ACCOUNTS - Final Accounts

OPERATING PROFIT

The operating profit is stated after charging/(crediting):

ONESPAN SOLUTIONS UK LIMITED - Company Information

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Registered number: 05383408

ONESPAN SOLUTIONS UK LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

ONESPAN SOLUTIONS UK LIMITED

COMPANY INFORMATION

DIRECTORS	Mr S Clements
	Mr M S Hoyt


COMPANY SECRETARY	Corporation Service Company (UK) Limited


REGISTERED NUMBER	05383408


REGISTERED OFFICE	25 Canada Square
	Level 37
	London
	E14 5LQ


INDEPENDENT AUDITORS	Peters Elworthy & Moore
	Chartered Accountants & Statutory Auditors
	Salisbury House
	Station Road
	Cambridge
	CB1 2LA

ONESPAN SOLUTIONS UK LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 5
Profit and Loss Account	6
Balance Sheet	7
Statement of Changes in Equity	8
Notes to the Financial Statements	9 - 19

ONESPAN SOLUTIONS UK LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 APRIL 2019

The directors present their report and the financial statements for the year ended 30 April 2019.

PRINCIPAL ACTIVITY

The Company's principal activity during the year was to provide customer friendly solutions for secure online banking.

CORPORATE RESTRUCTURE

During the year certain UK subsidiaries of the group headed by OneSpan International, Inc. were party to a corporate restructure. On 31 December 2018 OneSpan Solutions UK Limited entered into an Asset Purchase Agreement with OneSpan Solutions Limited to acquire the business and assets of OneSpan Solutions Limited via an intergroup loan. On the same date the Company also entered into an Asset Purchase Agreement with Risk IDS Limited, again to acquire its business and assets via an intergroup loan.

DIRECTORS

The directors who served during the year were:

Mr S Clements

Mr M S Hoyt

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing 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;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 1

ONESPAN SOLUTIONS UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 APRIL 2019

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

SMALL COMPANIES NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr M S Hoyt

Director

Date: 8 June 2020

Page 2

ONESPAN SOLUTIONS UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONESPAN SOLUTIONS UK LIMITED

OPINION

We have audited the financial statements of OneSpan Solutions UK Limited (the 'Company') for the year ended 30 April 2019, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 30 April 2019 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 United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

∙the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

∙the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report 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 there is a material

Page 3

ONESPAN SOLUTIONS UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONESPAN SOLUTIONS UK LIMITED (CONTINUED)

misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has 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 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.

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' Responsibilities Statement on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 4

ONESPAN SOLUTIONS UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONESPAN SOLUTIONS UK LIMITED (CONTINUED)

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 an Auditors' 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.

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 Auditors' Report.

USE OF OUR REPORT

This report is made solely to the Company's members 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 Auditors' 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 for our audit work, for this report, or for the opinions we have formed.

Roberta Newman (Senior Statutory Auditor)

for and on behalf of

Peters Elworthy & Moore

Chartered Accountants

Statutory Auditors

Salisbury House

Station Road

Cambridge

CB1 2LA

12 June 2020

Page 5

ONESPAN SOLUTIONS UK LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 30 APRIL 2019

	2019	2018
Note	£	£


Turnover	4	495,701	600,090
Cost of sales		(379,147)	(514,833)
GROSS PROFIT		116,554	85,257
Administrative expenses		(1,118,697)	(454,439)
Other operating income	5	1,172,111	499,913
OPERATING PROFIT	6	169,968	130,731
Interest receivable and similar income		485	363
PROFIT BEFORE TAX		170,453	131,094
Tax on profit	10	(34,751)	(24,975)
PROFIT FOR THE FINANCIAL YEAR		135,702	106,119

The notes on pages 9 to 19 form part of these financial statements.

Page 6

ONESPAN SOLUTIONS UK LIMITED

REGISTERED NUMBER: 05383408

BALANCE SHEET

AS AT 30 APRIL 2019

		2019		2018
Note		£		£

FIXED ASSETS
Tangible assets	11		9,734		11,363
			9,734		11,363
CURRENT ASSETS
Debtors: amounts falling due within one year	12	1,267,164		329,050
Cash at bank and in hand	13	1,728,080		829,010
		2,995,244		1,158,060
Creditors: amounts falling due within one year	14	(1,970,041)		(270,189)
NET CURRENT ASSETS			1,025,203		887,871
TOTAL ASSETS LESS CURRENT LIABILITIES			1,034,937		899,234

NET ASSETS			1,034,937		899,234

CAPITAL AND RESERVES
Called up share capital	16	9	8
Share premium account	17	444,268	444,268
Profit and loss account	17	590,660	454,958
		1,034,937	899,234

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 June 2020.

Mr M S Hoyt

Director

The notes on pages 9 to 19 form part of these financial statements.

