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Registered number: 12543220









PENTERA SECURITY UK LTD









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
PENTERA SECURITY UK LTD
REGISTERED NUMBER: 12543220

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
8,399
8,042

  
8,399
8,042

Current assets
  

Debtors
  
5,432,730
2,751,244

Cash at bank and in hand
  
1,499,960
266,432

  
6,932,690
3,017,676

Creditors: amounts falling due within one year
  
(6,035,219)
(2,378,972)

Net current assets
  
 
 
897,471
 
 
638,704

Total assets less current liabilities
  
905,870
646,746

Creditors: amounts falling due after more than one year
 5 
(247,512)
(156,584)

Provisions for liabilities
  

Deferred tax
 6 
(1,462)
-

  
 
 
(1,462)
 
 
-

Net assets
  
656,896
490,162


Capital and reserves
  

Called up share capital 
 7 
1
1

Capital contribution
 8 
539,986
351,058

Profit and loss account
 8 
116,909
139,103

  
656,896
490,162


Page 1

 
PENTERA SECURITY UK LTD
REGISTERED NUMBER: 12543220
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

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

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

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

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




A Ratzon
Director

Date: 7 April 2025

The notes on pages 4 to 11 form part of these financial statements.

Page 2

 
PENTERA SECURITY UK LTD
 

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


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

£
£
£
£


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


Comprehensive income for the year

Profit for the year
-
-
69,544
69,544


Contributions by and distributions to owners

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



At 1 January 2023
1
351,058
139,103
490,162


Comprehensive income for the year

Loss for the year
-
-
(22,194)
(22,194)


Contributions by and distributions to owners

Share based payment credit
-
188,928
-
188,928


At 31 December 2023
1
539,986
116,909
656,896


The notes on pages 4 to 11 form part of these financial statements.

Page 3

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The principal activity of Pentera Security UK Limited ("the Company") is selling and promoting the automated penetration technology developed by the parent entity, Pentera Security Limited. 
The Company is a private company limited by shares and is incorporated in England and Wales.
The Registered Office address is 35 Ballards Lane, London N3 1XW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' ("FRS 102") and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The following principal accounting policies have been applied:

 
2.2

Going concern

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

As at 31 December 2023, the Company had net assets of £656,896 (2022: £490,162). Included within creditors is an amount of £1,306,015 (2022: £1,447,318) owed to the parent company and the Company is dependent on the continued support of the parent company to allow it to meet its financial obligations as they fall due and also not seeking repayment of existing loans made to the Company.

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

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

Page 4

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Sterling.

Transactions and balances

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

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

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

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

 
2.4

Revenue

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

Rendering of services

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

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

Page 5

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Pensions

Defined contribution pension plan

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

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

 
2.7

Share-based payments

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

Page 6

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

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

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

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

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


 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.

Page 7

 
PENTERA SECURITY UK LTD
 
 
 
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.


3.


Employees

The average monthly number of employees, including directors, during the year was 12 (2022 - 11).


4.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 January 2023
15,010


Additions
5,453



At 31 December 2023

20,463



Depreciation


At 1 January 2023
6,968


Charge for the year on owned assets
5,096



At 31 December 2023

12,064



Net book value



At 31 December 2023
8,399



At 31 December 2022
8,042


5.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Accruals and deferred income
247,512
156,584


Page 8

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Deferred taxation




2023
2022


£

£






At beginning of year
85,413
18,938


Charged to Comprehensive Income
(86,875)
66,475



At end of year
(1,462)
85,413

The deferred taxation balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(2,100)
(2,011)

Short term timing differences
638
87,424

(1,462)
85,413


7.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1



8.


Reserves

Capital contribution

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

This represents total undistributed profits.
Page 9

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Share-based payments

The ultimate parent undertaking, Pentera Security Ltd., operates a share-based payment scheme for its  employees and has granted share options. Where the relevant option holders are employees of this
Company, the charge is treated as an expense in the financial statements of this Company in accordance
with Section 26 of FRS 102. 
A reconciliation of share option movements is shown below:
Weighted average exercise price (pence)
($) 2023
Number
2023
Weighted average exercise price
(pence)
($) 2022
Number
2022

Outstanding at the beginning of the year

0.76

913,250

0.43
 
880,000
 
Granted during the year

1.43

208,500

1.18
 
188,750
 
Forfeited during the year

0

-

-0.5
 
(104,200)
 
Exercised during the year

0

-

-0.35
 
(51,300)
 
Outstanding at the end of the year
2.18

1,121,750

0.76
 
913,250
 

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

2023
2022

Option pricing model used


Black- Scholes

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


Between 0.20 and 1.30

Between 0.20 and 1.30
 
Exercise price (US$)


Between 0.35 and 1.43

Between 0.35 and 1.43
 
Option life (years)


Between 4 and 6

4
 
Expected volatility


between 48.2 and 77.1%

77.1%
 
Expected dividend growth rate


None

None
 
Risk-free interest rate


between 1.12 and 4.568%

1.12%
 

Page 10

 
PENTERA SECURITY UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.Share-based payments (continued)

The total charge for the period in respect of the share-based payments was £188,928 (2022: £268,760). The charge is treated as an expense in the Statement of Comprehensive Income and as a capital contribution by the ultimate parent undertaking, Pentera Security Ltd.


10.


Prior year adjustment

The comparative information has been restated from the figures previously reported in the prior year financial statements to reclassify consulting costs of £920,962 from administration expenses to cost of sales. This presentational adjustment has had no impact on net assets or profits as previously reported.


11.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Included in other creditors
are contributions of £9,162 (2022: £6,609) payable to the fund at the Statement of Financial Position date.


12.


Related party transactions

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


13.


Controlling party

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


14.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 10 April 2025 by David Landau FCA (Senior Statutory Auditor) on behalf of BKL Audit LLP.

 
Page 11