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Registered number: 12136011
FORTER SOLUTIONS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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FORTER SOLUTIONS UK LIMITED
COMPANY INFORMATION
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Scott Buell (resigned 12 February 2026)
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Anthony Barsoom (resigned 15 February 2025)
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James Lejeal (appointed 12 February 2026)
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Chartered Accountants & Statutory Auditor
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FORTER SOLUTIONS UK LIMITED
CONTENTS
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Independent Auditors' Report to the members of Forter Solutions UK Limited
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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FORTER SOLUTIONS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The Directors present their strategic report for Forter Solutions UK Limited (the Company) for the year ended 31 January 2026.
The principal activity of the Company continues to be the distribution of the parent company’s Forter Trust Platform. The Forter Trust Platform applies identity intelligence at every step of the digital commerce journey, filtering out fraud and allowing merchants to focus their business on growing customer lifetime value and is distributed as software as a service. The Company’s parent office is located in Tel Aviv, Israel.
Developments during the year
The Company continues to focus on revenue growth, while at the same time working to maintain profitability. In addition, the Company continues to focus on improving the service provided to merchants by improving its machine learning models to maintain and improve a high degree of accuracy, efficiency, and automation in its automated decisioning process.
Principal risks and uncertainties
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The management of the business and the execution of the Company’s strategy are subject to a number of risks. The key business risks and uncertainties affecting the Company are considered to relate to competition and employee retention and economic downturn.
Economic factors, such as interest rates, inflation, currency exchange rates, changes in monetary and related policies, market volatility, consumer confidence, recession or recessionary indicators, supply chain issues, unemployment rates, and real wages, are among the most significant factors that impact consumer spending behaviour. Weak economic conditions or a significant deterioration in economic conditions, including prolonged recession with sustained high interest rates and unemployment rates, may reduce the amount of disposable income available to consumers, which, in turn, reduces consumer spending and merchant transaction volumes which, in turn, could impact the company's revenue.
The Company's senior management team has taken steps to understand and evaluate these risks in order to achieve the objective of creating long-term, sustainable returns.
Key performance indicators
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Management uses revenue growth as the most significant key performance indicator for the Company’s business. The Company’s revenues were £25,273,691 during the year ended 31 January 2026 (Period ended 31 January 2025 - £23,879,825), which is an increase year on year of 6% due to higher transaction volume in the travel industry as well as continued merchant activity in areas such as apparel, accessories and beauty.
The Company continues to focus on revenue growth, while at the same time working to maintain profitability. In addition, the Company continues to focus on improving the customer service quality it provides to customers.
Research and development is undertaken with the purpose of advancing the Company's offerings to help meet its wider strategic goals.
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FORTER SOLUTIONS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
This report was approved by the board on and signed on its behalf.
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FORTER SOLUTIONS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The Directors present their report and the financial statements for the year ended 31 January 2026.
Directors' responsibilities statement
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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 judgements 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; and
∙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.
The loss for the year, after taxation, amounted to £848,914 (2025 - loss £2,795,195).
The Directors do not recommend a final dividend payment to be made in respect of the year ended 31 January 2026 (Period ended 31 January 2025 - £Nil).
The Directors who served during the year and up to the date of signing were:
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Scott Buell (resigned 12 February 2026)
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Anthony Barsoom (resigned 15 February 2025)
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James Lejeal (appointed 12 February 2026)
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Matters covered in the Strategic Report
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The Company has chosen in accordance with Companies Act, s.414C(11) to set out in the Company's Strategic Report information required by 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 the review of the business review and financial position at the reporting date, key performance indicators, future developments, principal risks and uncertainties and financial risk management.
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FORTER SOLUTIONS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Disclosure of information to auditors
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the Directors have 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 auditors are aware of that information.
Economic impact of global events
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UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
Forter Solutions UK Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Post balance sheet events
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There have been no significant events affecting the Company since the period end which requires disclosure within these financial statements.
