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Registered number: 12796209









ARMIS SECURITY UK HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
J Carr 
E A Harari 




Registered number
12796209



Registered office
Suite 4
7th Floor

50 Broadway

London

SW1H 0DB




Independent auditor
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

Berkshire

RG6 1RB





 
ARMIS SECURITY UK HOLDINGS LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 8
Profit and Loss Account
9
Balance Sheet
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 30


 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

Introduction
 
The directors present their strategic report for the year ended 31 January 2024.

Business review
 
The Company continued its principal activities throughout the current year as providing sales and marketing services for the parent company and sales to third parties. The Group is an asset intelligence cybersecurity group which sells an asset intelligence to analyse endpoint behaviour to identify risks and attacks, to protect the entire attack surface and manage the organization's cyber risk exposure in real time. The Company sells this platform to third parties and also has a low-risk distribution agreement with the parent where the Company recharges the parent for a 2.7% net profit.
On 31 March 2025 the directors passed a resolution to change the name of the Company from Armis Security UK Limited to Armis Security UK Holdings Limited.
The results of the Company for the year show a loss on ordinary activities before tax of £157,261 (2023: loss of £774,157). The loss is as a result of certain expenses being excluded from the low-risk distribution agreement. The shareholders' funds for the Company total £948,428 (deficit) (2023: deficit £619,812 as restated).
Results and dividends
The loss for the year, after taxation, amounted to £328,616 (2023: loss of £696,510 as restated)
No dividends will be distributed for the year ended 31 January 2024 (2023: £nil).
Future developments
The directors considers that the forthcoming financial year will be another year of increased operational growth. The aim is to expand brand awareness and sales capacity. Overall, the Director believes that the Company will be able to support business growth of Armis Security Ltd, the ultimate parent company.
In 2025 the directors made a decision to restructure the Company which will see further European subsidiaries formed and a transition of European employees and customers being transferred to the local subsidiary with the Company ultimately becoming a holding entity for its subsidiaries.

Principal risks and uncertainties
 
The management continually monitor the key risks facing the Company together with assessing controls used for managing these risks. The Board of Directors formally reviews and documents the principal risks facing the business at least annually.
The principal risks and uncertainties facing the Company are as follows:
 
Future circumstances may differ to include general economic risks as well as specific economic risks, uncertainty regarding increased business;
 
Technological changes that make the Group's products and services less competitive;
 
The majority of the revenue for Armis UK Limited is derived from services provided to Armis Security Ltd, the ultimate parent company. The Directors are aware of this arrangement and consider it to be the most appropriate business model.

Page 1

 
ARMIS SECURITY UK HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Financial key performance indicators
 
Management use a range of performance measures to monitor and manage the business. The financial key performance indicators as set out below:
 
Working capital - The Company defines working capital as current assets less current liabilities. This financial metric represents operating liquidity available to the business.
 
Free cash flow - The Company defines free cash flow as net cash provided by operating activities less capital expenditures. The Company considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the acquisition of property and equipment, can be used for strategic opportunities, including investing in business, making strategic acquisitions, and strengthening the financial position of the Company.

Going concern
 
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. This expectation is based on the arrangement with Armis Security Ltd the Company's parent, to provide financial support to the Company to enable it to settle its debts as they fall due for a period of not less than a year from the date of the approval of the financial statements.


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



J Carr
Director

Date: 22 May 2025

Page 2

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

The directors present their report and the financial statements for the year ended 31 January 2024.

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 judgments 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 £328,616 (2023 - loss £696,510 as restated).

No dividends will be distributed for the year ended 31 January 2024 (2023 - £nil).

Director

The director who served during the year was:

Y Dibrov (resigned 13 March 2025)

Subsequent to the balance sheet date, on 13 March 2025 J Carr and E A Harari were appointed as directors of the Company.

Future developments

Please see the strategic report for further information in relation to future developments.

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by the The 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 future developments, risk and uncertainties and financial risk management objectives and policies.

Page 3

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

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.

