IRIS Accounts Production v23.3.0.418 12329744 Board of Directors 1.2.22 31.1.23 31.1.23 1.11.23 false true false false true false Auditors Opinion iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh123297442022-01-31123297442023-01-31123297442022-02-012023-01-31123297442021-01-31123297442021-02-012022-01-31123297442022-01-3112329744ns10:Originalns15:EnglandWales2022-02-012023-01-3112329744ns10:Originalns14:USDollar2022-02-012023-01-3112329744ns10:Originalns10:Director12022-02-012023-01-3112329744ns10:Original2022-02-012023-01-3112329744ns10:Original2023-01-3112329744ns10:Originalns10:PrivateLimitedCompanyLtd2022-02-012023-01-3112329744ns10:Originalns10:SmallEntities2022-02-012023-01-3112329744ns10:Originalns10:Audited2022-02-012023-01-3112329744ns10:Originalns10:SmallCompaniesRegimeForDirectorsReport2022-02-012023-01-3112329744ns10:SmallCompaniesRegimeForAccountsns10:Original2022-02-012023-01-3112329744ns10:Originalns10:FullAccounts2022-02-012023-01-3112329744ns10:Originalns10:Director22022-02-012023-01-3112329744ns10:Originalns10:RegisteredOffice2022-02-012023-01-3112329744ns10:Original2022-01-3112329744ns10:Originalns5:CurrentFinancialInstruments2023-01-3112329744ns10:Originalns5:CurrentFinancialInstruments2022-01-3112329744ns5:ShareCapitalns10:Original2023-01-3112329744ns5:ShareCapitalns10:Original2022-01-3112329744ns10:Originalns5:RevaluationReserve2023-01-3112329744ns10:Originalns5:RevaluationReserve2022-01-3112329744ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2023-01-3112329744ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2022-01-3112329744ns10:Originalns5:RetainedEarningsAccumulatedLosses2023-01-3112329744ns10:Originalns5:RetainedEarningsAccumulatedLosses2022-01-3112329744ns10:Original2021-02-012022-01-3112329744ns10:Originalns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-01-3112329744ns10:Originalns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-01-3112329744ns10:Originalns5:WithinOneYear2023-01-3112329744ns10:Originalns5:WithinOneYear2022-01-31
REGISTERED NUMBER: 12329744 (England and Wales)















FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2023

FOR

COCKROACH LABS UK LIMITED

COCKROACH LABS UK LIMITED (REGISTERED NUMBER: 12329744)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


COCKROACH LABS UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 JANUARY 2023







DIRECTORS: D Hegwood
S Kimball





REGISTERED OFFICE: 4th Floor, St. James House
St. James Square
Cheltenham
GL50 3PR





REGISTERED NUMBER: 12329744 (England and Wales)





AUDITORS: WD Audit Limited
5th Floor
111 Charterhouse Street
London
EC1M 6AW

COCKROACH LABS UK LIMITED (REGISTERED NUMBER: 12329744)

BALANCE SHEET
31 JANUARY 2023

2023 2022
Notes $    $   
CURRENT ASSETS
Debtors 4 2,476,238 1,567,101
Cash at bank 251,741 89,421
2,727,979 1,656,522
CREDITORS
Amounts falling due within one year 5 433,058 855,875
NET CURRENT ASSETS 2,294,921 800,647
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,294,921

800,647

CAPITAL AND RESERVES
Called up share capital 1,292 1,292
Revaluation reserve 7 (3,472 ) (3,472 )
Other reserves 1,509,847 316,973
Retained earnings 787,254 485,854
2,294,921 800,647

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2023 and were signed on its behalf by:





S Kimball - Director


COCKROACH LABS UK LIMITED (REGISTERED NUMBER: 12329744)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023


1. STATUTORY INFORMATION

Cockroach Labs UK Limited is a private company limited by shaers incorporated in England and Wales. The address of its registered address is 5 New Street Square, London, United Kingdom, EC4A 3TW.

The financial statements are presented in US Dollars ($), monetary amounts in these financial statements are rounded to the nearest $.

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.

Judgements in applying accounting policies
In the application of the company's accounting policies which are detailed in note 2, the only key judgement made by the directors is:

Share based payments

As part of their ongoing service to the company, employees are granted options to purchase shares in the parent undertaking. The company determines the fair value of these options at grant date, then recognises the cost over the vesting period which ranges between 1 month and 4 years. The Black Scholes model is used to value these stock options, with key assumptions being stock volatility which is based on historic volatility of listed peer companies and the risk fee rate which is based on the relevant market date at grant date.

Revenue
Turnover is derived from recharged expenses to the parent company and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Taxation
Taxation for the year 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.


COCKROACH LABS UK LIMITED (REGISTERED NUMBER: 12329744)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2023


2. ACCOUNTING POLICIES - continued
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.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme 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.

Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-marketing vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the Scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

COCKROACH LABS UK LIMITED (REGISTERED NUMBER: 12329744)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2023


2. ACCOUNTING POLICIES - continued

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

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.

Creditors

Short term creditors are measured at the transaction price.

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.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 35 (2022 - 17 ) .

4. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
$    $   
Amounts owed by group undertakings 2,190,285 1,294,570
Other debtors - 164,757
Deposits 55,684 -
Deferred tax - 79,243
Prepayments and accrued income 230,269 28,531
2,476,238 1,567,101

5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
$    $   
Corporation tax 389,546 97,349
Social security and other taxes - 135,873
Other creditors - 23,265
Accruals and deferred income 43,512 599,388
433,058 855,875

COCKROACH LABS UK LIMITED (REGISTERED NUMBER: 12329744)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2023


6. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
$    $   
Within one year 132,751 -

7. RESERVES

Retained earnings - represents accumulated profits and losses net of distribution to owners.

Other reserves - represents capital contributions in connection with the recharged share-based payment expenses from Cockroach Labs Inc to employees of Cockroach Labs UK Limited.

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Roy Davis FCA (Senior Statutory Auditor)
for and on behalf of WD Audit Limited

9. PENSION COMMITMENTS

The company operates a defined contributions 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 $0 (2022 $67,856). Contributions totalling $23,265 (2022 $23,265 ) were payable to the fund at the reporting date and are included in creditors.

COCKROACH LABS UK LIMITED (REGISTERED NUMBER: 12329744)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2023


10. SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of payment.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant, the options expire. Options are forfeited if the employee leaves the company before the options vest.

During the financial period, 396,434 (2022: 346,297) options were granted at an exercise price of $3.84, 329,181 (2022: 12,660) options were forfeited during the period and at the balance sheet date 489,222 options remain outstanding. The options granted during the year include a 3 to 1 stock split on 2nd May, 2022.

Related party transactions

Turnover totalling $10,258,974 (2022: $5,040,291) was recognised in respect of services provided to the company's parent company, Cockroach Labs Inc., under the intercompany services agreement.

At the year end, included in debtors, Cockroach Labs UK Limited was owed $2,190,285 (2022: $1,294,570) from Cockroach Labs Inc.

11. PARENT UNDERTAKING

The smallest group for which consolidated financial statements are drawn up is headed by Cockroach Labs, Inc. whose registered office is 251 Little Falls Drive Wilmington, DE 19808.