Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. At the year end, the balance owed by the Company was £Nil (2022 - £Nil). The total expense relating to this plan in the current year was £251,432 (2022 - £170,266). 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 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 Company in independently administered funds.false662023-01-01false58true 12136011 2023-01-01 2023-12-31 12136011 2022-01-01 2022-12-31 12136011 2023-12-31 12136011 2022-12-31 12136011 2022-01-01 12136011 1 2023-01-01 2023-12-31 12136011 1 2022-01-01 2022-12-31 12136011 2 2023-01-01 2023-12-31 12136011 2 2022-01-01 2022-12-31 12136011 1 2023-01-01 2023-12-31 12136011 e:Director1 2023-01-01 2023-12-31 12136011 e:Director2 2023-01-01 2023-12-31 12136011 e:Director2 2023-12-31 12136011 e:Director3 2023-01-01 2023-12-31 12136011 e:Director3 2023-12-31 12136011 e:RegisteredOffice 2023-01-01 2023-12-31 12136011 d:OfficeEquipment 2023-01-01 2023-12-31 12136011 d:ComputerEquipment 2023-01-01 2023-12-31 12136011 d:ComputerEquipment 2023-12-31 12136011 d:ComputerEquipment 2022-12-31 12136011 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12136011 d:CurrentFinancialInstruments 2023-12-31 12136011 d:CurrentFinancialInstruments 2022-12-31 12136011 d:Non-currentFinancialInstruments 2023-12-31 12136011 d:Non-currentFinancialInstruments 2022-12-31 12136011 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 12136011 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 12136011 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 12136011 d:ReportableOperatingSegment1 2022-01-01 2022-12-31 12136011 d:UKTax 2023-01-01 2023-12-31 12136011 d:UKTax 2022-01-01 2022-12-31 12136011 d:ShareCapital 2023-01-01 2023-12-31 12136011 d:ShareCapital 2023-12-31 12136011 d:ShareCapital 2022-01-01 2022-12-31 12136011 d:ShareCapital 2022-12-31 12136011 d:ShareCapital 2022-01-01 12136011 d:OtherMiscellaneousReserve 2023-01-01 2023-12-31 12136011 d:OtherMiscellaneousReserve 2023-12-31 12136011 d:OtherMiscellaneousReserve 1 2023-01-01 2023-12-31 12136011 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 12136011 d:OtherMiscellaneousReserve 2022-12-31 12136011 d:OtherMiscellaneousReserve 2022-01-01 12136011 d:OtherMiscellaneousReserve 1 2022-01-01 2022-12-31 12136011 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12136011 d:RetainedEarningsAccumulatedLosses 2023-12-31 12136011 d:RetainedEarningsAccumulatedLosses 1 2023-01-01 2023-12-31 12136011 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12136011 d:RetainedEarningsAccumulatedLosses 2022-12-31 12136011 d:RetainedEarningsAccumulatedLosses 2022-01-01 12136011 d:RetainedEarningsAccumulatedLosses 1 2022-01-01 2022-12-31 12136011 e:OrdinaryShareClass1 2023-01-01 2023-12-31 12136011 e:OrdinaryShareClass1 2023-12-31 12136011 e:OrdinaryShareClass1 2022-12-31 12136011 e:FRS102 2023-01-01 2023-12-31 12136011 e:Audited 2023-01-01 2023-12-31 12136011 e:FullAccounts 2023-01-01 2023-12-31 12136011 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12136011 d:WithinOneYear 2023-12-31 12136011 d:WithinOneYear 2022-12-31 12136011 d:BetweenOneFiveYears 2023-12-31 12136011 d:BetweenOneFiveYears 2022-12-31 12136011 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12136011









FORTER SOLUTIONS UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
FORTER SOLUTIONS UK LIMITED
 
 
COMPANY INFORMATION


Directors
Michael Reitblat 
Scott Buell (appointed 12 October 2023)
Anthony Barsoom (appointed 1 June 2024)




Registered number
12136011



Registered office
30 Old Bailey

London

United Kingdom

EC4M 7AU




Independent auditors
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

90 Victoria Street

Bristol

BS1 6DP





 
FORTER SOLUTIONS UK LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report to the members of Forter Solutions UK Limited
5 - 8
Statement of Comprehensive Income
9
Balance Sheet
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Notes to the Financial Statements
13 - 27


 
FORTER SOLUTIONS UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their strategic report for Forter Solutions UK Limited (the Company) for the year ended 31 December 2023.

