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Registered number: 05814460 FORESCOUT TECHNOLOGIES UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FORESCOUT TECHNOLOGIES UK LIMITED CONTENTS
| Page
Company information | 1
Strategic report | 2 - 3
Directors' report | 4
Directors' responsibilities statement | 5
Independent auditor's report | 6 - 9
Profit and loss account | 10
Balance sheet | 11
Statement of changes in equity | 12
Notes to the financial statements | 13 - 26
FORESCOUT TECHNOLOGIES UK LIMITED COMPANY INFORMATION
Directors | R D Gillespie
| R C Peasley
Company secretary | Taylor Wessing Secretaries Limited
Registered number | 05814460
Registered office | 5 New Street Square
| London
| EC4A 3TW
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
FORESCOUT TECHNOLOGIES UK LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present their strategic report on the company for the year ended 31 December 2024. The principal activity of the company during the year continued to be that of the provision of sales and marketing support services to its parent undertaking, ForeScout Technologies, Inc.
Business review
The results for the year and the financial position at the year end were as anticipated by the directors. After group restructuring, staff numbers decreased resulting in lower activity in the UK. The company has branches in the Philippines (ceased trading in 2025) and South Africa which continued to be profitable in 2024. The directors will continue to look to expand the company's operations as opportunities arise in appropriate markets. Due to the nature of the company's business model, it is anticipated that the company will remain profitable in 2025.
Principal risks and uncertainties
The principal risks and uncertainties facing the business are people risk, business environment, market risks and exchange rate risk. People risk Employees are the company's key asset. The company's success relies on recruiting, retaining and motivating talented employees. The company has appropriate remuneration and staff engagement/development policies to mitigate this risk. Business environment and market risks The parent company's revenues are concentrated in the software industry, which is highly competitive and undergoing constant change. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the company’s operations. The group continues to invest in software research and development to mitigate their risks. Exchange rate risk The company employs staff in different locations and is exposed to exchange rate fluctuations.
Financial key performance indicators
The directors consider employee numbers and expense as the key performance indicators of the company. Employee numbers have decreased from an average of 61 in the year ended 31 December 2023 to an average of 56 in the year ended 31 December 2024. The total employee cost has decreased from £12,547,242 for the year ended 31 December 2023 to £12,365,399 for the year ended 31 December 2024 based on the size of the workforce and corresponding commission structure, aligned to the mix of products to incentivise sales to those products. Profit before tax for the year ended 31 December 2024 was £874,610 (2023 - £1,113,725). The company's cash position of £574,861 at 31 December 2024 (2023 - £31,396) was due to the timing of funding inflows. Page 2
FORESCOUT TECHNOLOGIES UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Other key performance indicators
The directors are committed to promoting the health, safety and welfare of their staff and continue to ensure appropriate measures are undertaken in this regard. The directors are mindful of environmental issues and have sought to minimise the impact of the company's activities on the environment. This report was approved by the board and signed on its behalf.
R C Peasley Director
Date: 2 December 2025
Page 3
FORESCOUT TECHNOLOGIES UK LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Results and dividends
The profit for the year, after taxation, amounted to £595,074 (2023 - £710,818). The directors have declared and paid a dividend of £Nil (2023:£Nil).
Directors
The directors who served during the year were:
R D Gillespie
R S Hipolito (resigned 18 September 2024)
R C Peasley (appointed 19 September 2024)
Matters covered in the strategic report
As permitted by S414c(11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
Disclosure of information to auditor
Each of the persons who are directors at the time when this directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information. This report was approved by the board and signed on its behalf.
R C Peasley Director
Date: 2 December 2025
Page 4
FORESCOUT TECHNOLOGIES UK LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 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. Page 5
FORESCOUT TECHNOLOGIES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED FOR THE YEAR ENDED 31 DECEMBER 2024
Opinion
We have audited the financial statements of ForeScout Technologies UK Limited (the 'company') for the year ended 31 December 2024, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
FORESCOUT TECHNOLOGIES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Page 7
FORESCOUT TECHNOLOGIES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's operations; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested a sample of journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙reading the minutes of meetings of those charged with governance; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HM Revenue and Customs, relevant regulators including the Health and Safety Executive. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Page 8
FORESCOUT TECHNOLOGIES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORESCOUT TECHNOLOGIES UK LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Christopher Shepherd (senior statutory auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street Covent Garden London WC2B 5AH Date: 2 December 2025 Page 9
FORESCOUT TECHNOLOGIES UK LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 16,291,404 | 18,256,574
Administrative expenses |  | (15,454,831) | (17,148,933)
Operating profit | 5 | 836,573 | 1,107,641
Interest receivable and similar income |  | 38,037 | 6,084
Profit before tax |  | 874,610 | 1,113,725
Tax on profit | 7 | (279,536) | (402,907)
Profit for the financial year |  | 595,074 | 710,818
There are no items of other comprehensive income for 2024 or 2023 other than the profit for the year. As a result, no seperate statement of comprehensive income has been presented.
