Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-316180false2023-01-01No description of principal activitytruefalsefalse 05814460 2023-01-01 2023-12-31 05814460 2022-01-01 2022-12-31 05814460 2023-12-31 05814460 2022-12-31 05814460 2022-01-01 05814460 2 2023-01-01 2023-12-31 05814460 2 2022-01-01 2022-12-31 05814460 d:CompanySecretary1 2023-01-01 2023-12-31 05814460 d:Director1 2023-01-01 2023-12-31 05814460 d:Director4 2023-01-01 2023-12-31 05814460 d:Director5 2023-01-01 2023-12-31 05814460 d:Director5 2023-12-31 05814460 d:Director7 2023-01-01 2023-12-31 05814460 d:RegisteredOffice 2023-01-01 2023-12-31 05814460 e:FurnitureFittings 2023-01-01 2023-12-31 05814460 e:FurnitureFittings 2023-12-31 05814460 e:FurnitureFittings 2022-12-31 05814460 e:FurnitureFittings e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 05814460 e:ComputerEquipment 2023-01-01 2023-12-31 05814460 e:ComputerEquipment 2023-12-31 05814460 e:ComputerEquipment 2022-12-31 05814460 e:ComputerEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 05814460 e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 05814460 e:CurrentFinancialInstruments 2023-12-31 05814460 e:CurrentFinancialInstruments 2022-12-31 05814460 e:Non-currentFinancialInstruments 2023-12-31 05814460 e:Non-currentFinancialInstruments 2022-12-31 05814460 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 05814460 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 05814460 e:ReportableOperatingSegment2 2023-01-01 2023-12-31 05814460 e:ReportableOperatingSegment2 2022-01-01 2022-12-31 05814460 f:RestWorldOutsideUK 2023-01-01 2023-12-31 05814460 f:RestWorldOutsideUK 2022-01-01 2022-12-31 05814460 e:UKTax 2023-01-01 2023-12-31 05814460 e:UKTax 2022-01-01 2022-12-31 05814460 e:ForeignTax 2023-01-01 2023-12-31 05814460 e:ForeignTax 2022-01-01 2022-12-31 05814460 e:ShareCapital 2023-01-01 2023-12-31 05814460 e:ShareCapital 2023-12-31 05814460 e:ShareCapital 2022-01-01 2022-12-31 05814460 e:ShareCapital 2022-12-31 05814460 e:ShareCapital 2022-01-01 05814460 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 05814460 e:RetainedEarningsAccumulatedLosses 2023-12-31 05814460 e:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 05814460 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 05814460 e:RetainedEarningsAccumulatedLosses 2022-12-31 05814460 e:RetainedEarningsAccumulatedLosses 2022-01-01 05814460 e:RetainedEarningsAccumulatedLosses 2 2022-01-01 2022-12-31 05814460 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 05814460 e:AcceleratedTaxDepreciationDeferredTax 2022-12-31 05814460 d:OrdinaryShareClass1 2023-01-01 2023-12-31 05814460 d:OrdinaryShareClass1 2023-12-31 05814460 d:OrdinaryShareClass1 2022-12-31 05814460 d:FRS102 2023-01-01 2023-12-31 05814460 d:Audited 2023-01-01 2023-12-31 05814460 d:FullAccounts 2023-01-01 2023-12-31 05814460 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 05814460 e:Subsidiary1 2023-01-01 2023-12-31 05814460 e:Subsidiary1 1 2023-01-01 2023-12-31 05814460 e:Subsidiary2 2023-01-01 2023-12-31 05814460 e:Subsidiary2 1 2023-01-01 2023-12-31 05814460 e:Subsidiary3 2023-01-01 2023-12-31 05814460 e:Subsidiary3 1 2023-01-01 2023-12-31 05814460 e:Subsidiary4 2023-01-01 2023-12-31 05814460 e:Subsidiary4 1 2023-01-01 2023-12-31 05814460 e:Subsidiary5 2023-01-01 2023-12-31 05814460 e:Subsidiary5 1 2023-01-01 2023-12-31 05814460 e:WithinOneYear 2023-12-31 05814460 e:WithinOneYear 2022-12-31 05814460 e:BetweenOneFiveYears 2023-12-31 05814460 e:BetweenOneFiveYears 2022-12-31 05814460 2 2023-01-01 2023-12-31 05814460 6 2023-01-01 2023-12-31 05814460 e:ShareCapital 2 2023-01-01 2023-12-31 05814460 e:ShareCapital 2 2022-01-01 2022-12-31 05814460 g:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure


Registered number: 05814460












FORESCOUT TECHNOLOGIES UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

FORESCOUT TECHNOLOGIES UK LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Directors' report
 
4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Notes to the financial statements
 
13 - 26


 

FORESCOUT TECHNOLOGIES UK LIMITED
 
COMPANY INFORMATION


Directors
R D Gillespie 
R C Peasley 




Company secretary
Taylor Wessing Secretaries Limited



Registered number
05814460



Registered office
5 New Street Square
London

EC4A 3TW




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

FORESCOUT TECHNOLOGIES UK LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report on the company for the year ended 31 December 2023. The principal activity of the company during the year continued to be that of the provision of sales and marketing support services to its parent undertaking, ForeScout Technologies, Inc.

