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Registered number: 09402526 (England and Wales)














OPSWAT LTD

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022



 
OPSWAT LTD
 

 
COMPANY INFORMATION


Director
B Czarny 




Registered number
09402526



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditors
ZEDRA Corporate Reporting Services (UK) Limited






 
OPSWAT LTD
 


CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 7



 
OPSWAT LTD
REGISTERED NUMBER:09402526


BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible fixed assets
 4 
31,820
23,741

  
31,820
23,741

Current assets
  

Debtors due within one year
 5 
20,008
14,249

Bank and cash balances
  
3,449,172
3,417,221

  
3,469,180
3,431,470

Creditors: amounts falling due within one year
 6 
(2,773,567)
(2,875,986)

Net current assets
  
 
 
695,613
 
 
555,484

Total assets less current liabilities
  
727,433
579,225

  

Net assets
  
727,433
579,225


Capital and reserves
  

Called up share capital 
  
100
100

Capital Contribution reserve
 7 
5,905
4,827

Profit and loss account
  
721,428
574,298

  
727,433
579,225


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: 


B Czarny
Director

Date: 5 March 2024

The notes on pages 3 to 7 form part of these financial statements.

Page 1


 
OPSWAT LTD
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2021
100
-
558,674
558,774



Profit for the year
-
-
15,624
15,624

Share based payment
-
4,827
-
4,827



At 1 January 2022
100
4,827
574,298
579,225



Profit for the year
-
-
147,130
147,130

Share based payment expense
-
1,078
-
1,078


At 31 December 2022
100
5,905
721,428
727,433


Page 2


 
OPSWAT LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies

 
1.1

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 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:

  
1.2

Going Concern

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.

 
1.3

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.

Page 3


 
OPSWAT LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies (continued)

 
1.4

Turnover

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.

 
1.5

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.

 
1.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method.

 
1.7

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.

 
1.8

Taxation

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.

 
1.9

Debtors

Short term debtors are measured at transaction price. 

Page 4


 
OPSWAT LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies (continued)

  
1.10

Cash and cash equivalents

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.

  
1.11

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans. No interest is charged on these loans.

 
1.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
7 years
Computer equipment
-
5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.


2.


Auditors' information

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.


3.


Employees

The average monthly number of employees, including directors, during the year was 12 (2021 - 10).

Page 5


 
OPSWAT LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2022
5,622
20,062
25,684


Additions
-
16,172
16,172



At 31 December 2022

5,622
36,234
41,856



Depreciation


At 1 January 2022
268
1,675
1,943


Charge for the year on owned assets
803
7,290
8,093



At 31 December 2022

1,071
8,965
10,036



Net book value



At 31 December 2022
4,551
27,269
31,820



At 31 December 2021
5,354
18,387
23,741


5.


Debtors due within one year

2022
2021
£
£


Other debtors
13,567
14,249

Prepayments and accrued income
6,441
-

20,008
14,249


Page 6


 
OPSWAT LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
28,971
27,016

Amounts owed to group companies
2,511,104
2,609,317

Corporation tax
40,968
-

Other taxation and social security
86,143
17,545

Accruals and deferred income
106,381
222,108

2,773,567
2,875,986



7.


Reserves

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.


8.


Controlling party

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.


9.


Post balance sheet events

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