The auditors, Forvis Mazars LLP, were reappointed in the year in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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FORTER SOLUTIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
Opinion
We have audited the financial statements of Forter Solutions UK Limited (the ‘Company’) for the year ended 31 January 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and 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 FRS 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 2026 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 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.
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FORTER SOLUTIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
Other information
The other information comprises the information included in the Strategic Report and the Directors' Report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Strategic Report and the Directors' 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.
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 Directors' Report for the 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 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 and 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.
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FORTER SOLUTIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation and the Companies Act 2006.
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FORTER SOLUTIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORTER SOLUTIONS UK LIMITED
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to: posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 the audit 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.
Jonathan Marchant (Senior statutory auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
8th Floor
Bristol
BS2 0JJ
23 October 2026
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FORTER SOLUTIONS UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
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13 month period ended
31 January
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Sales and marketing expenses
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Research and development expenses
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General and administrative expenses
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Other finance income/(expense)
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Loss for the financial year
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There were no recognised gains and losses for the year ended 31 January 2026 or 2025 other than those included in the Statement of Comprehensive Income.
There was no other comprehensive income for the year ended 31 January 2026 (period ended 31 January 2025: £Nil).
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The notes on pages 14 to 29 form part of these financial statements.
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FORTER SOLUTIONS UK LIMITED
REGISTERED NUMBER: 12136011
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 29 form part of these financial statements.
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FORTER SOLUTIONS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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Comprehensive income for the year
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Total comprehensive income for the year
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STATEMENT OF CHANGES IN EQUITY
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2025
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Comprehensive income for the period
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Loss for the 13 month period
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Total comprehensive income for the period
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The notes on pages 14 to 29 form part of these financial statements.
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FORTER SOLUTIONS UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
Cash flows from operating activities
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Loss for the financial year/13 month period
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Depreciation of tangible assets
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Decrease/(increase) in debtors
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(Decrease)/increase in amounts owed to groups
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Net cash generated from (used in) operating activities
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Cash flows from (used in) investing activities
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Purchase of tangible assets
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Sale of tangible fixed assets
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Net cash from (used in) investing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of the year/period
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Cash and cash equivalents at the end of the year/period
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Cash and cash equivalents at the end of the year/period comprise:
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FORTER SOLUTIONS UK LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2026
The notes on pages 14 to 29 form part of these financial statements.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Forter Solutions UK Limited ('the Company') is a private company (12136011) limited by shares incorporated in England and Wales. The address of its registered office is 30 Old Bailey, London, EC4M 7AU. The Company's registered number is 12136011.
The principal activity of the Company is that of providing e-commerce fraud prevention services.
These financial statements have been prepared to the nearest Pounds Sterling as this is the currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest pound.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of 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 judgement in applying the Company's accounting policies (see note 3).
The financial statements have been prepared on a going concern basis due to the Parent Company confirming its intention to support the Company to enable it to meet its obligations as they fall due for the foreseeable future.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
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.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Short-term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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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 90 days 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.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
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 the Statement of Comprehensive Income.
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 Statement of Comprehensive Income.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Chargebacks accrual
The Company’s provision for chargebacks includes amounts associated with chargebacks that have been submitted and accepted but not yet paid by the Company as of the balance sheet date and estimates of chargebacks that have not yet been submitted and accepted relating to approved transactions. The provision is recorded net of amounts successfully disputed by the merchant. While no individual transaction results in a probable likelihood of a chargeback occurring, when the Company analyzes a portfolio of transactions and if the Company believes a future chargeback is probable and can be reasonably estimated, the Company accrues a liability (Creditors: amounts falling due within one year) and an associated expense through cost of sales. Inputs and assumptions used by management to calculate the provision are based on the transactions approved and the features of those transactions as well as historical information about chargebacks. It is possible that the estimate may change in the near term, and the effect of the change could be material.