Business review
 
The results for the year and the financial position at the year end were as anticipated by the directors. 
After group restructuring, staff numbers decreased resulting in lower activity in the UK. The company has branches in the Philippines, Sweden and South Africa which continued to be profitable in 2023.
The directors will continue to look to expand the company's operations as opportunities arise in appropriate markets.
Due to the nature of the company's business model, it is anticipated that the company will remain profitable in 2024.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the business are people risk, business environment and market risks. 
People risk
Employees are the company's key asset. The company's success relies on recruiting, retaining and motivating talented employees. The company has appropriate remuneration and staff engagement/development policies to mitigate this risk.
Business environment and market risks
The parent company's revenues are concentrated in the software industry, which is highly competitive and undergoing constant change. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the company’s operations. The group continues to invest in software research and development to mitigate their risks.
Exchange rate risk
The company employs staff in different locations and is exposed to exchange rate fluctuations. 

Financial key performance indicators
 
The directors consider employee numbers and expense as the key performance indicators of the company.
Employee numbers have decreased from an average of 80 in the year ended 31 December 2022 to an average of 61 in the year ended 31 December 2023. The total employee cost has decreased from £15,953,683 for the year ended 31 December 2022 to £12,547,242 for the year ended 31 December 2023 based on the size of the workforce and corresponding commission structure, aligned to the mix of products to incentivise sales to those products.

Profit before tax for the year ended 31 December 2023 was £1,113,725 (2022 - £2,660,182).
The company's cash position of £31,396 at 31 December 2023 (2022 - £2,099,631) was due to the timing of funding inflows, with additional funding of £2,000,000 received on 2 January 2024. 

Page 2

 

FORESCOUT TECHNOLOGIES UK LIMITED

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

Other key performance indicators
 
The directors are committed to promoting the health, safety and welfare of their staff and continue to ensure appropriate measures are undertaken in this regard.
The directors are mindful of environmental issues and have sought to minimise the impact of the company's activities on the environment.


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



R D Gillespie
Director

Date: 19 February 2025

Page 3

 

FORESCOUT TECHNOLOGIES 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.

Results and dividends

The profit for the year, after taxation, amounted to £710,818 (2022 - £2,375,777).

The directors have declared and paid a dividend of £Nil (2022:£Nil).

Directors

The directors who served during the year were:

R D Gillespie 
K S J L Chinn (resigned 16 May 2023) 
R S Hipolito (appointed 25 August 2023)
A C Barry (resigned 17 May 2023)
N Ying (appointed 17 May 2023 and resigned 18 August 2023)

Subsequent to the year end, R S Hipolito resigned as a director on 18 September 2024 and R C Peasley was appointed as a director on 19 September 2024.

Matters covered in the strategic report

As permitted by S414c(11) of the Companies Act 2006, the directors have elected to disclose information
required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

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





R D Gillespie
Director

Date: 19 February 2025

Page 4

 

FORESCOUT TECHNOLOGIES UK LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

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 judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Page 5

 

FORESCOUT TECHNOLOGIES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of ForeScout Technologies UK Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 31 December 2023 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 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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 

FORESCOUT TECHNOLOGIES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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 reportOur 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.


Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report 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 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 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 directors' responsibilities statement set out on page 5, 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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

FORESCOUT TECHNOLOGIES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HM Revenue and Customs.





Page 8

 

FORESCOUT TECHNOLOGIES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's responsibilities for the audit of the financial statements (continued)
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 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 2006Our 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.





