| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| SIGNIFYD UK LTD |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| SIGNIFYD UK LTD |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company information | 1 |
| Strategic report | 2 |
| Report of the directors | 4 |
| Report of the independent auditors | 5 |
| Statement of comprehensive income | 8 |
| Balance sheet | 9 |
| Statement of changes in equity | 10 |
| Cash flow statement | 11 |
| Notes to the cash flow statement | 12 |
| Notes to the financial statements | 13 |
| SIGNIFYD UK LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Directors: |
| Registered office: |
| Registered number: |
| Auditors: |
| 5th Floor |
| 111 Charterhouse Street |
| London |
| EC1M 6AW |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| Fair review of business |
| The Company's principal activities during the year continued to be research and development activities for the parent company. |
| 2024 | 2023 | Change |
| £'000 | £'000 | % |
| Revenue | 13,771 | 13,758 | 0.09 |
| Operating profit | 1,111 | 1,109 | 0.18 |
| Profit after tax | 543 | 1,336 | -59 |
| Average number of employees | 122 | 135 |
| Revenue and average employees are used to track the growth of the business. This is a key area of strategic focus for the Board. |
| Operating profit and profit after tax are used to track the underlying performance of the business. |
| The increase in revenue is due to an increase in research and development activities provided to the parent company. |
| Principal risks and uncertainties |
| Operating and Market Risk |
| The Company operates in a sector that is linked to the health of the wider economy. A slowdown in online retail activity would have an impact on the Company's profitability. |
| Product Risk |
| The Company's continued success is dependent upon the sales of its research and development activities. A change in the availability of software engineering talent and productivity would have an impact on the Company's profitability. |
| Price risk |
| The Company has no exposure to price risk. |
| Key performance indicators |
| The key performance indicators presented below reflect the way performance of the Company has been measured in 2024. |
| Year-over-year revenue growth is reviewed to track the growth of the business. Revenue has increased by £12,519 to £13,770,968 (2023: £13,758,449) |
| Financial risk management |
| The Company has adopted risk management policies that seek to mitigate the financial risks as follows: |
| Financial assets and liabilities that expose the Company to financial risk consist principally of cash, lease obligations, and amounts due to vendors. The parent company has confirmed its ongoing support of Signifyd UK Ltd. The financial instruments associated with cash and trade creditors are considered minimal. |
| The carrying amounts of bank balances and trade creditors approximate their respective fair value due to the relatively short-term maturing of these financial instruments. |
| The Directors are of the view that the Company is not exposed to any significant interest rate or inflation rate risks. |
| Future development |
| There have been no changes to the business activities or risk profile of the Company subsequent to the end of the reporting period. |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Corporate strategy for 2025 |
| The strategy for Signifyd UK Ltd is to continue to be a provider of research and development services to the parent company and there is no change in the foreseeable future. |
| On behalf of the board: |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the Company for the year ended 31 December 2024. |
| Principal activity |
| The principal activity of the Company in the year under review was that of sales and marketing activities for its parent company Signifyd, Inc. |
| Dividends |
| No dividends will be distributed for the year ended 31 December 2024 (2023: Nil). |
| Directors |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Director indemnity provision |
| The Company maintained liability insurance for its directors and officers during the period under review and up to the date of signing the financial statements. This is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006. |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Strategic report, the Report of the directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. |
| Auditors |
| The auditors, Zome Audit Limited (Statutory Auditor) will be proposed for re-appointment under section 487(2) of the Companies Act 2006. |
| On behalf of the board: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SIGNIFYD UK LTD |
| Opinion |
| We have audited the financial statements of Signifyd UK Ltd (the 'Company') for the year ended 31 December 2024 which comprise the Statement of comprehensive income, Balance sheet, Statement of changes in equity, Cash flow statement and Notes to the cash flow statement, Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic report and the Report of the directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Report of the directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SIGNIFYD UK LTD |
| Responsibilities of directors |
