Registered number: 08313164 (England and Wales)
DOG BUDDY UK LTD
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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COMPANY INFORMATION
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ZEDRA Corporate Reporting Services (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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DOG BUDDY UK LTD
REGISTERED NUMBER:08313164
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BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital contribution reserve
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Capital contribution reserve
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Share based payment expense
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Share based payment expense
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies
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Basis of preparation of financial statements
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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 following principal accounting policies have been applied:
The Company generates revenue from marketing and development support services agreements with its parent company, A Place for Rover, Inc., whereby the Company recharges costs with an agreed mark-up. The directors have obtained confirmation from its parent company that it has no intention to change the terms of these operating agreements and will continue to provide adequate financial support to enable the Company to meet its current obligations for a period of at least one year from the date of approval of these financial statements. In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from the parent company, including a review of cash flow forecasts, and are confident the Company will be able to meet its liabilities as they fall due.
As a result of the support from the parent company, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies (continued)
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Turnover is recognised in line with the intercompany service agreement with the parent company, A Place for Rover, Inc., on a a direct and indirect cost recharge basis of 107% and 100%, respectively. Turnover represents consideration received or receivable for development and marketing support services rendered to the parent company in the period that such services were provided. Intercompany turnover is recognised when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the intercompany service agreement;
∙the costs incurred under the intercompany service agreement can be measured reliably.
Interest income is recognised on an accrual basis, based on the contractual interest rates applicable to bank deposits. Interest is credited to the profit or loss as it is earned.
Finance costs on borrowings are recognised on an accrual basis, using the contractual interest rate applicable to the borrowing. Interest is charged to the profit of loss as an expense when incurred. The interest is calculated and paid at a fixed rate per annum.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies (continued)
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-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.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are initially measured at transactions price (including transaction costs) and subsequently hed at amortised cost, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions.
Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. Other than mentioned below, these loans are unsecured, interest free and repayable on demand.
Certain amounts owed to group undertakings are measured initially at transaction price and subsequently at amortised cost. These are unsecured and either repayable in full together with accrued interest or immediately on demand. Interest is being charged at an annual interest rate of 6%.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Deferred tax asset
Management have recognised a deferred tax asset amounting to £150,866 on the basis that it is probable the asset will be recoverable against future taxable profits. Actual taxable losses available are significantly higher than this but management have assessed the expected future profits and their associated timings in determining the asset recognised in the financial statements. This is considered a key area of estimation and judgement which, if changed, would have a material impact on the financial statements.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 27 November 2024 by Nick Whitehead FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
The average monthly number of employees during the year was 3 (2022: 4).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Charged to profit or loss
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Share premium account
The share premium reserve represents the amount received by the Company over and above the nominal value of shares issued, amounting to £404,737 as at the year-end.
Capital contribution reserve
Certain employees of the Company along with other group employees have been granted share options and restricted stock units (RSUs) under equity incentive plans operated by the ultimate parent company, Rover Group, Inc. These equity incentives are granted at an independently determined fair value.
Share options are exercisable on the ordinary share capital of the ultimate parent company. An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting period with a corresponding amount being recognised as a capital contribution reserve.
RSUs are measured at the fair market value of the underlying stock at the grant date and the expense is recognised over the requisite service period. The service-based vesting condition for these awards is generally satisfied over four years.
A quarterly recharge is recognised based on the difference between the fair market value at vesting date and grant date for vested RSUs, reducing the capital contribution reserve as a result.
The ultimate parent company and controlling party is Rover Group, Inc. a company incorporated in the USA. The registered office of the controlling party is 711 Capitol Way S, Ste 204, Olympia, WA 98501, USA.
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Post balance sheet events
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On 27 Feburary 2024, the previously announced acquisition of Rover Group, Inc. by private equity funds affiliated with Blackstone was completed. As a result, the share options and RSU agreements held by UK employees were settled and paid out directly post year end. The financial impact on the Company of this was £130,358. This is considered a non-adjusting event.
There were no adjusting or other non-adjusting events occurring between the end of the reporting year and the date these financial statements were approved.
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