REGISTERED NUMBER: 02619692 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

FORTNA UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

T J H Van Workum

K M Phelps

J Elazar

REGISTERED OFFICE:

Victoria House

199 Avebury Blvd

Milton Keynes

MK9 1AG

REGISTERED NUMBER:

02619692 (England and Wales)

AUDITORS:

BN Audit Services Limited (Statutory Auditors)

45a Station Road

Willington

Bedfordshire

MK44 3QL

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

REVIEW OF BUSINESS

The company continued to service its contracts with large retail companies by the implementation of logistics distribution within their warehousing.

The accounts for the year show a reduction in turnover to £20 million compared to £29 million in 2023. The company continues to set a structure for the future and has resulted in the company reporting a small profit for the year of £0.8 million before tax.

The company has maintained a strong financial position, with net assets of £7.3 million.

PRINCIPAL RISKS AND UNCERTAINTIES

In line with many other companies the main risks are identified as:

- Foreign exchange risk - the company operates in multiple currencies throughout the group. There is a risk of fluctuation in the exchange rate, which may affect profitability. The Directors continuously monitor the foreign exchange risk.

- Macroeconomic risk - there are various global and UK uncertainties due to inflationary pressure, due to global conflict and uncertainty that have an effect on the economy. This has included pressure on energy costs. The Directors monitor these pressures and incorporate planning to mitigate any potential issues that may arise for the company.

FUTURE DEVELOPMENTS

During the year Fortna UK Limited signed various new multi million pound contracts, which will be implemented over the next few years.

With the commencement of the new contracts in the current financial year, the directors are expecting an increase in turnover and profitability.

POST BALANCE SHEET EVENTS

There were no significant post balance sheet events.

ON BEHALF OF THE BOARD:

J Elazar - Director

24 October 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of providing consultancy and implementation services in warehousing, distribution and supply chain management.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

J Hilderhoff - resigned 1 July 2024

T Liguori - resigned 28 March 2024

T J H Van Workum - appointed 28 March 2024

K M Phelps - appointed 1 July 2024

J Elazar - appointed 1 July 2024

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J Elazar - Director

24 October 2025

Opinion

We have audited the financial statements of Fortna UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 2024 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 three, 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 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.

Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud, error or design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation (ie. gives a true and fair view).

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 Report of the Auditors.

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 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Clive Noel (Senior Statutory Auditor)

for and on behalf of BN Audit Services Limited (Statutory Auditors)

45a Station Road

Willington

Bedfordshire

MK44 3QL

24 October 2025

TURNOVER

3

20,941,085

29,073,198

Cost of sales

9,189,647

17,752,183

GROSS PROFIT

11,751,438

11,321,015

Administrative expenses

10,954,539

9,749,125

OPERATING PROFIT

5

796,899

1,571,890

Interest receivable and similar income

18,216

50,647

PROFIT BEFORE TAXATION

815,115

1,622,537

Tax on profit

6

282,989

366,179

PROFIT FOR THE FINANCIAL YEAR

532,126

1,256,358

PROFIT FOR THE YEAR

532,126

1,256,358

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

532,126

1,256,358

FIXED ASSETS

Tangible assets

7

531,030

645,529

CURRENT ASSETS

Debtors

8

20,004,422

28,435,811

Cash at bank and in hand

902,545

358,744

20,906,967

28,794,555

CREDITORS

Amounts falling due within one year

9

14,058,024

22,577,801

NET CURRENT ASSETS

6,848,943

6,216,754

TOTAL ASSETS LESS CURRENT LIABILITIES

7,379,973

6,862,283

PROVISIONS FOR LIABILITIES

11

19,571

34,007

NET ASSETS

7,360,402

6,828,276

CAPITAL AND RESERVES

Called up share capital

12

33,000

33,000

Capital redemption reserve

13

52,700

52,700

Retained earnings

13

7,274,702

6,742,576

SHAREHOLDERS' FUNDS

7,360,402

6,828,276

The financial statements were approved by the Board of Directors and authorised for issue on 24 October 2025 and were signed on its behalf by:

J Elazar - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

33,000

5,486,218

52,700

5,571,918

Changes in equity

Total comprehensive income

-

1,256,358

-

1,256,358

Balance at 31 December 2023

33,000

6,742,576

52,700

6,828,276

Changes in equity

Total comprehensive income

-

532,126

-

532,126

Balance at 31 December 2024

33,000

7,274,702

52,700

7,360,402

Cash flows from operating activities

Cash generated from operations

1

(7,317,687

)

14,358,931

Tax paid

(18,216

)

(16,883

)

Net cash from operating activities

(7,335,903

)

14,342,048

Cash flows from investing activities

Purchase of tangible fixed assets

-

(596,362

)

Interest received

18,216

50,647

Net cash from investing activities

18,216

(545,715

)

Cash flows from financing activities

Movement in intercompany balance

7,861,488

(22,179,106

)

Net cash from financing activities

7,861,488

(22,179,106

)

Increase/(decrease) in cash and cash equivalents

543,801

(8,382,773

)