| As explained more fully in the Statement of directors' responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows: |
| - 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 sector in which the company operates; |
| - We focused on specific laws and regulations which we considered may have a direct impact material effect on the financial statements, or the operations of the company which included the Companies Act 2006, taxation legislation, 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 and the team remained alert to instances of non-compliance throughout the audit. |
| We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management. |
| To address the risk of fraud in relation to revenue recognition, we: |
| - Performed detailed substantive testing to address completeness and accuracy of sales; |
| - Assessed the appropriateness and application of the accounting policy concerning income recognition; and |
| - Performed detailed cut-off testing either side of the balance sheet date. |
| 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 journal entries to identify unusual transactions; |
| - Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
| Investigated the rationale behind significant or unusual transactions |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SIGNIFYD UK LTD |
| Use of our report |
| This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in a Report of the auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| 5th Floor |
| 111 Charterhouse Street |
| London |
| EC1M 6AW |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 31/12/24 | 31/12/23 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Administrative expenses | ( |
) | ( |
) |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| PROFIT BEFORE TAXATION |
| Tax on profit | 6 | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 31/12/24 | 31/12/23 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Debtors | 9 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 10 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 12 |
| Other reserves | 13 |
| Retained earnings | 13 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Profit for the year | - | 1,335,659 | - | 1,335,659 |
| Total comprehensive income | - |
| Increase in other reserve | - | - | 485,506 | 485,506 |
| Balance at 31 December 2023 |
| Changes in equity |
| Profit for the year | - | 543,473 | - | 543,473 |
| Total comprehensive income | - |
| Increase in other reserve | - | - | 601,366 | 601,366 |
| Balance at 31 December 2024 |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 31/12/24 | 31/12/23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year | 2 | 3,813,597 |
| Cash and cash equivalents at end of year | 2 | 1,974,464 | 1,858,469 |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| (Increase)/Decrease in debtors | (1,947,142 | ) | (2,128,052 | ) |
| Increase/(Decrease) in creditors | - | (95,684 | ) |
| Share based payment increase in reserve | 601,366 | 485,506 |
| Amortisation charges | - | 5,992 |
| Finance income | (878 | ) | (845 | ) |
| 28,392 | (356,388 | ) |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Increase/(decrease) in trade and other creditors | ( |
) |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash flow statement in respect of cash and cash equivalents are in respect of these Balance sheet amounts: |
| Year ended 31 December 2024 |
| 31/12/24 | 1/1/24 |
| £ | £ |
| Cash and cash equivalents | 1,974,464 | 1,858,469 |
| Year ended 31 December 2023 |
| 31/12/23 | 1/1/23 |
| £ | £ |
| Cash and cash equivalents | 1,858,469 | 3,813,597 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1/1/24 | Cash flow | At 31/12/24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 1,858,469 | 115,995 | 1,974,464 |
| 1,858,469 | 1,974,464 |
| Total | 1,858,469 | 115,995 | 1,974,464 |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Signifyd UK Ltd is a private Company, limited by shares, registered in Northern Ireland. The Company's registered number and registered office address can be found on the Company Information page. |
| The company’s functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Key judgements and estimates |
| In the application of the Company’s accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. |
| Turnover |
| Turnover represents income earned from the parent, Signifyd, Inc based on a cost plus agreement, excluding Value Added Tax. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Computer software is being amortised evenly over its estimated useful life of 2 years. |
| Tangible fixed assets |
| Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs and borrowing costs capitalised. |
| Depreciation is provided at the following annual rates on a straight-line basis in order to write off each asset over its estimated useful life. |
| Computer Equipment - 33% on straight line basis |
| Long Leasehold - Based on the terms of lease. |
| Furniture & Fixtures- 20% on straight line basis |
| The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively. |
| Repairs, maintenance and minor inspection costs are expensed as incurred. |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