Business review
 
The principal activity of the Company continues to be the distribution of the parent company’s Forter Trust Platform. The Forter Trust Platform applies identity intelligence at every step of the digital commerce journey, filtering out fraud and allowing merchants to focus their business on growing customer lifetime value and is distributed as software as a service.  The Company’s parent office is located in Tel Aviv, Israel. 
Developments during the year
The Company continues to focus on revenue growth, while at the same time working to maintain profitability.  In addition, the Company continues to focus on improving the service provided to merchants by improving its machine learning models to maintain and improve a high degree of accuracy, efficiency, and automation in its automated decisioning process.

Principal risks and uncertainties
 
The management of the business and the execution of the Company’s strategy are subject to a number of risks.  The key business risks and uncertainties affecting the Company are considered to relate to competition and employee retention.
Economic factors, such as interest rates, inflation, currency exchange rates, changes in monetary and related policies, market volatility, consumer confidence, recession or recessionary indicators, supply chain issues, unemployment rates, and real wages, are among the most significant factors that impact consumer spending behavior. Weak economic conditions or a significant deterioration in economic conditions, including prolonged recession with sustained high interest rates and unemployment rates, may reduce the amount of disposable income available to consumers, which, in turn, reduces consumer spending and merchant transaction volumes.
The Company's senior management team has taken steps to understand and evaluate these risks in order to achieve the objective of creating long-term, sustainable returns.

Key performance indicators
 
Management uses revenue growth as the most significant key performance indicator for the Company’s business. The Company’s revenues were £14,792,321 in 2023 (2022: £13,715,394) due to higher transaction volume in existing merchants, particularly apparel, accessories and beauty.

Future Developments
 
The Company continues to focus on revenue growth, while at the same time working to maintain profitability. In addition, the Company continues to focus on improving the customer service quality it provides to customers.

Research and development

Research and development is undertaken with the purpose of advancing the Company's offerings to help meet its wider strategic goals.
Page 1

 
FORTER SOLUTIONS UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


This report was approved by the board 30 December 2024and signed on its behalf.




................................................
Michael Reitblat
Director

Page 2

 
FORTER SOLUTIONS UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £2,264,025 (2022 - loss £707,883).

The Directors do not recommend a final dividend payment to be made in respect of the financial year ended 31 December 2023 (2022: £Nil).

Directors

The Directors who served during the year and up to the date of signing were:

Michael Reitblat 
Scott Buell (appointed 12 October 2023)
Anthony Barsoom (appointed 1 June 2024)

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act, s.414C(11) to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors Report. It has done so in respect of the review of the business review and financial position at the reporting date, key performance indicators, future developments, principal risks and uncertainties and financial risk management.

Page 3

 
FORTER SOLUTIONS UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end which requires disclosure within these financial statements.

Economic impact of global events

UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. 
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Auditors

The auditorsForvis Mazars LLPwere appointed in the year in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 


................................................
Michael Reitblat
Director

Date: 30 December 2024

Page 4

 
FORTER SOLUTIONS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
 

Opinion

We have audited the financial statements of Forter Solutions UK Limited (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and 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 FRS 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 31 December 2023 and of its loss 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 Auditor’s 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 Director's 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.

Page 5

 
FORTER SOLUTIONS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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.
 
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 course of 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 Director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
Page 6

 
FORTER SOLUTIONS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 is 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor’s report 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.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such astax legislation, pension legislation and the Companies Act 2006. 
Page 7

 
FORTER SOLUTIONS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
 

In addition, we evaluated the Director's and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related toposting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit 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 an auditor's report 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.




