Registered number: 09402526 (England and Wales)
OPSWAT LTD
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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COMPANY INFORMATION
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ZEDRA Corporate Reporting Services (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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OPSWAT LTD
REGISTERED NUMBER:09402526
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BALANCE SHEET
AS AT 31 DECEMBER 2022
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Debtors due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital Contribution reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 7 form part of these financial statements.
Page 1
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Capital contribution reserve
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Share based payment expense
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Page 2
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
OPSWAT Ltd is in a net asset position of £727,433 at the balance sheet date, primarily supported by significant cash reserves. Despite this position, due to the Company's business model being solely a transfer pricing agreement with its parent company, OPSWAT, Inc., it is reliant on the continuous support of that company in order to remain a going concern.
In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from the parent company and are confident the Company will be able to meet its liabilities as they fall due. For these reasons, the directors continue to prepare the financial statements on a going concern basis.
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Foreign currency translation
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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.
Page 3
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised 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 intercompany service agreement;
∙the costs incurred under the intercompany service agreement 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 profit or loss on a straight-line basis over the lease term.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method.
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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Short term debtors are measured at transaction price.
Page 4
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand, and deposits with financial institutions. Cash held on deposit by service providers is included within bank and cash balances, as the amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.
Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans. No interest is charged on these loans.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.
The audit report was signed on 5 March 2024 by Nick Whitehead FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
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The average monthly number of employees, including directors, during the year was 12 (2021 - 10).
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Page 5
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Charge for the year on owned assets
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Debtors due within one year
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Prepayments and accrued income
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Page 6
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Creditors: Amounts falling due within one year
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Amounts owed to group companies
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Other taxation and social security
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Accruals and deferred income
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Capital contribution reserve
Certain employees of the Company have been offered non-qualified stock options in OPSWAT, Inc., the parent company. The stock options are granted at an independently determined fair value.
An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting period, four years, with a corresponding amount being recognised in the capital contribution reserve.
OPSWAT, Inc., is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is Corporation Trust Center 1209 Orange Street, Wilmington, DE 19801.
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Post balance sheet events
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There were no adjusting or non-adjusting events occurring between the end of the reporting period and
the date these financial statements were approved.
Page 7
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