| Financial instruments are recognised in the company's balance sheet 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. |
| Classification of financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to profit or loss in the period to which they relate. |
| Share based payment transactions. |
| The company participates in a group equity settled share based payment arrangement granted to its employees. The group has elected to recognise and measure its share-based payment expense by specifically calculating the expense at a subsidiary level. The calculation is based on the number of employee options which have vested during the period. |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | TURNOVER |
| Of the company's turnover of £13,770,968 (2023: £13,758,449) is derived from the marketing and sales support services agreement at cost plus 8%, research and development services agreement at cost plus 10% and a general and administrative services agreement at cost plus 5% to its parent company, Signifyd, Inc. a company incorporated in the United States of America. |
| 4. | EMPLOYEES AND DIRECTORS |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31/12/24 | 31/12/23 |
| Employees |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Directors' remuneration |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Intangible Assets amortisation |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| 6. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the year was as follows: |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Prior year adjustment | (33,620 | ) | (543,801 | ) |
| Total current tax | ( |
) |
| Deferred tax | ( |
) |
| Tax on profit | ( |
) |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 6. | TAXATION - continued |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | ( |
) | - |
| Overprovision in respect of previous periods | (33,620 | ) | (419,473 | ) |
| Other permanent differences | (23,175 | ) | (37,392 | ) |
| R&D expenditure credits in respect of previous year | - | (124,328 | ) |
| Fixed asset differences | 23,174 | 22,972 |
| Employees' remuneration | - | (6,976 | ) |
| Pension contribution adjustment | (414 | ) | (2,623 | ) |
| Deferred tax | 86,430 | (33,146 | ) |
| Total tax charge/(credit) | 568,157 | (225,713 | ) |
| 7. | INTANGIBLE FIXED ASSETS |
| Intangible |
| Assets |
| £ |
| Cost |
| At 1 January 2024 |
| Disposals | ( |
) |
| At 31 December 2024 |
| Amortisation |
| At 1 January 2024 |
| Eliminated on disposal | ( |
) |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Long | and | Computer |
| leasehold | fittings | equipment | Totals |
| £ | £ | £ | £ |
| Cost |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| Depreciation |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| VAT |
| Deferred tax asset |
| Prepayments |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Trade creditors |
| Tax |
| Social security and other taxes |
| Other creditors |
| Accrued expenses |
| 11. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| SIGNIFYD UK LTD (REGISTERED NUMBER: NI656243) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31/12/24 | 31/12/23 |
| value: | £ | £ |
| Ordinary | £1 | 100 | 100 |
| 13. | RESERVES |
| Retained | Other |
| earnings | reserves | Totals |
| £ | £ | £ |
| At 1 January 2024 | 4,258,608 |
| Profit for the year | - |
| Increase in other reserve | - | 601,366 | 601,366 |
| At 31 December 2024 | 5,403,447 |
| 14. | PENSION COMMITMENTS |
| 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. |
| The pension cost charge represents contributions payable by the company to the fund and amounted to £457,902 (2023: £510,749) , contributions totalling £75,616 (2023: £75,817) were payable to the fund at the balance sheet date and are included in creditors. |
| 15. | RELATED PARTY DISCLOSURES |
| Of the company's turnover of £13,770,968 (2023: £13,758,449) is derived from the marketing and sales support services agreement at cost plus 8%, research and development services agreement at cost plus 10% and a general and administrative services agreement at cost plus 5% to its parent company, Signifyd, Inc. a company incorporated in the United States of America. At the year-end, £4,075,194 (2023: £2,128,052) was due from the parent company which is unsecured, interest free and repayable on demand. |
| 16. | ULTIMATE PARENT COMPANY |
| The immediate parent and ultimate controlling party is Signifyd, Inc., incorporated in the United States of America, having its registered office address and principal place of business at 2540 N. First Street, Suite 300, San Jose, California, CA 95131, the United States of America. |
| 17. | SHARE-BASED PAYMENTS |
| Under the terms of their employment contracts the employees of the company are entitled to participate in the share based payment scheme of the parent company, Signifyd Inc. During the year options and RSUs have been granted to 213 employees of the company for 358,193 shares of common stock in Signifyd Inc. 6,151 options were exercised, 257,529 options and RSUs were cancelled, 135,016 options were forfeited leaving 408,779 options and RSUs outstanding at the year end. The outstanding options have an exercise price ranging from $5.77 to $6.77 per share. |