Post balance sheet events

After the year end, on 5 March 2024 the Company entered into an agreement with Hercules Capital, Inc. ("Hercules") to provide security, by way of debenture over all assets and undertakings of the Company, in respect of the loan agreement with Hercules, entered into in March 2024 by the ultimate parent company, Armis Security Ltd. The loan agreement provides for a term loan in aggregate principal amount of up to $150 million, available in three tranches. 
On 31 March 2025 the directors passed a resolution to change the name of the company from Armis Security UK Limited to Armis Security UK Holdings Limited.
On 25 April 2025 a new subsidiary was established in the UK called Armis Security UK Limited. The directors have made a decision to restructure the Company which will see further European subsidiaries formed and a transition of European employees and customers being transferred to the local subsidiary with the Company ultimately becoming a holding entity for its subsidiaries.

Auditor

The auditor, Nortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





J Carr
Director

Date: 22 May 2025

Page 4

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARMIS SECURITY UK HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Armis Security UK Holdings Limited (the 'Company') for the year ended 31 January 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, 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 January 2024 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 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 5

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARMIS SECURITY UK HOLDINGS LIMITED (CONTINUED)


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 3, 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 6

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARMIS SECURITY UK HOLDINGS LIMITED (CONTINUED)


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 objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows: 
 
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
 
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.
 
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.


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.


Page 7

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARMIS SECURITY UK HOLDINGS LIMITED (CONTINUED)


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.





Karen Cairns (Senior Statutory Auditor)
  
for and on behalf of
Nortons Assurance Limited
 
Chartered Accountants and Statutory Auditor
  
Second Floor
NOW Building
Thames Valley Park
Reading
Berkshire
RG6 1RB

22 May 2025
Page 8

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
32,648,383
23,208,798

Cost of sales
  
(6,891,151)
(3,755,411)

Gross profit
  
25,757,232
19,453,387

Administrative expenses
  
(25,928,677)
(20,189,946)

Operating loss
 5 
(171,445)
(736,559)

Amounts written off investments
  
-
(21,584)

Interest receivable and similar income
 8 
14,184
102

Interest payable and similar expenses
 9 
-
(16,116)

Loss before tax
  
(157,261)
(774,157)

Tax on loss
 10 
(171,355)
77,647

Loss for the financial year
  
(328,616)
(696,510)

There are no items of other comprehensive income for 2024 or 2023 other than the loss for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 30 form part of these financial statements.

Page 9

 
ARMIS SECURITY UK HOLDINGS LIMITED
REGISTERED NUMBER: 12796209

BALANCE SHEET
AS AT 31 JANUARY 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
303,435
167,662

Investments
 12 
-
-

  
303,435
167,662

Current assets
  

Debtors: amounts falling due within one year
 13 
12,546,269
9,454,430

Cash at bank and in hand
 14 
4,769,684
2,854,885

  
17,315,953
12,309,315

Creditors: amounts falling due within one year
 15 
(15,330,625)
(11,744,229)

Net current assets
  
 
 
1,985,328
 
 
565,086

Total assets less current liabilities
  
2,288,763
732,748

Creditors: amounts falling due after more than one year
 16 
(3,237,191)
(1,352,560)

  

Net liabilities
  
(948,428)
(619,812)


Capital and reserves
  

Called up share capital 
 18 
100
100

Profit and loss account
 19 
(948,528)
(619,912)

  
(948,428)
(619,812)


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



J Carr
Director

Date: 22 May 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 10

 
ARMIS SECURITY UK HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 February 2022
100
76,598
76,698


Comprehensive income for the year

Loss for the year (as restated)
-
(696,510)
(696,510)
Total comprehensive income for the year
-
(696,510)
(696,510)



At 1 February 2023 (as previously stated)
100
(700,250)
(700,150)

Prior year adjustment - correction of error (note 21)
-
80,338
80,338


At 1 February 2023 (as restated)
100
(619,912)
(619,812)


Comprehensive income for the year

Loss for the year
-
(328,616)
(328,616)
Total comprehensive income for the year
-
(328,616)
(328,616)


At 31 January 2024
100
(948,528)
(948,428)


The notes on pages 14 to 30 form part of these financial statements.