Cash and cash equivalents at beginning of year

2

358,744

8,741,517

Cash and cash equivalents at end of year

2

902,545

358,744

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Profit before taxation

815,115

1,622,537

Depreciation charges

114,499

105,582

Intercompany loan written off

233,783

-

Finance income

(18,216

)

(50,647

)

1,145,181

1,677,472

Decrease in trade and other debtors

554,534

5,421,728

(Decrease)/increase in trade and other creditors

(9,017,402

)

7,259,731

Cash generated from operations

(7,317,687

)

14,358,931

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

902,545

358,744

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

358,744

8,741,517

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

358,744

543,801

902,545

358,744

543,801

902,545

Total

358,744

543,801

902,545

1.	STATUTORY INFORMATION

Fortna UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirement of paragraph 33.7.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Bad Debt Provision

Management continually assess contracts and associated debtors, and a provision is made for any debts that are considered doubtful at the year end. The provision is calculated on a contract by contract basis.

Turnover and contracts and work in progress

The turnover shown in the profit and loss account represents the amount of goods and services provided during the year, exclusive of Value Added Tax.

Revenue derived from project integration contracts is recognized over time, measured on the input basis of costs incurred to date to total estimated costs at completion for each contract. Management considers the relationship between actual cost incurred and total estimated costs at completion to be the best available measure of progress on the contracts. Due to the nature of the work required to be performed in satisfying the performance obligations of project integration sales, the estimation of total revenue and cost at completion is subject to several variables and requires management's judgment. In estimating costs, significant changes to the original estimates may be required during the life of the contract. These estimates are reviewed regularly through a detailed project review process as it is reasonably possible that the estimates used will change within the near term. The over-time method of accounting as it relates to project integration contracts involves considerable use of estimates in determining revenues, costs and profits and in assigning the amounts to accounting periods.

Management assesses the progress of each contract and recognizes the revenue and profit by reference to state of completion. Any contract work in progress is recognized on the balance sheet.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

The period of the lease

Fixtures and fittings

-

Straight line over 7 years

Computer equipment

-

Straight line over 3 years

All fixed assets are initially recorded at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Operating lease agreements

Amounts applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

20,941,085

29,073,198

20,941,085

29,073,198

4.	EMPLOYEES AND DIRECTORS

The average number of employees and directors during the period was 74 (2023 - 72).

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.24

31.12.23

£

£

Other operating leases

250,085

185,006

Depreciation - owned assets

114,499

105,582

Auditors' remuneration

10,000

8,000

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

297,425

357,247

Deferred tax

(14,436

)

8,932

Tax on profit

282,989

366,179

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

Profit before tax

815,115

1,622,537

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

203,779

405,634

Effects of:

Expenses not deductible for tax purposes

6,575

6,085

Depreciation in excess of capital allowances

28,625

10,650

Deferred tax movement

(14,436

)

8,932

Inter Company Loan written off

58,446

-

Tax loss brought forward

-

(42,650

)

Adjustment for tax rate of 19% for period to 5th April 2023

-

(22,472

)

Total tax charge

282,989

366,179

7.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

and

Computer

property

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

and 31 December 2024

594,003

9,268

288,898

892,169

DEPRECIATION

At 1 January 2024

84,501

8,800

153,339

246,640

Charge for year

56,754

458

57,287

114,499

At 31 December 2024

141,255

9,258

210,626

361,139

NET BOOK VALUE

At 31 December 2024

452,748

10

78,272

531,030

At 31 December 2023

509,502

468

135,559

645,529

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

2,788,073

2,919,136

Amounts owed by group undertakings

17,011,148

24,888,003

VAT

154,755

539,620

Prepayments

50,446

89,052

20,004,422

28,435,811

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

1,131,284

713,202

Amounts owed to group undertakings

2,041,517

1,823,100

Tax

169,676

(109,532

)

Social security and other taxes

386,804

193,165

Other creditors

-

62,773

Deferred income

9,551,651

18,636,950

Accrued expenses

777,092

1,258,143

14,058,024

22,577,801

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

128,180

49,818

Between one and five years

277,723

462,902

405,903

512,720

The company has a non-cancellable operating lease for its primary office space, which includes a tenant break clause exercisable in February 2028. While the current legal commitment expires at this break date, it is management's present intention to exercise the renewal option and continue the lease. The disclosed commitments reflect only the legally enforceable payments up to the earliest break date.

11.	PROVISIONS FOR LIABILITIES

31.12.24

31.12.23

£

£

Deferred tax

19,571

34,007

Deferred

tax

£

Balance at 1 January 2024

34,007

Accelerated capital allowances

(14,436

)

Balance at 31 December 2024

19,571

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

33,000

Ordinary £1 'A' shares

1

33,000

33,000

13.

RESERVES

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1 January 2024

6,742,576

52,700

6,795,276

Profit for the year

532,126

532,126

At 31 December 2024

7,274,702

52,700

7,327,402

14.	ULTIMATE PARENT COMPANY

Fortna Group Holdings, Inc (incorporated in USA ) is regarded by the directors as being the company's ultimate parent company.

The parent company that draws up the consolidated financial statements for the group is Fortna Inc. Their registered office address is:

1349 W Peachtree St. NW

Suite 1300

Atlanta

GA 30309