Page 10
|  | REGISTERED NUMBER:05814460
FORESCOUT TECHNOLOGIES UK LIMITED BALANCE SHEET AS AT 31 DECEMBER 2024
| 2024 | 2024 | 2023 | 2023
Note | £ | £ | £ | £
Fixed assets |  |  |  |  |
Tangible assets | 8 |  | 84,183 |  | 130,426
Fixed asset investments | 9 |  | 23,345 |  | 18,048
|  |  | 107,528 |  | 148,474
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 10 | 148,035 |  | 146,944 |
Debtors: amounts falling due within one year | 10 | 11,788,577 |  | 12,282,550 |
Cash at bank and in hand |  | 574,861 |  | 31,396 |
|  | 12,511,473 |  | 12,460,890 |
Creditors: amounts falling due within one year | 11 | (1,745,087) |  | (2,538,452) |
Net current assets |  |  | 10,766,386 |  | 9,922,438
Total assets less current liabilities |  |  | 10,873,914 |  | 10,070,912
Net assets |  |  | 10,873,914 |  | 10,070,912
Capital and reserves |  |  |  |  |
Called up share capital | 13 |  | 1,000 |  | 1,000
Profit and loss account | 14 |  | 10,872,914 |  | 10,069,912
Total equity |  |  | 10,873,914 |  | 10,070,912
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 December 2025.
R C Peasley
Director
The notes on pages 13 to 26 form part of these financial statements. Page 11
FORESCOUT TECHNOLOGIES UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 1,000 | 9,104,239 | 9,105,239
Comprehensive income for the year |  |  |
Profit for the year | - | 710,818 | 710,818
Total comprehensive income for the year | - | 710,818 | 710,818
Contributions by and distributions to owners |  |  |
Share based payments | - | 254,855 | 254,855
Total transactions with owners | - | 254,855 | 254,855
At 1 January 2024 | 1,000 | 10,069,912 | 10,070,912
Comprehensive income for the year |  |  |
Profit for the year | - | 595,074 | 595,074
Total comprehensive income for the year | - | 595,074 | 595,074
Contributions by and distributions to owners |  |  |
Share based payments | - | 207,928 | 207,928
Total transactions with owners | - | 207,928 | 207,928
At 31 December 2024 | 1,000 | 10,872,914 | 10,873,914
| The notes on pages 13 to 26 form part of these financial statements.
Page 12
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
ForeScout Technologies UK Limited provides sales and marketing support services to group companies. The company is a private company limited by shares incorporated in England and Wales. The address of its registered office is 5 New Street Square, London, EC4A 3TA. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3). The company was, at the end of the year, a wholly-owned subsidiary of ForeScout Technologies, Inc., a company incorporated in the USA, whose registered address is 190 West Tasman Drive, San Jose, CA 95134, USA. In accordance with the exemption given in Section 401 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts. The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102: ∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows); ∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows); ∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments); ∙Section 26 Share based payments (disclosure of share based payments); ∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation). The company is included in the consolidated financial statements of ForeScout Technologies, Inc. for the year ended 31 December 2024 and these financial statements may be obtained from 190 West Tasman Drive, San Jose, CA 95134, USA. The following principal accounting policies have been applied:
| 2.2 | Going concern
After making enquiries and having received a letter of financial support from the parent undertaking, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Page 13
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue from contracts to provide sales and marketing services to the parent company is recognised in the period in which the services are provided. Revenue is recognised to the extent that is probable that the company will receive the consideration due under the contract and the amount of revenue can be measured reliably. Revenue is measured as the fair value of the consideration received or receivable excluding value added tax.