Page 11

 
ARMIS SECURITY UK HOLDINGS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024

As restated
2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(328,616)
(696,510)

Adjustments for:

Depreciation of tangible assets
84,611
45,417

Loss on disposal of tangible assets
-
1,452

Interest paid
-
16,116

Interest received
(14,184)
(102)

Taxation charge
171,355
(77,647)

Decrease/(increase) in debtors
473,590
(947,203)

(Increase) in amounts owed by groups
(1,505,912)
(2,395,217)

Increase in creditors
3,240,155
6,169,147

Corporation tax received/(paid)
-
(56,500)

Impairment of investments
-
21,584

Net cash generated from operating activities

2,120,999
2,080,537


Cash flows from investing activities

Purchase of tangible fixed assets
(220,384)
(137,821)

Purchase of fixed asset investments
-
(21,584)

Interest received
14,184
102

Net cash from investing activities

(206,200)
(159,303)

Cash flows from financing activities

Interest paid
-
(16,116)

Net cash used in financing activities
-
(16,116)

Net increase in cash and cash equivalents
1,914,799
1,905,118

Cash and cash equivalents at beginning of year
2,854,885
949,767

Cash and cash equivalents at the end of year
4,769,684
2,854,885


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,769,684
2,854,885

4,769,684
2,854,885


The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
ARMIS SECURITY UK HOLDINGS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2024




At 1 February 2023
Cash flows
At 31 January 2024
£

£

£

Cash at bank and in hand

2,854,885

1,914,799

4,769,684


2,854,885
1,914,799
4,769,684

The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

Armis Security UK Holdings Limited (formerly called Armis Security UK Limited) ("the Company") is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is Suite 4, 7th Floor 50 Broadway, London, SW1H 0DB.
On 31 March 2025 the directors passed a resolution to change the name of the Company from Armis Security UK Limited to Armis Security UK Holdings Limited.
The principal activity of the Company is to provide sales and marketing services for the parent company and sales to third parties. The Group is an asset intelligence cybersecurity group which sells an asset intelligence to analyse endpoint behaviour to identify risks and attacks, to protect the entire attack surface and manage the organization's cyber risk exposure in real time. The Company sells this platform to third parties and also has a low-risk distribution agreement with the parent where the Company recharges the parent for a 2.7% net profit.

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 following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 402 of the Companies Act 2006.

 
2.3

Going concern

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. This expectation is based on the arrangement with Armis Security Ltd, the Company's parent, to provide financial support to the Company to enable it to settle its debts as they fall due for a period of not less than a year from the date of the approval of the financial statements.

Page 14

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest whole £.

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 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

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:

Revenue from third parties
Revenue is recognised when control of the promised goods or services is transferred to the customer, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. 
For each arrangement the Company assesses whether it is acting as the principal that has promised to provide goods or services to its customers or an agent which arranges for goods or services to be provided by the principal to an end customer. The Company’s revenue is reported net of agent fees, sales tax, value added tax and related surcharges. Revenue is primarily derived from software licenses and recognised over the license period.
Revenue from parent
Revenue is derived from sales and marketing services provided to the parent and is recognised on a Limited Risk Distributor (LRD) model.  

Page 15

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
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.

 
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 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.

Page 16

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

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 balance sheet 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.


 
2.9

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.

The estimated useful lives range as follows:

Computer equipment
-
3 years
Other fixed assets
-
4 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 profit or loss.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 17

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
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.

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.

 
2.12

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.

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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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.

Page 18

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)

Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The critical judgments that the Directors have made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.
ii) Share-based payments
Share-based payments expense related to share awards is recognised based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model.
The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying ordinary shares, the expected term of the option, the expected volatility of the price of the underlying ordinary shares, risk-free interest rates, and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The related share-based payment expense is recognised on a straight-line basis over the requisite service period of the awards, including awards with graded vesting where there are no additional conditions for vesting other than service conditions.

Page 19

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

4.


Turnover

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


As restated
2024
2023
£
£

Software revenue
8,107,236
4,418,131

Intercompany revenue
24,541,147
18,790,667

32,648,383
23,208,798


Analysis of turnover by country of destination:

As restated
2024
2023
£
£

United Kingdom
815,908
660,391

Rest of Europe
7,241,576
3,743,180

Rest of the world
24,590,899
18,805,227

32,648,383
23,208,798



5.


Operating loss

The operating loss is stated after charging:

As restated
2024
2023
£
£

Depreciation of tangible fixed assets
84,611
45,417

Exchange differences
390,340
847,012

Impairment of investments in subsidiaries
-
21,584

Share-based payment
538,066
346,817


6.


Auditor's remuneration

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


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
20,000
17,000

Page 20

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
15,082,872
9,734,420

Social security costs
2,437,140
1,747,511

Cost of defined contribution scheme
679,798
160,291

18,199,810
11,642,222


The average monthly number of employees, excluding the director, during the year was as follows:


        2024
        2023
            No.
            No.







