Signifyd Uk Ltd - Limited company accounts 20.1

REGISTERED NUMBER: NI656243 (Northern Ireland)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 9 OCTOBER 2018 TO 31 DECEMBER 2019

FOR

SIGNIFYD UK LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

J R Bennett

E J Whitehead

REGISTERED OFFICE:

C/o Moore Stephens (Ni) Llp 4th Floor,

Donegall Square North

Belfast

BT1 5GB

REGISTERED NUMBER:

NI656243 (Northern Ireland)

AUDITORS:

Auria Audit LLP

Statutory Auditors

4 Wimpole Street

London

W1G 9SH

The directors present their report with the financial statements of the company for the period 9 October 2018 to 31 December 2019.

INCORPORATION

The company was incorporated on 9 October 2018 .

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of sales and marketing activities related to other

information service activities for its parent company Signifyd, Inc.

DIRECTORS

The directors who have held office during the period from 9 October 2018 to the date of this report are as follows:

J R Bennett - appointed 9 October 2018

E J Whitehead - appointed 9 October 2018

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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). 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;

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.

SUBSEQUENT EVENT

The recent outbreak of the novel coronavirus in many countries is rapidly evolving situation. It has disrupted much of

society, impacted global travel and supply chains, adversely impacted global commercial activity, the transportation industry

and commodity prices in energy sector. The rapid development and fluidity of this situation precludes any prediction as to its

ultimate impact, which may have a continued adverse effect on the economic and market conditions and trigger a period of

global economic slowdown. Such conditions, which may be across industries, sectors or geographies, may impact operating

performance of the company in near term.

Subsequent events have been evaluated the date independent auditors' report, which is the date of consolidated financial

statements were approved by management and available to be issued.

AUDITORS

The auditors, Auria Audit LLP, will be proposed for re-appointment under section 487(2) of the Companies Act 2006.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

J R Bennett - Director

26 June 2020

Opinion

We have audited the financial statements of Signifyd Uk Ltd (the 'company') for the period ended 31 December 2019 which

comprise the Income Statement, Balance Sheet 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 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 2019 and of its profit for the period 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

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 in 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 there is a material 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 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; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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.

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.

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.

Roy Davis (Senior Statutory Auditor)

for and on behalf of Auria Audit LLP

Statutory Auditors

4 Wimpole Street

London

W1G 9SH

30 June 2020

TURNOVER

4,108,160

Administrative expenses

(3,882,031

)

OPERATING PROFIT

4

226,129

Interest payable and similar expenses

(76

)

PROFIT BEFORE TAXATION

226,053

Tax on profit

5

-

PROFIT FOR THE FINANCIAL PERIOD

226,053

FIXED ASSETS

Tangible assets

6

243,811

CURRENT ASSETS

Debtors

7

239,750

Cash at bank

522,097

761,847

CREDITORS

Amounts falling due within one year

8

(779,505

)

NET CURRENT LIABILITIES

(17,658

)

TOTAL ASSETS LESS CURRENT LIABILITIES

226,153

CAPITAL AND RESERVES

Called up share capital

10

100

Retained earnings

11

226,053

SHAREHOLDERS' FUNDS

226,153

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 26 June 2020 and were signed on its behalf by:

J R Bennett - Director

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 presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

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 cost

Long Leasehold - 10% on cost

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.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, 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 period 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 32 .

4.	OPERATING PROFIT

The operating profit is stated after charging:

£

Other operating leases

70,847

Depreciation - owned assets

7,658

Auditors' remuneration

3,490

Foreign exchange differences

27,588

Pension costs

219,606

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

6.	TANGIBLE FIXED ASSETS

Long

Computer

leasehold

equipment

Totals

£

£

£

Cost

Additions

189,143

62,326

251,469

At 31 December 2019

189,143

62,326

251,469

Depreciation

Charge for period

3,152

4,506

7,658

At 31 December 2019

3,152

4,506

7,658

Net book value

At 31 December 2019

185,991

57,820

243,811

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

49,056

VAT

144,122

Prepayments

46,572

239,750

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

8,583

Amounts owed to group undertakings

444,149

Social security and other taxes

139,024

Accrued expenses

187,749

779,505

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

£

Within one year

133,745

Between one and five years

490,400

624,145

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

100

Ordinary

£1

100

11.

RESERVES

Retained

earnings

£

Profit for the period

226,053

At 31 December 2019

226,053

12.	ULTIMATE PARENT COMPANY

The immediate and ultimate controlling party is Signifyd, Inc., incorporated in California, United States of America

having its registered office address and principal place of business at 2540 N. First Street, Suite 300, San Jose, CA

95131, United States of America.

13.	RELATED PARTY TRANSACTION

Of the company's turnover of £4,108,160 is derived from the marketing and sales support services agreement at cost

plus 5% and research and development services agreement at cost plus 7.1% to its parent company, Signifyd, Inc. a

company incorporated in the United States of America. At the year-end £444,149 was owed to the parent company.

14.	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 have been granted to 65

employees of the company for 170,322 shares of common stock in Signifyd Inc. The outstanding options have an

exercise price ranging from $5.77 to $5.87 per share.