Page 7

ONESPAN SOLUTIONS UK LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2019

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 May 2017	8	444,268	348,839	793,115

Profit for the year	-	-	106,119	106,119

At 1 May 2018	8	444,268	454,958	899,234

Profit for the year	-	-	135,702	135,702
Shares issued during the year	1	-	-	1
AT 30 APRIL 2019	9	444,268	590,660	1,034,937

The notes on pages 9 to 19 form part of these financial statements.

Page 8

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

1.	GENERAL INFORMATION

OneSpan Solutions UK Limited, previously called Cronto Limited until 31 December 2018, is a private company limited by shares and incorporated in England. Its registered office is 25 Canada Square, Level 37, London, E14 5LQ.
The parent undertaking of the smallest group to consolidate these financial statements is OneSpan International GmbH, a company incorporated in Glattbrugg, Switzerland.
The Company's ultimate parent undertaking is OneSpan International, Inc., a company incorporated in the United States of America. The consolidated financial statements of OneSpan International, Inc. are available from their principal executive offices located at 121 West Wacker Drive, Suite 2050, Chicago, Illinois 60601, USA.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- certain requirements of Section 4 Statement of Financial Position;
- the requirements of Section 7 Statement of Cash Flows;
- certain requirements of Section 3 Financial Statement Presentation;
- certain requirements of Section 11 Financial Instruments; and
- the requirements of Section 33 Related Party Disclosures.

2.3

TURNOVER

Turnover comprises revenue recognised by the Company in respect of services provided during the year, exclusive of Value Added Tax and trade discounts.
Turnover from a contract to provide services is recognised when the right to consideration has arisen through the performance of services under each assignment undertaken and when it is probable that the Company will receive the consideration due under the contract. Licence fees which have associated ongoing costs are recognised monthly in line with the related costs.

Page 9

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

2.ACCOUNTING POLICIES (CONTINUED)

2.4

OTHER OPERATING INCOME

Other operating income includes reimbursements recharged to the parent Company. These are recognised in the period in which the costs are incurred or services provided, when the amount of turnover can be measured reliably and it is probable that the Company will receive the consideration due.

2.5

GOING CONCERN

The directors have assessed the ability of the Company to continue to operate as a going concern based on forecasts and, if necessary, the provision of financial support from the group headed by OneSpan International, Inc.
In making their assessment the directors have considered the impact of the global pandemic occurring in the early months of 2020 and consequently the ability of the group to provide such financial support.
On the basis of their review, the directors have a reasonable expectation that the Company will continue in operational existence and have sufficient resources to meet its liabilities as they fall due for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing these financial statements.

2.6

TANGIBLE FIXED ASSETS

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

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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	-	12.5%	Straight line
Office equipment	-	25.0%	Straight line
Computer equipment	-	33.0%	Straight line

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 Profit and Loss Account.

Page 10

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

2.ACCOUNTING POLICIES (CONTINUED)

2.7

DEBTORS

Short term debtors are measured at transaction price, less any impairment.

2.8

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.9

CREDITORS

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.

2.10

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the Profit and Loss Account at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure.

2.11

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 that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Profit and Loss Account within 'other operating income'.

Page 11

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

2.ACCOUNTING POLICIES (CONTINUED)

2.12

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 the Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.13

HOLIDAY PAY ACCRUAL

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Balance Sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Balance Sheet date.

2.14

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.15

RESEARCH AND DEVELOPMENT

Research and development expenditure is written off in the year which it is incurred. Any tax credit receivable under the Research & Development Expenditure Credit (RDEC) tax relief scheme is included as operating income.

Page 12

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

3.	JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make judgements, estimates and assumptions about the carrying amount of assets and liabilities. The estimates and associated assumptions are based on experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The key judgement and estimate which has a significant effect on the amounts recognised in the financial statements relates to the provision for bad debts.

TURNOVER

The whole of the turnover is attributable to the principal activity of the Company.

An analysis of the Company's turnover by geographical market is as follows:

					2019	2018
					£	£

Rest of Europe	491,413	600,090
Rest of the world	4,288	-
	495,701	600,090

5.	OTHER OPERATING INCOME
		2019	2018
		£	£

Government grants receivable	56,752	59,799
R&D tax credit	21,996	24,604
Intercompany reimbursements	1,093,363	415,510
	1,172,111	499,913

Exchange differences

49,572

(15,338)

Page 13

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

7.	AUDITORS' REMUNERATION

FEES PAYABLE TO THE COMPANY'S AUDITOR AND ITS ASSOCIATES IN RESPECT OF:
Audit services	7,500	3,915
Accounting services	2,000	1,800
Tax compliance services	3,000	2,575
	12,500	8,290

Wages and salaries	790,373	299,264
Social security costs	105,747	25,600
Cost of defined contribution scheme	27,484	24,168
	923,604	349,032

The average monthly number of employees, including the directors, during the year was as follows:

	2019	2018
	No.	No.

Employees	11	8

9.	DIRECTORS' REMUNERATION

Directors' remuneration is borne by other companies within the OneSpan group and was not recharged in either the current, or the previous, year.