Sales
70
34



Marketing
10
8



Administration
8
3



Cost of sales
13
4



CTO
1
-



Research and development
1
-

103
49

All director's emoluments have been borne by the parent company, Armis Security Ltd. The director's services to the Company do not occupy a significant amount of their time. As such the director does not consider that they have received any remuneration for their incidental services to the Company for the periods ending 31 January 2024 and 31 January 2023.


8.


Interest receivable

2024
2023
£
£


Other interest receivable
14,184
102


9.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
-
16,116

Page 21

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

10.


Taxation


As restated
2024
2023
£
£

Corporation tax


Current tax on profits for the year
143,910
-

Adjustments in respect of previous periods
806
1,064


Total current tax
144,716
1,064

Deferred tax


Origination and reversal of timing differences
26,639
(78,711)

Total deferred tax
26,639
(78,711)


171,355
(77,647)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 24% (2023 - 19%). The differences are explained below:

As restated
2024
2023
£
£


Loss on ordinary activities before tax
(157,261)
(774,157)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24% (2023 - 19%)
(37,743)
(147,090)

Effects of:


Capital allowances for year in excess of depreciation
-
(17,281)

Permanent differences
182,462
73,786

Effects of share based payments
60,662
(10,844)

Other timing differences
-
22,718

Prior year differences
806
1,064

Corporation tax rate changes
2,749
-

Other differences leading to an increase (decrease) in the tax charge
(37,581)
-

Total tax charge for the year
171,355
(77,647)

Page 22

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
 
10.Taxation (continued)


Tax rate changes

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). For the financial year ended 31 January 2024 the weighted average tax rate is 24.03%.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.


11.


Tangible fixed assets





Computer equipment
Other fixed assets
Total

£
£
£



Cost or valuation


At 1 February 2023
221,208
-
221,208


Additions
64,117
156,267
220,384



At 31 January 2024

285,325
156,267
441,592



Depreciation


At 1 February 2023
53,546
-
53,546


Charge for the year on owned assets
84,611
-
84,611



At 31 January 2024

138,157
-
138,157



Net book value



At 31 January 2024
147,168
156,267
303,435



At 31 January 2023
167,662
-
167,662

Page 23

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

12.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2023
21,584



At 31 January 2024

21,584



Impairment


At 1 February 2023
21,584



At 31 January 2024

21,584



Net book value



At 31 January 2024
-



At 31 January 2023
-

Subsidiary undertakings
The Company holds 100% of the issued share capital of Armis Security Software Middle East FZ-LLC, a company registered in Dubai at Unit 315, Dubai Internet City Building 1, DIC Building 1 - Al Sufouh - Dubai Internet City - Dubai - United Arab Emirates.
The subsidiary has been excluded from consolidation by section 402 of the Companies Act 2006.
Armis Security Software Middle East FZ-LLC has generated neither a profit or loss for the year ended 31 January 2024, has nil reserves as at 31 January 2024 and is dormant as at the year end.

Page 24

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

13.


Debtors

As restated
2024
2023
£
£


Trade debtors
1,673,372
1,944,658

Amounts owed by group undertakings
9,731,876
6,139,002

Other debtors
761,379
588,683

Prepayments and accrued income
343,603
719,409

Deferred taxation
36,039
62,678

12,546,269
9,454,430


Amounts owed by group undertakings are interest free and repayable on demand.


14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
4,769,684
2,854,885



15.


Creditors: Amounts falling due within one year

As restated
2024
2023
£
£

Trade creditors
896,148
294,967

Amounts owed to group undertakings
6,103,382
4,016,420

Corporation tax
143,910
-

Other taxation and social security
650,316
359,013

Other creditors
84,226
47,303

Accruals and deferred income
7,452,643
7,026,526

15,330,625
11,744,229


Amounts owed to group undertakings are interest free and repayable on demand.

Page 25

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Accruals and deferred income
3,237,191
1,352,560



17.


Deferred taxation




2024
2023


£

£






At beginning of year (2024 as restated)
62,678
(16,033)


Charged to profit or loss (2023 as restated)
(26,639)
78,711



At end of year (2023 as restated)
36,039
62,678

The deferred tax asset is made up as follows:

As restated
2024
2023
£
£


Accelerated capital allowances
(75,859)
(41,916)

Share-based payments
16,466
15,423

Other timing differences
95,432
89,171

36,039
62,678

The net deferred tax asset expected to reverse in the next 12 months is £61,888 (2023: £75,199 as restated).