Jonathan Marchant (Senior statutory auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
90 Victoria Street
Bristol
BS1 6DP

7 January 2025
Page 8

 
FORTER SOLUTIONS UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Turnover
 4 
14,792,321
13,715,394

Cost of sales
  
(4,121,303)
(6,804,781)

Gross profit
  
10,671,018
6,910,613

Sales and marketing expenses
  
(7,483,876)
(2,921,252)

General and administrative expenses
  
(3,337,771)
(2,456,039)

Research and development expenses
 5 
(2,290,545)
(2,002,050)

Operating loss
 6 
(2,441,174)
(468,728)

Other finance income
  
188,327
(223,653)

Loss before tax
  
(2,252,847)
(692,381)

Tax on loss
 10 
(11,178)
(15,502)

Loss for the financial year
  
(2,264,025)
(707,883)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 13 to 27 form part of these financial statements.

Page 9

 
FORTER SOLUTIONS UK LIMITED
REGISTERED NUMBER: 12136011

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible fixed assets
 11 
30,667
47,333

  
30,667
47,333

Current assets
  

Debtors: amounts falling due after more than one year
 12 
1,876,550
2,497,265

Debtors: amounts falling due within one year
 12 
3,593,154
2,997,188

Cash and cash equivalents
 13 
413,442
1,280,773

  
5,883,146
6,775,226

Creditors: amounts falling due within one year
 14 
(5,964,734)
(6,727,086)

Net current (liabilities)/assets
  
 
 
(81,588)
 
 
48,140

Total assets less current liabilities
  
(50,921)
95,473

  

Net (liabilities)/assets
  
(50,921)
95,473


Capital and reserves
  

Called up share capital 
 17 
8
8

Other reserves
 18 
3,797,657
1,680,026

Profit and loss account
 18 
(3,848,586)
(1,584,561)

  
(50,921)
95,473


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




................................................
Michael Reitblat
Director

Date: 30 December 2024

The notes on pages 13 to 27 form part of these financial statements.

Page 10

 
FORTER SOLUTIONS UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share option reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
8
1,680,026
(1,584,561)
95,473


Comprehensive income for the year

Loss for the year
-
-
(2,264,025)
(2,264,025)

Share based payment
-
2,117,631
-
2,117,631
Total comprehensive income for the year
-
2,117,631
(2,264,025)
(146,394)


Total transactions with owners
-
-
-
-


At 31 December 2023
8
3,797,657
(3,848,586)
(50,921)



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


Called up share capital
Share option reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
8
531,008
(876,678)
(345,662)


Comprehensive income for the year

Loss for the year
-
-
(707,883)
(707,883)

Share based payment
-
1,149,018
-
1,149,018
Total comprehensive income for the year
-
1,149,018
(707,883)
441,135


Total transactions with owners
-
-
-
-


At 31 December 2022
8
1,680,026
(1,584,561)
95,473


The notes on pages 13 to 27 form part of these financial statements.

Page 11

 
FORTER SOLUTIONS UK LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,264,025)
(707,883)

Adjustments for:

Depreciation of tangible assets
21,158
21,275

Taxation charge
-
56,133

Decrease/(increase) in debtors
24,747
(3,532,112)

(Decrease)/increase in creditors
(1,321,665)
916,344

Increase in amounts owed to groups
559,312
1,322,617

Share-based payments
2,117,631
1,149,019

Net cash generated from operating activities

(862,842)
(774,607)


Cash flows from investing activities

Purchase of tangible fixed assets
(4,489)
(29,617)

Net cash from investing activities

(4,489)
(29,617)


Net (decrease) in cash and cash equivalents
(867,331)
(804,224)

Cash and cash equivalents at beginning of year
1,280,773
2,084,997

Cash and cash equivalents at the end of year
413,442
1,280,773


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
413,442
1,280,773

413,442
1,280,773


The notes on pages 13 to 27 form part of these financial statements.

