REGISTERED NUMBER: 11214815 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

ILLUMICRATE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

Mrs D R L Tonge

Mr A Tonge

REGISTERED OFFICE:

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

REGISTERED NUMBER:

11214815 (England and Wales)

AUDITORS:

Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

The directors present their strategic report for the year ended 31st December 2024.

Founded in 2015, Illumicrate Limited (the "company" or "Illumicrate") is an innovator and leader in the special edition book market, offering a range of book subscriptions that reflect the company and its customer’s ethos.

Illumicrate’s success lies in its ability to create truly collectible books with unparalleled designs to match the expectations of fans of the genres it curates in.

REVIEW OF BUSINESS

The directors present their strategic report for the year ended 31 December 2024. The purpose of this report is to provide members with a fair review of the company’s business, performance during the year, and its position at the end of the year, in accordance with section 414C of the Companies Act 2006.

Illumicrate is a global subscription-based service specialising in delivering exclusively curated books to a passionate community of readers. Customers pay a recurring monthly or quarterly fee for the delivery of book boxes. Illumicrate offers subscriptions across multiple genres. The main Illumicrate subscription box features exclusive fandom-inspired merchandise alongside a fantasy book, and its sub-brands are book-only subscription plans, featuring science fiction (Starbright), horror (Evernight) and romance (Afterlight) books.

In addition to its recurring subscription revenue, Illumicrate also offers one-off purchases of exclusive special editions of books from its online store.

The company prides itself on excellent customer service and high-quality products. All products sold are exclusive to Illumicrate and can only be purchased directly from the company. In addition, Illumicrate has a strong social media presence, which helps nurture a strong connection and excitement with its deeply engaged customer base.

PRINCIPAL RISKS AND UNCERTAINTIES

The company faces several key risks and uncertainties that may impact its business operations and financial performance. A primary risk is the volatility of global supply chains and tax regimes. It could lead to delays in product delivery and increased costs from sourcing products internationally, which could affect customer satisfaction and profitability. The company is also exposed to foreign exchange risks, which can influence costs incurred operating globally.

Customer retention is key for the company’s subscription-based model. Any decline in customer satisfaction, consumer preferences or general economic downturn could affect revenue stability. Data security and privacy are also critical for the business, as this could lead to financial penalties and reputational damage.

The company will continue to monitor any potential impact and take necessary measures to mitigate risks and safeguard the business.

PERFORMANCE AND KEY PERFORMANCE INDICATORS

As reflected in the profit and loss account, the company’s sales increased to £15,302,581 (2023: £12,880,160), and profit before tax decreased to £1,850,221 (2023: £2,171,282).

Other financial KPIs being monitored by the management include:

- gross profit margin

- monthly recurring revenue; and

- stock levels

The company also monitors its churn rate (the percentage of customers that cancel their subscription) and its social media engagement scores on a regular basis to assess customer loyalty and engagement, as well as brand visibility.

Key costs for the company include purchasing books and merchandise, fulfilment, shipping and staff.

FUTURE DEVELOPMENTS

Illumicrate faces increased competition in the market, mainly due to new entrants and increased competitor offerings. The company will continue to monitor and adapt its pricing and product offerings to maintain its leading market position, and focus on marketing to retain and acquire new customers.

EMPLOYEES, CULTURE AND VALUES

Illumicrate’s core values are diversity, inclusivity and uplifting marginalised voices. The company not only actively promotes these values through the books it chooses to highlight, but also actively from within. The company fosters a dynamic and inclusive workplace culture built on collaboration, flexibility, support and a shared passion for reading. Illumicrate ensures that there is a strong emphasis on work-life balance, professional and personal development opportunities, and regular feedback to nurture employees’ skills and talents. By cultivating a team that is passionate about its products and values, Illumicrate ensures that its employees thrive in their roles and contribute to the company’s success.

ON BEHALF OF THE BOARD:

Mrs D R L Tonge - Director

29th September 2025

The directors present their report with the financial statements of the company for the year ended 31st December 2024.

