Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31The principal activity of Pentera Security UK Limited is providing technology and cybersecurity services.2022-01-01false117truetrue 12543220 2022-01-01 2022-12-31 12543220 2021-01-01 2021-12-31 12543220 2022-12-31 12543220 2021-12-31 12543220 2021-01-01 12543220 2 2022-01-01 2022-12-31 12543220 2 2021-01-01 2021-12-31 12543220 d:Director2 2022-01-01 2022-12-31 12543220 e:ComputerEquipment 2022-01-01 2022-12-31 12543220 e:ComputerEquipment 2022-12-31 12543220 e:ComputerEquipment 2021-12-31 12543220 e:ComputerEquipment e:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 12543220 e:Non-currentFinancialInstruments 2022-12-31 12543220 e:Non-currentFinancialInstruments 2021-12-31 12543220 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 12543220 e:CurrentFinancialInstruments e:WithinOneYear 2021-12-31 12543220 e:Non-currentFinancialInstruments e:AfterOneYear 2022-12-31 12543220 e:Non-currentFinancialInstruments e:AfterOneYear 2021-12-31 12543220 e:ShareCapital 2022-12-31 12543220 e:ShareCapital 2021-12-31 12543220 e:ShareCapital 2021-01-01 12543220 e:OtherMiscellaneousReserve 2022-01-01 2022-12-31 12543220 e:OtherMiscellaneousReserve 2022-12-31 12543220 e:OtherMiscellaneousReserve 2 2022-01-01 2022-12-31 12543220 e:OtherMiscellaneousReserve 2021-12-31 12543220 e:OtherMiscellaneousReserve 2021-01-01 12543220 e:OtherMiscellaneousReserve 2 2021-01-01 2021-12-31 12543220 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12543220 e:RetainedEarningsAccumulatedLosses 2022-12-31 12543220 e:RetainedEarningsAccumulatedLosses 2 2022-01-01 2022-12-31 12543220 e:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 12543220 e:RetainedEarningsAccumulatedLosses 2021-12-31 12543220 e:RetainedEarningsAccumulatedLosses 2021-01-01 12543220 e:RetainedEarningsAccumulatedLosses 2 2021-01-01 2021-12-31 12543220 e:AcceleratedTaxDepreciationDeferredTax 2022-12-31 12543220 e:AcceleratedTaxDepreciationDeferredTax 2021-12-31 12543220 e:TaxLossesCarry-forwardsDeferredTax 2022-12-31 12543220 e:TaxLossesCarry-forwardsDeferredTax 2021-12-31 12543220 d:OrdinaryShareClass1 2022-01-01 2022-12-31 12543220 d:OrdinaryShareClass1 2022-12-31 12543220 d:OrdinaryShareClass1 2021-12-31 12543220 d:FRS102 2022-01-01 2022-12-31 12543220 d:Audited 2022-01-01 2022-12-31 12543220 d:FullAccounts 2022-01-01 2022-12-31 12543220 d:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 12543220 d:SmallCompaniesRegimeForAccounts 2022-01-01 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 12543220









PENTERA SECURITY UK LTD









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2022

 
PENTERA SECURITY UK LTD
REGISTERED NUMBER: 12543220

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 4 
8,042
2,830

  
8,042
2,830

Current assets
  

Debtors
  
2,751,244
2,006,106

Cash at bank and in hand
  
266,432
719,278

  
3,017,676
2,725,384

Creditors: amounts falling due within one year
  
(2,378,972)
(2,497,115)

Net current assets
  
 
 
638,704
 
 
228,269

Total assets less current liabilities
  
646,746
231,099

Creditors: amounts falling due after more than one year
 5 
(156,584)
(79,241)

  

Net assets
  
490,162
151,858


Capital and reserves
  

Called up share capital 
 7 
1
1

Capital contribution
 8 
351,058
82,298

Profit and loss account
 8 
139,103
69,559

  
490,162
151,858


Page 1

 
PENTERA SECURITY UK LTD
REGISTERED NUMBER: 12543220
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2022

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A Ratzon
Director

Date: 8 November 2023

The notes on pages 5 to 13 form part of these financial statements.

Page 2

 
PENTERA SECURITY UK LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
1
82,298
69,559
151,858


Comprehensive income for the year

Profit for the year

-
-
69,544
69,544


Contributions by and distributions to owners

Share based payment credit
-
268,760
-
268,760


At 31 December 2022
1
351,058
139,103
490,162


The notes on pages 5 to 13 form part of these financial statements.

Page 3

 
PENTERA SECURITY UK LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2021
1
3,953
12,295
16,249


Comprehensive income for the year

Profit for the year

-
-
57,264
57,264


Contributions by and distributions to owners

Share based payment credit
-
78,345
-
78,345


At 31 December 2021
1
82,298
69,559
151,858


The notes on pages 5 to 13 form part of these financial statements.

Page 4

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

The principal activity of Pentera Security UK Limited ("the Company") is providing technology and cybersecurity services.
The Company is a private company limited by shares and is incorporated in England and Wales.
The Registered Office address is 35 Ballards Lane, London N3 1XW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland ("FRS 102") and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.