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An analysis of turnover by class of business is as follows:
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13 month period ended
31 January
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Analysis of turnover by country based in billing
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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13 month period ended
31 January
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The operating loss is stated after (charging)/crediting for:
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13 month period ended
31 January
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During the year, the Company obtained the following services from the Company's auditors:
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13 month period ended
31 January
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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Non-audit services (tax compliance and advisory services)
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Non-audit services (accounting services)
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Staff costs were as follows:
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13 month period ended
31 January
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Cost of defined contribution scheme
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The average monthly number of employees, including directors, during the year was 84 (Period ended 31 January 2025 - 71).
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The highest paid Director received remuneration of £438,453 (Period ended 31 January 2025: £601,109).
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £3,410 (period ended 31 January 2025: £7,170).
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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13 month period ended
31 January
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Current tax on profits for the year/period
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
10.Taxation (continued)
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Factors affecting tax charge for the year/period
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The tax assessed for the year ended 31 January 2026 is lower than (Period ended 31 January 2025 - higher than) the standard rate of corporation tax in the UK of:25% (Period ended 31 January 2025: 25%). The differences are explained below.
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13 month period ended
31 January
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (Period ended 31 January 2025 - 25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Other permanent differences
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Short-term timing difference leading to an increase (decrease) in taxation
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Movement in deferred tax not recognised
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Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
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Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge in respect of prior periods
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Total tax charge for the year/period
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Due after more than one year
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
12.Debtors (continued)
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Corporation tax repayable
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Financial assets that are non-debt instruments
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets that are non-debt instruments measured at amortised cost comprise of cash and cash equivalents.
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Financial assets that are debt instruments measured at amortised cost comprise of trade debtors, other debtors and long term debtors.
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Financial liabilities measured at amortised cost comprise of all trade creditors, other creditors, amounts owed to group undertakings and accruals and deferred income.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Allotted, called up and fully paid
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1,000 (2025 - 1,000) Ordinary shares of £0.0081 each
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Ordinary shares carry no right to fixed income or have any preference or restrictions attached to them.
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Share option reserve
The share option reserve recognises share based payment transactions in which the Company receives goods or services as consideration for its equity instruments or amount based on the price of the parent shares.
Profit and loss account
The profit and loss account represents cumulative profits and losses of the Company.
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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The Company participates in the share option plan of its parent company Forter Limited. Share based payment expenses are calculated at group level and allocated to the Company based on the options held by its employees.
On December 4, 2013, The Board of Forter Ltd (the "Company") adopted the 2013 Option Plan (the "Plan"). The Plan provides grant options to purchase ordinary shares of the Company to the Company employees.
The Parent Company accounts for share-based payment in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees 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 in the Company's statement of operations. The Company account for forfeitures as they occur.
The fair value for the Parent Company's stock options granted to employees and directors was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions and the charge allocated to Forter Solutions UK Limited based on the options held by its employees.
Dividend yield 0%
Risk-free interest rate 4.42%
Expected terms (in years) 6.25
Volatility 55.18%
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Weighted average exercise price (pence)
31 January
2026
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Weighted average exercise price
(pence)
31 January 2025
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Outstanding at the beginning of the year
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Forfeited during the year
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Exercised during the year
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Outstanding at the end of the year
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FORTER SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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. At 31 January 2026, the balance owed by the Company was £101,302 (period ended 31 January 2025 - £34,019).
The total expense relating to this plan in the year ended 31 January 2026 was £533,308 (period ended 31 January 2025 - £309,401).
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Commitments under operating leases
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At 31 January 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Lease expenditure of £650,950 (Period ended 31 January 2025 - £629,178) was incurred in the year ended 31 January 2026 and is recognised within the General and Administrative expense line on the Statement of Comprehensive Income.
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Related party transactions
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The Company has taken advantage of the exemption permitted by Section 33 of FRS102 Related Party Disclosures not to provide disclosures of transactions entered into with other wholly owned members of the Group.
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Post balance sheet events
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There have been no significant events affecting the Company since the period end which requires disclosure within these financial statements.
The ultimate parent undertaking and controlling party is Forter Ltd, a company incorporated in Israel, registered address Derech Menachem Begin 156, Tel Aviv 6492108.
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