Page 14

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

CORPORATION TAX
Current tax on profits for the year	34,179	25,557

TOTAL CURRENT TAX	34,179	25,557

DEFERRED TAX
Origination and reversal of timing differences	572	(582)
TOTAL DEFERRED TAX	572	(582)


	TAXATION ON PROFIT ON ORDINARY ACTIVITIES	34,751	24,975

Profit on ordinary activities before tax

170,453

131,094

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19.00% (2018 - 19.00%)	32,386	24,908
EFFECTS OF:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	579	-
Capital allowances for year in excess of depreciation	878	649
Other differences leading to an increase (decrease) in the tax charge	336	-
Movement on deferred tax	572	(582)
TOTAL TAX CHARGE FOR THE YEAR	34,751	24,975

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

A reduction in the main rate of corporation tax from 19% to 17% from 1 April 2020, was substantively enacted on 6 September 2016.

Page 15

ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

11.	TANGIBLE FIXED ASSETS

	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£
COST OR VALUATION
At 1 May 2018	16,243	42,431	-	58,674
Additions	-	2,287	-	2,287
Transfers intra group	-	-	11,734	11,734
At 30 April 2019	16,243	44,718	11,734	72,695
DEPRECIATION
At 1 May 2018	11,400	35,911	-	47,311
Charge for the year on owned assets	1,972	4,036	1,239	7,247
Transfers intra group	-	-	8,403	8,403
At 30 April 2019	13,372	39,947	9,642	62,961
NET BOOK VALUE
At 30 April 2019	2,871	4,771	2,092	9,734
At 30 April 2018	4,843	6,520	-	11,363

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ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

12.

DEBTORS

					2019	2018
					£	£


Trade debtors	80,869	45,104
Amounts owed by group undertakings	1,075,782	139,656
Other debtors	25,366	7,508
Prepayments and accrued income	65,213	65,767
Tax recoverable	19,934	70,443
Deferred taxation	-	572
	1,267,164	329,050

No impairment provision has been recognised against trade debtors during the year (2018 - £nil). Included in trade debtors is £64,664 (2018 - £nil) due from a customer for which recovery has been instigated, no provision has been included against the balance at this stage as the directors expect a full recovery.

13.	CASH AND CASH EQUIVALENTS
		2019	2018
		£	£

Cash at bank and in hand	1,728,080	829,010
	1,728,080	829,010

14.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2019	2018
		£	£

Payments received on account	-	108,756
Trade creditors	3,808	13,346
Amounts owed to group undertakings	1,851,555	116,095
Other taxation and social security	41,873	-
Accruals and deferred income	72,805	31,992
	1,970,041	270,189

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

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ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

15.	DEFERRED TAXATION

		2019
		£

	At beginning of year	572
	Charged to profit or loss	(572)
	AT END OF YEAR	-

The deferred tax asset is made up as follows:
	2019	2018
	£	£

	Accelerated capital allowances	-	572
		-	572

16.	SHARE CAPITAL
		2019	2018
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

84,465 (2018 - 74,037) Ordinary shares of £0.0001 each	8	7
11,184 (2018 - 11,184) Ordinary A shares of £0.0001 each	1	1

	9	8

Share rights
The Ordinary A shares rank pari passu with the Ordinary shares of the Company save as to voting rights, whereby the Ordinary A shares do not carry voting rights.

On 31 December 2018 the Company issued 10,428 Ordinary shares of £0.0001 each at par.

17.

RESERVES

Share premium account

Includes any premium received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

Includes all current and prior period retained profits and losses.

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ONESPAN SOLUTIONS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2019

Not later than 1 year	28,000	24,605
Later than 1 year and not later than 5 years	46,667	8,202
	74,667	32,807

19.	RELATED PARTY TRANSACTIONS
	The Company is a wholly owned subsidiary of OneSpan International, Inc. and as such has taken advantage of the exemption permitted by FRS 102 Section 33 "Related Party Disclosures" not to provide disclosures of transactions entered into with other wholly owned members of the group.

20.	POST BALANCE SHEET EVENTS

Subsequent to the year end the global health crisis caused by Covid-19 emerged which has had a significant impact on all businesses. At the year end, the scale of this crisis was unknown, with a pandemic being declared after the year end.
There are no impairments of assets held at the balance sheet date required as a result of Covid-19. The directors have assessed the potential impact of this uncertain situation and are satisfied that, based on the cash resources held by the Company at the date of approval of the financial statements, combined with financial support pledged, the Company will have sufficient resources to meet its liabilities as they fall due, even in the event of severe, plausible downside scenarios.

21.	CONTROLLING PARTY

The Company is a subsidiary undertaking of OneSpan International GmbH, a company incorporated in Switzerland.
The Company's ultimate parent undertaking, and controlling party, is OneSpan International, Inc. (formerly VASCO Data Security International, Inc.), a company incorporated in the United States of America.
The Company is included within the consolidated financial statements of OneSpan International, Inc. which are publicly available from their principal executive offices located at 121 West Wacker Drive, Suite 2050, Chicago, Illinois 60601, USA.

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