| 2.4 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'administrative expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Operating leases: the company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 14
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Pensions
Defined contribution pension plan The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
| 2.8 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Page 15
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 25% |
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.12 | Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Page 16
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including other debtors, cash and bank balances and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Page 17
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued) Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
| 2.14 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 18
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, which are detailed in note 2, the only key judgement made by the directors is: Share based payments The company participates in an equity settled share based payment arrangement in which share options in its parent undertaking are issued to employees of the company. The fair value determined at the grant date is expensed on a straight line basis over the vesting period. The fair value is calculated using the appropriate fair value model with the estimated level of vesting being reviewed annually by management.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Rendering of services | 16,291,404 | 18,256,574
|  | 16,291,404 | 18,256,574
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United States of America | 16,291,404 | 18,256,574
|  | 16,291,404 | 18,256,574
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 66,512 | 60,814
| Exchange differences | 160,536 | 13,897
| Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements | 55,140 | 37,600
| Share-based payments | 207,928 | 254,855
Page 19
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 10,509,932 | 10,484,512
| Social security costs | 1,639,851 | 1,904,253
| Cost of defined contribution scheme | 215,616 | 158,477
|  | 12,365,399 | 12,547,242
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Sales and Marketing | 54 | 59
|  | Directors | 2 | 2
|  |  | 56 | 61
7. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 233,713 | 343,305
| Adjustments in respect of previous periods | 20,602 | -
| Foreign tax |  |
| Foreign tax on income for the year | 7,721 | 5,261
| Total current tax | 262,036 | 348,566
| Deferred tax |  |
| Origination and reversal of timing differences | 17,500 | 54,341
| Total deferred tax | 17,500 | 54,341
| Tax on profit | 279,536 | 402,907
Page 20
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 7.Taxation (continued)
| 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 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 874,434 | 1,113,725
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | 218,608 | 261,725
| Effects of: |  |
| Expenses not deductible for tax purposes | 40,326 | 141,182
| Adjustments to tax charge in respect of prior periods | 20,602 | -
| Total tax charge for the year | 279,536 | 402,907
| Factors that may affect future tax charges
There are no factors that may affect future tax charges. Page 21
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Tangible fixed assets
|  | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2024 | 60,623 | 162,253 | 222,876
| Additions | - | 20,662 | 20,662
| Disposals | - | (7,433) | (7,433)
| At 31 December 2024 | 60,623 | 175,482 | 236,105
| Depreciation |  |  |
| At 1 January 2024 | 14,946 | 77,504 | 92,450
| Charge for the year | 13,462 | 53,050 | 66,512
| Disposals | - | (7,040) | (7,040)
| At 31 December 2024 | 28,408 | 123,514 | 151,922
| Net book value |  |  |
| At 31 December 2024 | 32,215 | 51,968 | 84,183
| At 31 December 2023 | 45,677 | 84,749 | 130,426
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 18,048
| Additions | 5,297
| At 31 December 2024 | 23,345
Page 22
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the company:
| Name | Registered office | Principal activity | Class of shares | Holding
| ForeScout Technologies FZ-LLC | Premises 53, Ground Floor, Building 17, Dubai, UAE | Provision of sales and marketing services | Ordinary | 100%
| ForeScout Technologies Pty Ltd | Level 19, 181 William Street, Melbourne, VIC 3000, Australia | Provision of sales and marketing services | Ordinary | 100%
| Fore-Scout Technologies, S. de R.L. de C.V. | Cuernavaca 106, Condesa, Cuauhtemoc, 06140, Ciudad de Mexico, Mexico | Provision of sales and marketing services | Ordinary | 99.97%
| ForeScout Tecnologia Promocao de Vendas Ltda | Bloco A, Sala 1101, Torre Norte, Sao Paulo, Brazil | Provision of sales and marketing services | Ordinary | 99%
| ForeScout Technologies (India) Pvt Ltd | 75/3 Indira Park, Rahey Puri Extension, Krishna Nagar, New Delhi, Delhi 110051, India | Provision of sales and marketing services | Ordinary | 99%
| ForeScout Technologies Italy S.R.L. | Milano (MI) Via Michelangelo BuonarrotiTI 39 Cap 20145 | Provision of sales and marketing services | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(loss)
|  | £ | £
| ForeScout Technologies FZ-LLC | 2,078,803 | 307,956
| ForeScout Technologies Pty Ltd | 1,386,030 | 102,791
| Fore-Scout Technologies, S. de R.L. de C.V. | 50,857 | 22,194
| ForeScout Tecnologia Promocao de Vendas Ltda | 492,996 | 37,240
| ForeScout Technologies (India) Pvt Ltd | 1,377,464 | 716,016
| ForeScout Technologies Italy S.R.L. | 72,747 | 65,918
Page 23
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 148,035 | 146,944
|  | 148,035 | 146,944
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 11,128,481 | 11,130,511
| Other debtors | 43,386 | 74,386
| Prepayments and accrued income | 125,945 | 160,546
| Tax recoverable | 281,763 | 690,605
| Deferred taxation | 209,002 | 226,502
|  | 11,788,577 | 12,282,550
| Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 265,115 | 168,508
| Corporation tax | 7,094 | 280,651
| Other taxation and social security | 96,378 | 167,019
| Accruals and deferred income | 1,376,500 | 1,922,274
|  | 1,745,087 | 2,538,452
Page 24
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Deferred taxation
|  | 2024 | 2023
|  | £ | £
| At beginning of year | 226,502 | 172,161
| Charged to profit or loss | (17,500) | 54,341
| At end of year | 209,002 | 226,502
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Timing differences on share based payment expense | 209,002 | 226,502
|  | 209,002 | 226,502
13. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2023 - 1,000) Ordinary shares of £1.00 each | 1,000 | 1,000
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
14. | Reserves
Profit and loss account The profit and loss account includes all current and prior period retained profits and losses. Page 25
FORESCOUT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Commitments under operating leases
| At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 207,173 | 310,760
| Later than 1 year and not later than 5 years | 414,347 | 621,520
|  | 621,520 | 932,280
16. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
17. | Controlling party
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is ForeScout Technologies, Inc., whose registered office is at 190 West Tasman Drive, San Jose, CA 95134, USA. Copies of these group financial statements are available to the public from the registered office. The ultimate parent company is Ferrari Group Holdings, L.P., a company incorporated in the USA. In the opinion of the directors there is no ultimate controlling party.
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