Christopher Shepherd (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
19 February 2025
Page 9

 

FORESCOUT TECHNOLOGIES UK LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
18,256,574
22,672,018

Administrative expenses
  
(17,148,933)
(20,011,851)

Operating profit
 5 
1,107,641
2,660,167

Interest receivable and similar income
  
6,084
15

Profit before tax
  
1,113,725
2,660,182

Tax on profit
 7 
(402,907)
(284,405)

Profit for the financial year
  
710,818
2,375,777

There are no items of other comprehensive income for 2023 or 2022 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

Page 10


 
REGISTERED NUMBER:05814460
FORESCOUT TECHNOLOGIES UK LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2023
2022
2022
Note
£
£
£
£

Fixed assets
  

Tangible assets
 8 
130,426
130,153

Investments
 9 
18,048
18,048

  
148,474
148,201

Current assets
  

Debtors: amounts falling due after more than one year
 10 
146,944
144,474

Debtors: amounts falling due within one year
 10 
12,006,955
9,532,029

Cash at bank and in hand
  
31,396
2,099,631

  
12,185,295
11,776,134

Creditors: amounts falling due within one year
 11 
(2,262,857)
(2,819,096)

Net current assets
  
 
 
9,922,438
 
 
8,957,038

Total assets less current liabilities
  
10,070,912
9,105,239

  

Net assets
  
10,070,912
9,105,239


Capital and reserves
  

Called up share capital 
 13 
1,000
1,000

Profit and loss account
 14 
10,069,912
9,104,239

Total equity
  
10,070,912
9,105,239


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 February 2025.




R D Gillespie
Director

The notes on pages 13 to 26 form part of these financial statements.

Page 11

 

FORESCOUT TECHNOLOGIES UK LIMITED

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1,000
6,087,151
6,088,151


Comprehensive income for the year

Profit for the year
-
2,375,777
2,375,777
Total comprehensive income for the year
-
2,375,777
2,375,777


Contributions by and distributions to owners

Share based payments
-
641,311
641,311


Total transactions with owners
-
641,311
641,311



At 1 January 2023
1,000
9,104,239
9,105,239


Comprehensive income for the year

Profit for the year
-
710,818
710,818
Total comprehensive income for the year
-
710,818
710,818


Contributions by and distributions to owners

Share based payments
-
254,855
254,855


Total transactions with owners
-
254,855
254,855


At 31 December 2023
1,000
10,069,912
10,070,912


The notes on pages 13 to 26 form part of these financial statements.

Page 12

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

ForeScout Technologies UK Limited provides sales and marketing support services to group companies.
The company is a private company limited by shares incorporated in England and Wales. The address of its registered office is 5 New Street Square, London, EC4A 3TA.
The financial statements are presented in Sterling (£), which is the functional currency of the company.
Monetary amounts in these financial statements are rounded to the nearest £.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland 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 (see note 3).

The company was, at the end of the year, a wholly-owned subsidiary of ForeScout Technologies, Inc., a company incorporated in the USA, whose registered address is 190 West Tasman Drive, San Jose, CA 95134, USA. In accordance with the exemption given in Section 401 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
 
Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
Section 26 Share based payments (disclosure of share based payments);
Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
 
The company is included in the consolidated financial statements of ForeScout Technologies, Inc. for the year ended 31 December 2023 and these financial statements may be obtained from 190 West Tasman Drive, San Jose, CA 95134, USA.

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries and having received a letter of financial support from the parent undertaking, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 13

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

Revenue from contracts to provide sales and marketing services to the parent company is recognised in the period in which the services are provided. Revenue is recognised to the extent that is probable that the company will receive the consideration due under the contract and the amount of revenue can be measured reliably. Revenue is measured as the fair value of the consideration received or receivable excluding value added tax.

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

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 profit or loss 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 profit and loss account within 'administrative expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 14

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 15

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.9
Tangible fixed assets (continued)

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:

Fixtures and fittings
-
25%
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 profit or loss.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

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.

  
2.12

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.


2.13

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Page 16

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)




Financial instruments (continued)

Financial assets
Basic financial assets, including other debtors, cash and bank balances, intercompany working capital balances and intercompany financing, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, 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 payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Page 17

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)




Financial instruments (continued)

Derecognition of financial assets and financial liabilities
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) despite having retained some significant risks and rewards of ownership, 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. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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.

Page 18

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, which are detailed in note 2, the only key judgement made by the directors is: 
Share based payments 
The company participates in an equity settled share based payment arrangement in which share options in its parent undertaking are issued to employees of the company. The fair value determined at the grant date is expensed on a straight line basis over the vesting period. The fair value is calculated using the appropriate fair value model with the estimated level of vesting being reviewed annually by management. 


4.


