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Registered number: 10353681









GITLAB UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

 
GITLAB UK LIMITED
 
 
COMPANY INFORMATION


Directors
J J Gladen 
S C Mundy 




Company secretary
R Chachra



Registered number
10353681



Registered office
Suite 4
7th Floor 50 Broadway

London

SW1H 0DB




Independent auditor
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

Berkshire

RG6 1RB





 
GITLAB UK LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditor's Report
7 - 10
Profit and Loss Account
11
Balance Sheet
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 30

 
GITLAB UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

Introduction
 
The directors present their strategic report for the period from 1 February 2023 to 31 January 2024. 

Business review
 
The principal activity of the Company during the period under review was that of providing R&D services and software distribution for the parent company Gitlab BV.  
The ultimate parent company, GitLab, Inc, is a public trading company organised and existing under the laws of the State of Delaware. GitLab, Inc pioneered the DevSecOps Platform, a fundamentally new approach to software development and delivery. Our platform is uniquely built as a single application with native artificial intelligence, or AI, assisted workflows, and a single interface with a unified data model, enabling all stakeholders in the software delivery lifecycle – from development teams to operations teams to security teams – to work together in a single tool with a single workflow. With GitLab, they can build better, more secure software faster. 
The directors are pleased with the performance of the Company during the financial year. The Company's recruitment has gone very well with the Company having an average headcount of 139 for the accounting period. The Company has made significant revenues during the period by way of recharges to GitLab B.V. of it's operating costs plus a margin and direct sales revenue through expansion of our existing customers and acquiring new customers.  
There has been no significant change in these activities during the financial period ended 31 January 2024. 

Principal risks and uncertainties
 
Concentration of Credit Risk and Significant Customers 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions or corporations that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company maintains allowances for potential credit losses on accounts receivable when deemed necessary.  
Interest Rate Risk 
As of January 31, 2024 we had GBP 11 million of cash and trade receivables. The Company does not enter into investments that would subject the Company to fluctuations in interest rates, which could affect our results of operations.  
 
Page 1

 
GITLAB UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024


Principal risks and uncertainties (continued)
Risks Related to our People 
  
We are a remote-only company, meaning that our team members work remotely which poses a number of risks and challenges that can affect our business, operating results, and financial condition. We are increasingly dependent on technology in our operations and if our technology fails, our business could be adversely affected.
 
As a remote-only company, we face a number of unique operational risks. For example, technologies in our team members’ homes may not be robust enough and could cause the networks, information systems, applications, and other tools available to team members and service providers to be limited, unreliable, or unsecure. Additionally, we are increasingly dependent on technology as a remote-only company and if we experience problems with the operation of our current IT systems or the technology systems of third parties on which we rely, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. In addition, in a remote-only company, it may be difficult for us to develop and preserve our corporate culture and our team members may have decreased opportunities to collaborate in meaningful ways. Any impediments to preserving our corporate culture and fostering collaboration could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy.
General Risk Factors
We may be adversely affected by natural disasters, pandemics and other catastrophic events, and by man made problems such as acts of war, terrorism, that could disrupt our business operations and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
 
Natural disasters, pandemics, and epidemics, or other catastrophic events such as fire or power shortages, along with man-made problems such as acts of war and terrorism, and other events beyond our control may cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. While we do not have a corporate headquarters, we have team members around the world, and any such catastrophic event could occur in areas where significant portions of our team members are located. Moreover, these conditions can affect the rate of software development operations solutions spending and could adversely affect our customers’ ability or willingness to attend our events or to purchase our services, delay prospective customers’ purchasing decisions or project implementation timing, reduce the value or duration of their subscription contracts, affect attrition rates, or result in requests from customers for payment or pricing concessions, all of which could adversely affect our future sales and operating results. As a result, we may experience extended sales cycles; our ability to close transactions with new and existing customers and partners may be negatively impacted; our ability to recognize revenue from software transactions we do close may be negatively impacted due to implementation delays or other factors; our demand generation activities, and the efficiency and effect of those activities, may be negatively affected. Recent macroeconomic conditions, including inflation and volatile interest rates, have, and may continue to, put pressure on overall spending for our products and services, and may cause our customers to modify spending priorities or delay or abandon purchasing decisions, thereby lengthening sales cycles, and may make it difficult for us to forecast our sales and operating results and to make decisions about future investments. These and other potential effects on our business may be significant and could materially harm our business, operating results and financial condition.  
In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our solutions, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. Additionally, all of the aforementioned risks may be further increased if we do not implement a disaster recovery plan or the disaster recovery plans put in place by us or our partners prove to be inadequate.  

