| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| DSCOUT UK LTD |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| DSCOUT UK LTD |
| DSCOUT UK LTD (REGISTERED NUMBER: 14506684) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| DSCOUT UK LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| DSCOUT UK LTD (REGISTERED NUMBER: 14506684) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| CURRENT ASSETS |
| Debtors | 4 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 5 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 6 |
| Capital contribution | 7 |
| Retained earnings | 7 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| DSCOUT UK LTD (REGISTERED NUMBER: 14506684) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| dscout UK Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate support of the parent company, such support being pledged for a period of at least 12 months and 1 day from the date the financial statements are signed. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover is recognised on a straight line over the life of the contract. Amounts invoiced in advance of services are deferred. |
| Financial instruments |
| Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102. |
| 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. |
| DSCOUT UK LTD (REGISTERED NUMBER: 14506684) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 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. |
| 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. |
| Share based payments |
| Equity-settled share-based compensation benefits are provided to employees. |
| Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for services. |
| The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. |
| The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. |
| The share based payment expense is recognised on a reasonable allocation of the group expense. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| DSCOUT UK LTD (REGISTERED NUMBER: 14506684) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 4. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Other debtors |
| 5. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors & accruals |
| 6. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £1 | 1,000 | 1,000 |
| 7. | RESERVES |
| Retained | Capital |
| earnings | contribution | Totals |
| £ | £ | £ |
| At 1 January 2024 | ( |
) | (1,068,211 | ) |
| Deficit for the year | ( |
) | ( |
) |
| Capital contribution | - | 68,123 | 68,123 |
| At 31 December 2024 | ( |
) | (2,620,218 | ) |
| 8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| DSCOUT UK LTD (REGISTERED NUMBER: 14506684) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 - continued |
| We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
| "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." |
| 9. | ULTIMATE PARENT & CONTROLLING PARTY |
| The immediate and ultimate parent company is dscout Inc., a company incorporated in the United States of America. |
| The smallest and largest group to consolidate the results and financial position of the company is dscout Inc. Copies of the dscout Inc. financial statements can be obtained from the registered office at 222 North LaSalle Street, Suite 650, Chicago, IL 60601, USA. |
| 10. | SHARE-BASED PAYMENT TRANSACTIONS |
| At the period end the company has equity settled share options with its employees. The equity offered is that of the parent company, dscout Inc. |
| There were share options granted during the year. Options under the Plan are generally exercisable when vested and subject to such terms, conditions, performance criteria, and restrictions as determined by the Board of Directors and set forth in the related option agreements. |
| The options are valued using the Black Scholes method of valuation and vest over four years. |
| During the financial period no new share options were granted. In the prior financial period 212,000 share options were granted at a weighted average exercise price of $3.28. |
| No share options were exercised during the year, but 101,250 share options have vested to date. |
| As at 31 December 2024, there were 212,000 share options outstanding, of which 114,500 were exercisable. |
| During the year, a share option expense was recognised of £68,123 (2023: £75,056). |
| The share based payment expense is recognised on a reasonable allocation of the group expense. |
| The Company will only be liable to employer's national insurance contributions should the options be exercised in the future. The timing and value of this is currently not known. |
| As per the share option agreements there is a clause transferring the national insurance liability to the employee. The timing and value of this is not currently known. |