Turnover

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


2023
2022
£
£

Rendering of services
18,256,574
22,672,018

18,256,574
22,672,018


Analysis of turnover by country of destination:

2023
2022
£
£

United States of America
18,256,574
22,672,018

18,256,574
22,672,018



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
60,814
26,460

Exchange differences
13,897
21,864

Defined contribution pension costs
158,477
312,141

Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements
37,600
35,000

Operating lease rentals
301,172
181,073

Page 19

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
10,484,512
13,398,746

Social security costs
1,904,253
2,242,796

Cost of defined contribution scheme
158,477
312,141

12,547,242
15,953,683


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Sales and Marketing
59
77



Directors
2
3

61
80


7.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
343,305
377,261

Foreign tax


Foreign tax on income for the year
5,261
5,875

Total current tax
348,566
383,136

Deferred tax


Origination and reversal of timing differences
54,341
(98,731)

Total deferred tax
54,341
(98,731)


Tax on profit
402,907
284,405
Page 20

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
7.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,113,725
2,660,182


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
261,725
383,136

Effects of:


Expenses not deductible for tax purposes
141,182
(98,731)

Total tax charge for the year
402,907
284,405


Factors that may affect future tax charges

There are no factors that may affect future tax charges. 

Page 21

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
39,636
122,131
161,767


Additions
20,987
40,122
61,109



At 31 December 2023

60,623
162,253
222,876



Depreciation


At 1 January 2023
3,899
27,715
31,614


Charge for the year
11,047
49,789
60,836



At 31 December 2023

14,946
77,504
92,450



Net book value



At 31 December 2023
45,677
84,749
130,426



At 31 December 2022
35,737
94,416
130,153


9.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2023
18,048



At 31 December 2023
18,048




Page 22

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

ForeScout Technologies FZ-LLC
Premises 53, Ground Floor, Building 17, Dubai, UAE
Provision of sales and marketing services
Ordinary
100%
ForeScout Technologies Pty Ltd
Level 19, 181 William Street, Melbourne, VIC 3000, Australia
Provision of sales and marketing services
Ordinary
100%
Fore-Scout Technologies, S. de R.L. de C.V.
Cuernavaca 106, Condesa, Cuauhtemoc, 06140, Ciudad de Mexico, Mexico
Provision of sales and marketing services
Ordinary
99.97%
ForeScout Tecnologia Promocao de Vendas Ltda
Bloco A, Sala 1101, Torre Norte, Sao Paulo, Brazil
Provision of sales and marketing services
Ordinary
99%
ForeScout Technologies (India) Pvt Ltd
75/3 Indira Park, Rahey Puri Extension, Krishna Nagar, New Delhi, Delhi 110051, India
Provision of sales and marketing services
Ordinary
99%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(loss)
£
£

ForeScout Technologies FZ-LLC
1,400,373
345,646

ForeScout Technologies Pty Ltd
1,192,356
198,021

Fore-Scout Technologies, S. de R.L. de C.V.
(916)
37,123

ForeScout Tecnologia Promocao de Vendas Ltda
503,009
76,185

ForeScout Technologies (India) Pvt Ltd
289,904
387,939

Page 23

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
146,944
144,474

146,944
144,474


The comparative has been restated to show rent deposit balances, in the sum of £144,474, as falling due after more than one year rather than due within one year. This conforms with the method of presentation adopted in the current year.

2023
2022
£
£

Due within one year

Amounts owed by group undertakings
11,130,511
9,119,785

Other debtors
74,386
5,357

Prepayments and accrued income
160,546
89,423

Tax recoverable
415,010
145,303

Deferred taxation
226,502
172,161

12,006,955
9,532,029


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable
on demand.


11.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
168,508
37,002

Corporation tax
5,056
5,790

Other taxation and social security
167,019
288,313

Accruals and deferred income
1,922,274
2,487,991

2,262,857
2,819,096



Page 24

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Deferred taxation




2023
2022


£

£






At beginning of year
172,161
73,430


Charged to profit or loss
54,341
98,731



At end of year
226,502
172,161

The deferred tax asset is made up as follows:

2023
2022
£
£


Timing differences on share based payment expense
226,502
172,161

226,502
172,161


13.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary shares of £1.00 each
1,000
1,000

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and
the repayment of capital.



14.


Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 25

 

FORESCOUT TECHNOLOGIES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


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
310,760
297,812

Later than 1 year and not later than 5 years
723,404
1,034,164

1,034,164
1,331,976


16.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party
Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


17.


Controlling party

The parent undertaking of the smallest group of undertakings for which group financial statements are
drawn up and of which the company is a member is ForeScout Technologies, Inc., whose registered office
is at 190 West Tasman Drive, San Jose, CA 95134, USA. Copies of these group financial statements are
available to the public from the registered office.
The ultimate parent company is Ferrari Group Holdings, L.P., a company incorporated in the USA.
In the opinion of the directors there is no ultimate controlling party. 

 
Page 26