Page 2

 
GITLAB UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Financial key performance indicators
 
Key financial and other performance indicators during the year were as follows: 
                        
2024                   2023                  % Change
Operating Costs         34,519,077          24,259,357                       42%              
Average staff                       139                     122                           14%
Operating costs have increased by 42% during the year. 
There was 14% increase in average headcount during 2024. 
Each indicator is monitored by management and measured against budget as well as prior periods. The directors are satisfied with the performance of the Company for the year. 
The results show a profit of £1,332,867 for the year ended 31 January 2024 (2023: £831,409 as restated). The Company has net liabilities of £1,115,144 as per the balance sheet (2023: net assets of £3,619,264).

Other key performance indicators
 
The considered view of the directors is that, after making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue operations for the foreseeable future.  
The directors are not aware of any events likely to occur in the foreseeable future that may impact on the Company’s ability to continue as a going concern. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 January 2024.  
The directors have reached this conclusion having regard to circumstances which they consider may occur during a period of at least twelve months from the date of approval of the financial statements.  

Duty to promote success of the Company

The directors are aware of their duty under s.172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members and key stakeholders. The directors when making key decisions for the Company have considered the impact of their decisions to the Company's key stakeholders and to wider society by building scalable, reliable, secure and cost-effective networks for its customers' businesses, while achieving agility, efficiency and value through automation.  
One of the Company's core values is to deliver excellence to its customers. The Company perseveres for solutions that remove complexity and gives its customers true advantage over their competition. Whatever the challenge, each and every day the Company's customers set out to build the best, most secure networks for their unique challenges. The Company believes that its systems and software represent innovations that transform the economics and experience of networking, helping its customers achieve superior performance, greater choice, and flexibility, while reducing overall total cost of ownership.  
The Company recognises its employees are a critical success factor for the Company, hence it seeks to assist its employees to succeed through a positive culture and continuous improvement. There are a number of measures in place to keep employees up to date on recent developments of the Company and allow employee engagement with senior management, through face-to-face meetings and electronic media.  

Page 3

 
GITLAB UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024


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



................................................
J J Gladen
Director

Date: 26 March 2025
Page 4

 
GITLAB UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

The directors present their report and the financial statements for the year ended 31 January 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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 judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,332,867 (2023 - £831,409).

Dividends of £6,067,275 (2023: £nil) were paid during the year. 
During the year, a dividend of £6,067,275 was paid to the immediate parent company, GitLab B.V. At the time of payment, the Company had insufficient distributable profits to support this distribution. Further distributions will be made once sufficient distributable profits become available.
In making this distribution, the directors carefully considered its impact on the Company's ability to pay its debts as they fall due. After reviewing the entirety of the Company's business and considering both actual and contingent liabilities (present and future), the directors concluded that even after making this distribution, the Company would continue to have the resources to meet its trading and other debts as they fall due.

Directors

The directors who served during the year were:

D R Brown (resigned 7 August 2023)
J J Gladen 
S C Mundy (appointed 7 August 2023)

Page 5

 
GITLAB UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Future developments

The Company plans to continue its present activities and improve current trading levels. Employees are kept as fully informed as practicable about developments within the business.  

Political contributions

The Company did not make any disclosable political donations in the current financial period. 

Matters covered in the Strategic report

As permitted by Section 414c(11) of the Companies Act 2006, the directors have elected to disclose information required to be in the Directors' report by Schedule 7 of the 'Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008', in the Strategic report. 

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Nortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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



................................................
S C Mundy
Director

Date: 26 March 2025
Page 6

 
GITLAB UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED
 

Opinion


We have audited the financial statements of GitLab UK Limited (the 'Company') for the year ended 31 January 2024, 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 policiesThe 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 January 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 Auditor's 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


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.


Page 7

 
GITLAB UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report 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 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 8

 
GITLAB UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED (CONTINUED)


Auditor's 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 Auditor's 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.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows: 
 
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
 
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. 
 
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation. 


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 Auditor's Report.


Page 9

 
GITLAB UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED (CONTINUED)


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 2006Our 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 Auditor's 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, as a body, for our audit work, for this report, or for the opinions we have formed.