DIVIDENDS

Interim dividends per share were paid as follows:

128.9075

- 31st January 2024

128.9075

- 29th February 2024

128.9075

- 31st March 2024

128.9075

- 30th April 2024

128.9075

- 31st May 2024

128.9075

- 30th June 2024

128.9075

- 31st July 2024

128.9075

- 31st August 2024

128.9075

- 30th September 2024

128.9075

- 31st October 2024

128.9075

- 30th November 2024

128.9075

- 31st December 2024

1546.89

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31st December 2024 will be £ 154,689 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

Mrs D R L Tonge

Mr A Tonge

POLITICAL DONATIONS AND EXPENDITURE

During the year the company donated £12,000 (2023: £12,000) to charities, £NIL (2023: £NIL) of which was donated to political parties.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Richardson Jones, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs D R L Tonge - Director

29th September 2025

Opinion

We have audited the financial statements of Illumicrate Limited (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31st December 2024 and of its 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 company 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 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 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.

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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 gained an understanding of the legal and regulatory framework applicable to Illumicrate Limited and the online book industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to the Companies Act 2006 and UK tax legislation. Our procedures included:

- agreeing the financial statement disclosures to underlying supporting documentation

- enquiries with management

- understanding of management's internal controls designed to prevent and detect irregularities

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

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.

Kevin Ellerby (Senior Statutory Auditor)

for and on behalf of Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

29th September 2025

TURNOVER

4

15,302,581

12,880,160

Cost of sales

12,600,435

10,093,391

GROSS PROFIT

2,702,146

2,786,769

Administrative expenses

834,898

632,040

OPERATING PROFIT

6

1,867,248

2,154,729

Interest receivable and similar income

15,016

20,849

1,882,264

2,175,578

Interest payable and similar expenses

7

32,043

4,296

PROFIT BEFORE TAXATION

1,850,221

2,171,282

Tax on profit

8

425,969

511,060

PROFIT FOR THE FINANCIAL YEAR

1,424,252

1,660,222

PROFIT FOR THE YEAR

1,424,252

1,660,222

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,424,252

Prior year adjustment

47,310

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

1,707,532

FIXED ASSETS

Intangible assets

11

144,745

-

Tangible assets

12

65,151

74,968

209,896

74,968

CURRENT ASSETS

Stocks

13

2,872,066

2,373,885

Debtors

14

564,384

962,151

Cash at bank

3,853,929

2,350,133

7,290,379

5,686,169

CREDITORS

Amounts falling due within one year

15

2,879,743

2,407,146

NET CURRENT ASSETS

4,410,636

3,279,023

TOTAL ASSETS LESS CURRENT LIABILITIES

4,620,532

3,353,991

PROVISIONS FOR LIABILITIES

16

13,596

16,618

NET ASSETS

4,606,936

3,337,373

CAPITAL AND RESERVES

Called up share capital

17

100

100

Retained earnings

18

4,606,836

3,337,273

SHAREHOLDERS' FUNDS

4,606,936

3,337,373

The financial statements were approved by the Board of Directors and authorised for issue on 29th September 2025 and were signed on its behalf by:

Mrs D R L Tonge - Director

Mr A Tonge - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

100

2,912,165

2,912,265

Prior year adjustment

-

47,310

47,310

As restated

100

2,959,475

2,959,575

Changes in equity

Dividends

-

(1,282,424

)

(1,282,424

)

Total comprehensive income

-

1,660,222

1,660,222

Balance at 31st December 2023

100

3,337,273

3,337,373

Changes in equity

Dividends

-

(154,689

)

(154,689

)

Total comprehensive income

-

1,424,252

1,424,252

Balance at 31st December 2024

100

4,606,836

4,606,936

Cash flows from operating activities

Cash generated from operations

1

2,003,268

1,483,910

Interest paid

(32,043

)

(4,296

)

Tax paid

(582,470

)

(382,100

)

Net cash from operating activities

1,388,755

1,097,514

Cash flows from investing activities

Purchase of intangible fixed assets

(147,198

)

-

Purchase of tangible fixed assets

(8,316

)

(8,497

)