Page 12

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Forter Solutions UK Limited ('the Company') is a private company (12136011) limited by shares incorporated in England and Wales. The address of its registered office is 30 Old Bailey, London, EC4M 7AU. The Company's registered number is 12136011.
The principal activity of the Company is that of providing e-commerce fraud prevention services.
These financial statements have been prepared to the nearest Pounds Sterling as this is the currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest whole thousand.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of 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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The accounts have been prepared on a going concern basis due to the Parent Company confirming its intention to support the Company to enable it to meet its obligations as they fall due for the foreseeable future.

 
2.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover 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 turnover 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.

Page 13

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

 
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
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 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 Company in independently administered funds.

Page 14

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in  the Statement 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 balance sheet 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 balance sheet date.

 
2.8

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
-
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 the Statement of Comprehensive Income.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Page 15

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 16

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts
Page 17

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.13
Financial instruments (continued)

discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Chargebacks accrual
The Company’s provision for chargebacks includes amounts associated with chargebacks that have been submitted and accepted but not yet paid by the Company as of the balance sheet date and estimates of chargebacks that have not yet been submitted and accepted relating to approved transactions. The provision is recorded net of amounts successfully disputed by the merchant. While no individual transaction results in a probable likelihood of a chargeback occurring, when the Company analyzes a portfolio of transactions and if the Company believes a future chargeback is probable and can be reasonably estimated, the Company accrues a liability (Creditors: amounts falling due within one year) and an associated expense through cost of sales. Inputs and assumptions used by management to calculate the provision are based on the transactions approved and the features of those transactions as well as historical information about chargebacks. It is possible that the estimate may change in the near term, and the effect of the change could be material.

Page 18

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Service revenue
14,792,321
13,715,394

14,792,321
13,715,394



.


Analysis of turnover by country of destination

2023
2022
£
£



Switzerland
3,612,726
1,031,205

Israel
3,230,111
3,503,855

Czech Republic
2,296,818
2,295,273

United Kingdom
2,001,809
2,721,292

Italy
1,963,954
1,647,096

Spain
349,728
1,828,035

Others
1,337,175
688,638

14,792,321
13,715,394


5.


Research and development

2023
2022
£
£

Other operating expense
(2,290,545)
(2,002,050)

(2,290,545)
(2,002,050)



6.


Operating loss

The operating loss is stated after (charging)/crediting for:

2023
2022
£
£

Depreciation
(22,336)
(18,282)

Page 19

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
17,000
15,500


8.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
8,957,541
8,417,511

Social security costs
1,298,506
1,067,478

Share-based payment
2,117,631
1,138,279

Cost of defined contribution scheme
251,432
170,266

12,625,110
10,793,534


The average monthly number of employees, including directors, during the year was 66 (2022 - 58).


9.


Directors' remuneration



The highest paid Director received remuneration of £478,603 (2022 - £444,330).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £13,213 (2022 - £NIL).

During the year NIL directors received shares under the long-term incentive schemes (2022 -NIL)

Page 20

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
11,178
15,502


11,178
15,502


Total current tax
11,178
15,502

Deferred tax


Origination and reversal of timing differences
(1)
(8)

Adjustments in respect of prior periods
1
8

Total deferred tax
-
-


Tax charge for the year
11,178
15,502
Page 21

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(2,252,847)
(692,381)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(529,870)
(131,552)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
501,954
216,312

Fixed asset differences
-
(1,688)

Adjustments to brought forward values
66,976
-

Other permanent differences
(3,322)
(89,634)

Adjustments to tax charge in respect of prior periods - deferred tax
1
8

Short-term timing difference leading to an increase (decrease) in taxation
(420,267)
(209,270)

Remeasurement of deferred tax for
changes in tax rates
(24,188)
(68,157)

Movement in deferred tax not recognised
419,894
299,483

Total tax charge for the year
11,178
15,502

Page 22

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 January 2023
82,987


Additions
5,670


Disposals
(1,178)



At 31 December 2023

87,479



Depreciation


At 1 January 2023
35,654


Charge for the year on owned assets
22,336


Disposals
(1,178)



At 31 December 2023

56,812



Net book value



At 31 December 2023
30,667



At 31 December 2022
47,333


12.