Page 26

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Share Capital shares of £1.00 each
100
100

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. The ordinary shares each carry one voting right.



19.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

Page 27

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

20.


Share-based payments

The parent company, Armis Security Ltd, operates an Employee non-qualified share option scheme which is open to Group employees. For the employee share option scheme the options are exercisable at a price equal to the Company's share price at the date of grant.
Non-qualified stock options
The Company estimates the fair value of equity-based payment awards 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. 
Share options are cancelled if the employee leaves the Company before the options vest. To allow for the  effects of early exercise, the expected life has been adjusted based on management's best estimate for exercise restrictions and behavioural considerations.
In determining the fair value of the stock options, the Black-Scholes option pricing mode is used which is internationally recognised as being appropriate to value employee share schemes similar to that of the  Company.

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

1.18

4,757,241

0.42
 
2,349,799
 
Transfers during the year

0.61

650,002

-
 
-
 
Granted during the year

0.77

1,585,721

1.31
 
4,322,750
 
Forfeited during the year

0.90

(644,587)

0.87
 
(1,196,030)
 
Exercised during the year

0.77

(190,976)

0.53
 
(719,278)
 
Outstanding at the end of the year
0.78

6,157,401

1.18
 
4,757,241
 



As restated
2024
2023
£
£


Equity-settled schemes
538,066
346,817

Modifications to share based payments
In June 2023, the Board of Directors approved a reduction in the exercise price of eligible employees’ outstanding options to purchase shares of the parent company’s common stock. The new exercise price per share for each repriced option was reduced from an original exercise price of $1.31 per share to an exercise price of $0.88 per share. All other terms set forth in the original option agreements, including vesting schedules contained therein, remained unchanged. This has been accounted for as a modification with the related incremental cost being expensed over the remaining vesting period.

Page 28

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

21.


Prior year adjustment

The comparatives in these financial statements have been restated to reduce the share-based payment expense for the year ended 31 January 2023 by £419,207. Due to the intercompany arrangement in place this has resulted in a corresponding decrease in intercompany revenue. 
The adjustment has arisen as management determined that the estimated volatility used in measuring the fair value of share-based payments was incorrect and as such this has been recognised as a prior year adjustment.
The total impact of this restatement for the year ended 31 January 2023 is as follows: 
Increase in intercompany revenue - £419,207
Reduction in share based payment expense - £419,207
Reduction in tax expense - £80,338
Increase in deferred tax asset - £57,808
Reduction in corporation tax liability - £21,724
Increase in corporation tax receivable (debtors) - £806
Decrease in loss for the year ended 31 January 2023 - £80,338
Increase in capital and reserves - £80,338


22.


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. The pension cost charge represents contributions payable by the Company to the fund and amounted to £679,798 (2023: £160,291). Contributions totalling £84,226 (2023: £47,303) were payable to the fund at the balance sheet date.


23.


Post balance sheet events

After the year end, on 5 March 2024 the Company entered into an agreement with Hercules Capital, Inc. ("Hercules") to provide security, by way of debenture over all assets and undertakings of the Company, in respect of the loan agreement with Hercules, entered into in March 2024 by the ultimate parent company, Armis Security Ltd. The loan agreement provides for a term loan in aggregate principal amount of up to $150 million, available in three tranches. 
On 31 March 2025 the directors passed a resolution to change the name of the company from Armis Security UK Limited to Armis Security UK Holdings Limited.
On 25 April 2025 a new subsidiary was established in the UK called Armis Security UK Limited. The directors have made a decision to restructure the Company which will see further European subsidiaries formed and a transition of European employees and customers being transferred to the local subsidiary with the Company ultimately becoming a holding entity for its subsidiaries.

Page 29

 
ARMIS SECURITY UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

24.


Controlling party

The ultimate parent company is Armis Security Ltd., a company incorporated and registered at 8 Itzhak Sade St, Acro Tower, 12 Floor, Tel Aviv, Israel, 6777508
Armis Security Ltd. is the largest and smallest company for which consolidated accounts including Armis Security UK Limited are prepared.

 
Page 30