Interest received

15,016

20,849

Net cash from investing activities

(140,498

)

12,352

Cash flows from financing activities

Amount introduced by directors

410,228

43,952

Equity dividends paid

(154,689

)

(1,282,424

)

Net cash from financing activities

255,539

(1,238,472

)

Increase/(decrease) in cash and cash equivalents

1,503,796

(128,606

)

Cash and cash equivalents at beginning of year

2

2,350,133

2,478,739

Cash and cash equivalents at end of year

2

3,853,929

2,350,133

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

as restated

£

£

Profit before taxation

1,850,221

2,171,282

Depreciation charges

20,586

19,259

Finance costs

32,043

4,296

Finance income

(15,016

)

(20,849

)

1,887,834

2,173,988

Increase in stocks

(498,181

)

(425,517

)

Decrease/(increase) in trade and other debtors

397,767

(736,423

)

Increase in trade and other creditors

215,848

471,862

Cash generated from operations

2,003,268

1,483,910

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 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,853,929

2,350,133

Year ended 31st December 2023

31.12.23

1.1.23

as restated

£

£

Cash and cash equivalents

2,350,133

2,478,739

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

2,350,133

1,503,796

3,853,929

2,350,133

1,503,796

3,853,929

Total

2,350,133

1,503,796

3,853,929

1.	STATUTORY INFORMATION

Illumicrate 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 Company 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised when the book has been sent out for distribution at their launch date.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Motor vehicles

-

15% on reducing balance

Computer equipment

-

25% on cost

Stocks

Work in progress is valued at the lower of cost and net realisable value.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Foreign currencies

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In applying the entity’s accounting policies, management has made the following significant judgements that have the most significant effect on the amounts recognised in the financial statements:

Classification of website development costs as intangible assets. Management has determined that these costs meet the recognition criteria under FRS 102 Section 18 for internally generated intangible assets, as the website provides ongoing economic benefits beyond advertising or promotional activities.

Estimates and Assumptions

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Useful life of website development costs:

The website development costs have been capitalised as intangible assets and are amortised over their estimated useful life. The useful life has been estimated at 5 years based on management’s assessment of when the website is likely to require a significant update or redevelopment in the future. This estimate is consistent with the maximum useful life guidance under FRS 102, which allows a maximum useful life of up to 10 years.

Management reviews the useful life and residual value of intangible assets annually and adjusts them if necessary to reflect current conditions and expectations

4.

TURNOVER

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

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

as restated

£

£

United Kingdom

4,223,532

3,344,801

European Union

3,725,401

3,135,881

Non-European Union

7,353,648

6,399,478

15,302,581

12,880,160

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

as restated

£

£

Wages and salaries

457,252

334,011

Social security costs

72,335

40,964

Other pension costs

15,406

10,180

544,993

385,155

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

31.12.24

31.12.23

as restated

Design & Marketing

6

5

Operations

6

4

Admin

10

6

Directors

2

2

24

17

31.12.24

31.12.23

as restated

£

£

Directors' remuneration

18,192

18,192

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.24

31.12.23

as restated

£

£

Depreciation - owned assets

18,133

19,259

Computer software amortisation

2,453

-

Auditors' remuneration

22,000

-

Foreign exchange differences

(47,602

)

56,083

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

as restated

£

£

Late payment interest

32,043

4,296

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.24

31.12.23

as restated

£

£

Current tax:

UK corporation tax

428,991

494,442

Deferred tax

(3,022

)

16,618

Tax on profit

425,969

511,060

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

as restated

£

£

Profit before tax

1,850,221

2,171,282

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

462,555

510,707

Effects of:

Expenses not deductible for tax purposes

168

21

Capital allowances in excess of depreciation

(33,732

)

-

Depreciation in excess of capital allowances

-

2,531

Pension contributions paid

-

(18,817

)

Adjustments for deferred tax

(3,022

)

16,618

Total tax charge

425,969

511,060

9.

DIVIDENDS

31.12.24

31.12.23

as restated

£

£

Ordinary shares of 1 each

Interim

154,689

1,282,424