Karen Cairns (Senior Statutory Auditor)
  
for and on behalf of
Nortons Assurance Limited
 
Chartered Accountants and Statutory Auditor
  
Second Floor
NOW Building
Thames Valley Park
Reading
Berkshire
RG6 1RB

27 March 2025
Page 10

 
GITLAB UK LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
35,117,525
25,278,920

Cost of sales
  
(6,928,456)
(1,958,368)

Gross profit
  
28,189,069
23,320,552

Administrative expenses
  
(27,590,621)
(22,300,989)

Other operating income
 5 
922,289
-

Operating profit
 6 
1,520,737
1,019,563

Interest receivable and similar income
 9 
135,518
3

Profit before tax
  
1,656,255
1,019,566

Tax on profit
 10 
(323,388)
(188,157)

Profit for the financial year
  
1,332,867
831,409

There are no items of other comprehensive income for 2024 or 2023 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 30 form part of these financial statements.
Page 11

 
GITLAB UK LIMITED
REGISTERED NUMBER: 10353681

BALANCE SHEET
AS AT 31 JANUARY 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
80,629
173,646

Current assets
  

Debtors: amounts falling due after more than one year
 13 
15,579,154
1,349,115

Debtors: amounts falling due within one year
 13 
12,854,621
9,380,824

Cash at bank and in hand
 14 
5,241,671
16,156,318

  
33,675,446
26,886,257

Creditors: amounts falling due within one year
 15 
(32,792,607)
(20,310,480)

Net current assets
  
 
 
882,839
 
 
6,575,777

Total assets less current liabilities
  
963,468
6,749,423

Creditors: amounts falling due after more than one year
 16 
(352,840)
(2,180,850)

Provisions for liabilities
  

Other provisions
 17 
(1,725,772)
(949,309)

Net (liabilities)/assets
  
(1,115,144)
3,619,264


Capital and reserves
  

Called up share capital 
 18 
100
100

Profit and loss account
 19 
(1,115,244)
3,619,164

  
(1,115,144)
3,619,264


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
J J Gladen
................................................
S C Mundy
Director
Director


Date: 26 March 2025

The notes on pages 14 to 30 form part of these financial statements.
Page 12

 
GITLAB UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 February 2022 (as previously stated)
100
2,757,060
2,757,160

Prior year adjustment - note 21
-
30,695
30,695


At 1 February 2022 (as restated)
100
2,787,755
2,787,855


Comprehensive income for the year

Profit for the year
-
831,409
831,409
Total comprehensive income for the year
-
831,409
831,409



At 1 February 2023 (as previously stated)
100
3,596,486
3,596,586

Prior year adjustment - note 21
-
22,678
22,678


At 1 February 2023 (as restated)
100
3,619,164
3,619,264


Comprehensive income for the year

Profit for the year
-
1,332,867
1,332,867
Total comprehensive income for the year
-
1,332,867
1,332,867


Contributions by and distributions to owners

Dividends: Equity capital - note 11
-
(6,067,275)
(6,067,275)


Total transactions with owners
-
(6,067,275)
(6,067,275)


At 31 January 2024
100
(1,115,244)
(1,115,144)


The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

GitLab UK Limited (the Company) is a company incorporated in the United Kingdom under the Companies Act.
The Company is a private company limited by shares, registered in England and Wales. The registered office is Suite 4, 7th Floor 50 Broadway, London, SW1H 0DB.
The principal activity of the Company during the period under review was that of providing R&D services and software distribution for the parent company Gitlab BV.

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 judgment 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":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of GitLab Inc. as at 31 January 2024 and these financial statements may be obtained from https://ir.gitlab.com/.

Page 14

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Company has obtained a letter of support from GitLab, Inc., the ultimate parent company. The directors of GitLab Inc. have provided a commitment to provide any financial support which may be necessary in order that the Company can meet its liabilities, as they fall due, for the foreseeable future. 
As a result the directors have continued to adopt the going concern basis in preparing these financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP rounded to the nearest whole 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.

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 profit or loss within 'other operating income'.

Page 15

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue is generated from offering self-managed (on-premise) and SaaS subscriptions as well as from professional services, including consulting and training.
The Company performs low-risk routine activities related to R&D and software distribution services for its immediate parent company, GitLab B.V. As per the Transfer Pricing agreements, for R&D services, the Company recharges its R&D costs plus an arm's length markup (6%) to GitLab B.V. For software distribution services, the Company either receives a marketing subsidy from or is charged by GitLab B.V in order to maintain the operating profit at 2.5% of its sales revenue as stated in the Transfer Pricing agreement.
Revenue from SaaS products (Subscription revenue - SaaS) is recognised ratably over the contract period when the performance obligation is satisfied.
The license component of self-managed subscriptions reflects the revenue recognised by providing customers with rights to use proprietary software features. 1 to 23% of the transaction value is allocated to license revenue, which is recognised upfront when the software license is made available to our customer. Revenue for support and maintenance is recognised ratably over the contract period based on the stand-ready nature of these subscription elements.
Revenue from professional services is recognised over the periods services are delivered.
Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalised. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. We determine whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.