Debtors

2023
2022
£
£

Due after more than one year

Long term receivable
1,876,550
2,497,265


2023
2022
£
£

Due within one year

Trade debtors
3,081,125
2,025,538

Other debtors
512,029
846,499

Prepayments and accrued income
-
125,151

3,593,154
2,997,188


Page 23

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
413,442
1,280,773



14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
80,438
713,652

Amounts owed to group undertakings
4,509,806
3,950,494

Other taxation and social security
111,646
485,275

Other creditors
-
176,157

Accruals and deferred income
1,262,844
1,401,508

5,964,734
6,727,086



15.


Financial instruments










Financial assets that are non-debt instruments measured at amortised cost comprise of cash and cash equivalents.

Financial assets that are debt instruments measured at amortised cost comprise of trade debtors,and other debtors.

Financial liabilities measured at amortised cost comprise of all creditors except amounts owed in relation
to tax and social security and deferred income.
 

16.


Deferred taxation


2023


£






Charged to profit or loss
(11,319)


Reversed in the year
11,319



At end of year
-

Page 24

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
16.Deferred taxation (continued)






17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary shares of £0.0081 each
8
8

Ordinary shares carry no right to fixed income or have any preference or restrictions attached to them.



18.


Reserves

Share option reserve

The share option reserve recognises share based payment transactions in which the Company receives good or services as consideration for its equity instruments or amount based on the price of the parent shares.

Profit and loss account

The profit and loss account represents cumulative profits and losses of the Company.

Page 25

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Share-based payments

The Company participates in the share option plan of its parent company Forter Limited. Share based payment expenses are calculated at group level and allocated to the Company based on the the options held by its employees.  
On December 4, 2013, The Board of Forter Ltd (the "Company") adopted the 2013 Option Plan (the "Plan"). The Plan provides grant options to purchase ordinary shares of the Company to the Company employees.
The Parent Company accounts for share-based payment in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's statement of operations. The Company account for forfeitures as they occur.
The fair value for the Parent Company's stock options granted to employees and directors was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions and the charge allocated to Forter Solutions UK Limited based on the options held by its employees.
Dividend yield                     0%
Risk-free interest rate  3.42% - 4.62%
Expected terms (in years)  6.25
Volatility    53.33%

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

10.03

1,037,770

5.03
 
518,417
 
Granted during the year

7.69

1,584,750

13.24
 
648,500
 
Forfeited during the year

11.19

(893,730)

8.88
 
(82,659)
 
Exercised during the year

1.06

(2,000)

1.05
 
(46,488)
 
Expired during the year


-

 
-
 
Outstanding at the end of the year
6.76

1,726,790

10.03
 
1,037,770
 




Page 26

 
FORTER SOLUTIONS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. At the year end, the balance owed by the Company was £Nil (2022 - £Nil).
The total expense relating to this plan in the current year was £251,432 (2022 - £170,266).


21.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
64,518
514,284

Later than 1 year and not later than 5 years
-
41,055

64,518
555,339

Lease expenditure of £649,250 (2022 - £436,175) was incurred in the current year and is recognised within the General and Administrative expense line on the Statement of Comprehensive Income.


22.


Related party transactions

The Company has taken advantage of the exemption permitted by Section 33 of FRS102 Related Party Disclosures not to provide disclosures of transactions entered into with other wholly owned members of the Group.


23.


Post balance sheet events

There have been no significant events affecting the Company since the year end which requires disclosure within these financial statements.


24.


Controlling party

The ultimate parent undertaking and controlling party is Forter Ltd, a company incorporated in Israel, registered address Derech Menachem Begin 156, Tel Aviv 6492108.

Page 27