As at 31 December 2022, the Company had net liabilities of £(490,162) (2021: net assets of £151,858). Included within creditors is an amount of £1,447,318 (2021: £1,986,618) owed to the parent company and the Company is dependent on the continued support of the parent company to allow it to meet its financial obligations as they fall due and also not seeking repayment of existing loans made to the Company.

The directors have reviewed group forecasts and budgets and are confident that the support from the parent company will continue for at least the next 12 months from the date of signature of these financial statements and believe that this support will be sufficient to cover all ongoing cash requirements.

Based on all of the above, the directors believe that the Company has access to adequate resources to continue being in operational existence for the foreseeable future and that it is appropriate to continue to use the going concern basis for the preparation of these financial statements.

Page 5

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Sterling.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in comprehensive income within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

On-premises software revenue is recognised based on a percentage split that represents the sale of the software and the after sale service that the Company offer. On the sale of the software, 95% of the revenue is recognised, with the remaining spread over the life of the contract.
Software as a service revenue is recognised evenly over the life of the contract.

Page 6

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.5

Finance costs

Finance costs are charged to the Statement of Comprehensive Income 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.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting 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 The Statement of Comprehensive Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement of Comprehensive Income is charged with fair value of goods and services received.

Page 7

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statment of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.9

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.

Depreciation is provided on the following basis:

Computer equipment
-
33%

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 the Statement of Comprehensive Income.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 8

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans to related parties.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.


3.


Employees

The average monthly number of employees, including directors, during the period was 11 (2021 - 7).

Page 9

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 January 2022
4,844


Additions
10,166



At 31 December 2022

15,010



Depreciation


At 1 January 2022
2,014


Charge for the year on owned assets
4,954



At 31 December 2022

6,968



Net book value



At 31 December 2022
8,042



At 31 December 2021
2,830


5.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

Accruals and deferred income
156,584
79,241


Page 10

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Deferred taxation




2022
2021


£

£






At beginning of year
18,938
-


Charged to Comprehensive Income
66,475
18,938



At end of year
85,413
18,938

The deferred tax asset is made up as follows:

2022
2021
£
£


Accelerated capital allowances
(2,011)
(708)

Short term timing differences
87,424
19,646

85,413
18,938


7.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1 (2021 - 1) Ordinary share of £1.00
1
1



8.


Reserves

Capital contribution

The capital contribution represents the valuation of share options granted to employees in the ultimate parent undertaking, Pentera Security Ltd.
 
Profit and loss account

This represents total undistributed profits.
Page 11

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Share-based payments

The ultimate parent undertaking, Pentera Security Ltd., operates a share-based payment scheme for its key employees and has granted share options. Where the relevant option holders are employees of this Company, the charge is treated as an expense in the financial statements of this Company in accordance with Section 26 of FRS 102.
During 2022, the parent company, Pentera Security Ltd., conducted a share split, subdividing the number of shares held under the share-based payment scheme by 100. 
A reconciliation of share option movements is shown below:

Weighted average exercise price (pence)
2022
Number
2022
Weighted average exercise price
(pence)
2021
Number
2021

Outstanding at the beginning of the year

0.43

880,000

0.24
 
284,900
 
Granted during the year

1.18

188,750

0.35
 
715,000
 
Forfeited during the year

-0.5

(104,200)

-0.08
 
(96,400)
 
Exercised during the year

-0.35

(51,300)

-0.08
 
(23,500)
 
Outstanding at the end of the year
0.76

913,250

0.43
 
880,000
 

The Company is unable to directly measure the fair value of employee services received. Instead, the fair value of the share options during the period was determined using a simplified Black-Scholes model, with the following parameters:

2022
2021

Option pricing model used


Black-Scholes

Black-Scholes
 
Fair value at grant date (US$ per share)


Between 0.20 and 1.30

Between 0.20 and 1.30
 
Exercise price (US$)


Between 0.35 and 1.43

Between 0.07 and 0.35
 
Option life (years)


4

4
 
Expected volatility


77.1%

80.5%
 
Expected dividend growth rate


None

None
 
Risk-free interest rate


1.12%

0.28%
 

Page 12

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.Share-based payments (continued)

The total charge for the period in respect of the share-based payments was £268,760 (2021: £78,345). The charge is treated as an expense in the Statement of Comprehensive Income and as a capital contribution by the ultimate parent undertaking, Pentera Security Ltd.


10.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Included in other creditors
are contributions of £6,609 (2021: £4,031) payable to the fund at the Statement of Financial Position date.


11.


Related party transactions

The Company has taken advantage of the exemption conferred by section 33.1A of FRS102  from the requirement to disclose transactions with other wholly owned group undertakings.


12.


Controlling party

The ultimate parent undertaking is Pentera Security Ltd., a company incorporated in Israel. The Registered Office and principal place of business is 94 Em Ha’Moshavot Road, Petach Tikva, 4970602, Israel.
Consolidated financial statements are prepared by the parent undertaking and are publically available from the above address.


13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.

The audit report was signed on 8 November 2023 by David Landau FCA (Senior Statutory Auditor) on behalf of BKL Audit LLP.

 
Page 13