 
2.7

Pensions

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 creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 16

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.8

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-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.

 
2.9

National Insurance on share based payments

To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000 and in respect of restricted stock awards granted, provision for any National Insurance contributions has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.

Page 17

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.10

Taxation

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.

 
2.11

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.

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.

The estimated useful lives range as follows:

Computer equipment
-
2
years

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.

 
2.12

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.

Page 18

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.13

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.14

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 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.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
Page 19

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)


2.14
Financial instruments (continued)


Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 20

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies.
Revenue recognition
For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price or SSP for each performance obligation. We use judgment in determining SSP for our products and services. To determine SSP, we maximise the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilise available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately.
Self-managed subscriptions include both (i) a right to use the underlying software and (ii) a right to receive post-contract customer support during the subscription term. Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. We have concluded that the right to use the software, which is recognised upon delivery of the license, and the right to receive technical support and software fixes and updates, which is recognised ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, we estimate the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, we determined the SSP allocation for each of our paid tiers across various subscription tenures. Accordingly, we have allocated up to 23% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these financial statements.
Share based payments
The ultimate parent company, Gitlab Inc., has granted equity classified share based awards to team members of Gitlab UK Limited. The cost of share based awards granted to team members is measured at the grant date, based on the fair value of the award. 
The ultimate parent company has elected to use the Black-Scholes option pricing model to determine the fair value of share options and ESPP. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common shares, the expected term of the option, the expected volatility of the price of the ultimate parent company's common shares, risk-free interest rates, and the expected dividend yield of the ultimate parent company's common shares. The assumptions used in the ultimate parent company's option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. For share options and ESPP the expense is recognised on a graded basis.

Page 21

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


As restated
2024
2023
£
£

Revenue - Intercompany
9,220,324
6,999,799

Revenue - Subscriptions
17,792,761
12,193,562

Revenue - Hosting
7,606,564
5,417,549

Revenue - Professional services
497,876
668,010

35,117,525
25,278,920


Analysis of turnover by country of destination:

As restated
2024
2023
£
£

United Kingdom
33,984,967
24,425,241

Rest of Europe
625,739
132,109

Rest of the world
506,819
721,570

35,117,525
25,278,920



5.


Other operating income

2024
2023
£
£

R&D tax credit
922,289
-



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Research and development charged as an expense
2,832,950
1,833,648

Exchange differences
645,968
109,444

Share-based payments
6,302,595
5,542,306

Page 22

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£
£

Audit of the Company's financial statements
50,000
20,000


8.


Employees

Staff costs were as follows:


As restated
2024
2023
£
£

Wages and salaries
15,863,730
13,279,029

Social security costs
3,644,691
2,238,671

Cost of defined contribution scheme
562,306
453,022

20,070,727
15,970,722


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


        2024
        2023
            No.
            No.







Cost of sales
10
11



General and administrative
15
15



Marketing
21
18



R&D
43
36



Sales
50
42

139
122

The directors are not remunerated through Gitlab UK Limited.

Page 23

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

9.


Interest receivable

2024
2023
£
£


Interest receivable from group companies
135,447
-

Other interest receivable
71
3

135,518
3


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
317,194
188,157

Adjustments in respect of previous periods
6,194
-



Total current tax
323,388
188,157

Tax on profit
 
323,388
 
188,157
Page 24

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 24.03% (2023 - 19%). The higher differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,656,255
1,019,566


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.03% (2023 - 19%)
397,998
193,718

Effects of:


Expenses not deductible for tax purposes
1,520,384
1,091,620

Capital allowances for year in excess of depreciation
16,169
(26,469)

Adjustments to tax charge in respect of prior periods
6,194
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(93,417)
-

Tax deduction arising from exercise of employee options
(1,534,994)
(1,072,235)

Other differences leading to an increase (decrease) in the tax charge
11,054
1,523

Total tax charge for the year
323,388
188,157


Tax rate changes

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% from the 19% that was previously enacted. This new law was substantively enacted on 24 May 2021. For the financial year ended 31 January 2024, the current weighted average tax rate was 24.03%.

Page 25

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

11.


Dividends

2024
2023
£
£


Dividends proposed and paid
6,067,275
-

During the year, a dividend of £6,067,275 was paid to the immediate parent company, GitLab B.V. At the time of payment, the Company had insufficient distributable profits to support this distribution. Further distributions will be made once sufficient distributable profits become available.
In making this distribution, the directors carefully considered its impact on the Company's ability to pay its debts as they fall due. After reviewing the entirety of the Company's business and considering both actual and contingent liabilities (present and future), the directors concluded that even after making this distribution, the Company would continue to have the resources to meet its trading and other debts as they fall due.


12.


Tangible fixed assets





 Computer equipment

£



Cost or valuation


At 1 February 2023
296,746


Additions
52,714


Disposals
(21,782)



At 31 January 2024

327,678



Depreciation


At 1 February 2023
123,100


Charge for the year on owned assets
145,075


Disposals
(21,126)



At 31 January 2024

247,049



Net book value



At 31 January 2024
80,629



At 31 January 2023
173,646

Page 26

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

13.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by group undertakings
14,206,338
-

Other debtors
1,372,816
1,349,115

15,579,154
1,349,115


Amounts owed by group undertakings are repayable once requested. At the balance sheet date the debt was not expected to be recalled within 12 months. Subsequent to the year end, a trigger event occurred which resulted in early repayment of the balance in October 2024. 

As restated
2024
2023
£
£

Due within one year

Trade debtors
5,916,900
3,903,980

Amounts owed by group undertakings
4,019,674
3,427,124

Other debtors
2,723,818
1,988,452

Prepayments and accrued income
194,229
61,268

12,854,621
9,380,824


Amounts owed by group undertakings are repayable on demand.


14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
5,241,671
16,156,318


Page 27

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
29,961
32,511

Amounts owed to group undertakings
13,086,197
6,698,114

Corporation tax
-
188,157

Other taxation and social security
3,212,404
911,400

Other creditors
122,748
160,096

Accruals and deferred income
16,341,297
12,320,202

32,792,607
20,310,480


Amounts owed to group undertakings are repayable on demand.


16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Accruals and deferred income
352,840
2,180,850



17.


Provisions





National insurance on share based payments

£





At 1 February 2023 (as restated)
949,309


Charged to profit or loss
776,463



At 31 January 2024
1,725,772

Provision has been made for national insurance on share based payments (share options and restricted stock awards) that are expected to vest. The provision is accrued over the performance period attaching to the award. The awards are expected to be exercised or vested between 2024 and 2027.

Page 28

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100

There is one class of ordinary shares and there are no restrictions regarding distributions and the repayment of capital.



19.


Reserves

Profit and loss account

The profit and loss reserve represents cumulative profits or losses, net of dividends paid.


20.


Share-based payments

In 2015, the ultimate parent company, GitLab Inc, adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The options generally vest 25% upon completion of one year and then ratably over 36 months. Options generally expire ten years from the date of grant. All these options qualify as equity settled awards and contain no performance conditions.
In September 2021, in connection with the IPO, the board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to the 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options as well as the award of restricted stock awards (“RSU’s).
In September 2021, the board of directors and stockholders approved the 2021 Employee Stock Purchase Plan ("ESPP") to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognise stock-based expenses related to the shares to be issued under the ESPP on a graded basis over the offering period. 
The ultimate parent company, GitLab Inc, has granted equity classified stock-based awards to team members of GitLab UK Limited. The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award.

Page 29

 
GITLAB UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

21.


Prior year adjustment

During the FY24 audit, it was identified that since 2021, the Company had been responsible for the national insurance obligations on share-based payments, rather than passing these obligations to employees as was previously understood. Consequently, prior year adjustments were made to reflect this change in each of the affected fiscal years. These adjustments recognised the historical national insurance obligations and recorded the appropriate provisions. The corresponding intercompany recharges were adjusted for each year accordingly. 
The net impact of the prior year adjustment is as follows:
Year ended 31 January 2022:
Increase in administrative costs £1,115,205
Reduction in costs of sales £603,628 
Increase in revenue £542,272
Increase in provisions £1,234,542
Increase in amounts owed by group companies £1,265,237
increase in profit and reserves £30,695
Year ended 31 January 2023:
Reduction in administrative costs £226,275
Increase in cost of sales £92,672
Reduction in revenue £141,620
Increase in provisions £949,309
Increase in amounts owed by group companies £971,987
Reduction in profit for the year £8,017
Increase in reserves £22,678


22.


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 £562,306 (2023: £453,022). Contributions totalling £nil (2023: £nil) were payable to the fund at the balance sheet date and are included in creditors.


23.


Controlling party

GitLab, B.V., a Company incorporated in the Netherlands, is considered to be the Company's immediate parent company.
GitLab, Inc.,a Company incorporated in the United States of America, is regarded by the directors as being the Company's ultimate parent company.
The smallest and largest group in which the Company's financial statements are consolidated is GitLab, Inc. The registered office of GitLab Inc. is 286 Bush St #350, San Francisco, CA 94104, USA.
 
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