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REGISTERED NUMBER: 12265567 (England and Wales)















AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

MITIGA-UK LTD

MITIGA-UK LTD (REGISTERED NUMBER: 12265567)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


MITIGA-UK LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2022







DIRECTOR: T Mozes





REGISTERED OFFICE: 4th Floor St James House
St James Square
Cheltenham
GL503PR





REGISTERED NUMBER: 12265567 (England and Wales)





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

MITIGA-UK LTD (REGISTERED NUMBER: 12265567)

BALANCE SHEET
31 DECEMBER 2022

2022 2021
Notes £ £
FIXED ASSETS
Tangible assets 4 12,607 13,130

CURRENT ASSETS
Debtors 5 51,847 114,134
Cash at bank 743,286 380,813
795,133 494,947
CREDITORS
Amounts falling due within one year 6 (817,481 ) (547,308 )
NET CURRENT LIABILITIES (22,348 ) (52,361 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(9,741

)

(39,231

)

CAPITAL AND RESERVES
Called up share capital 100 100
Other reserves 39,319 6,072
Retained earnings (49,160 ) (45,403 )
(9,741 ) (39,231 )

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 director and authorised for issue on 31 July 2024 and were signed by:





T Mozes - Director


MITIGA-UK LTD (REGISTERED NUMBER: 12265567)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022


1. STATUTORY INFORMATION

Mitiga-UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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


2. ACCOUNTING POLICIES

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

Turnover
Turnover compromises of fees paid excluding VAT for the provision of support services and incident response services in connection with cybersecurity incidents. Customers are on retainers and revenue is only recognised when support services are utilized.

Tangible fixed assets
Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss.

Depreciation is provided at the following annual rates in order to write off the cost or valuation less the estimated residual value of each asset over its estimated useful life: Furniture, fittings and equipment 33.33% straight line.

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.


MITIGA-UK LTD (REGISTERED NUMBER: 12265567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


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. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

MITIGA-UK LTD (REGISTERED NUMBER: 12265567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


2. ACCOUNTING POLICIES - continued

Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, 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. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Going concern
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report. The Company relies on the continued support from its parent company Mitiga Inc. which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Interest Income
Interest income is recognised in profit or loss using the effective interest method.

Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Profit and Loss Account 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 marketing vesting condition. The fair value of the award also takes into account non-vesting conditions. There are either factors beyond the control of either party (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 options, measure immediately before and after the modification, is also charged to the Profit and Loss Account over the remaining vesting period.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2021 - 4 ) .

MITIGA-UK LTD (REGISTERED NUMBER: 12265567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£
COST
At 1 January 2022 20,495
Additions 8,259
At 31 December 2022 28,754
DEPRECIATION
At 1 January 2022 7,365
Charge for year 8,782
At 31 December 2022 16,147
NET BOOK VALUE
At 31 December 2022 12,607
At 31 December 2021 13,130

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£ £
Trade debtors - 88,080
Amounts owed by group undertakings - 1,851
Other debtors 51,847 24,203
51,847 114,134

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£ £
Trade creditors 17,807 1,899
Amounts owed to group undertakings 681,616 265,197
Taxation and social security - 5,325
Other creditors 118,058 274,887
817,481 547,308

7. 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

MITIGA-UK LTD (REGISTERED NUMBER: 12265567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


8. 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 £7,891 (2021:£7,898). Contributions totalling £8,294 (2021: £4,327) were payable to the fund at the balance sheet date and are included in creditors.

9. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 ' section 33.1. 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.

10. ULTIMATE CONTROLLING PARTY

The Company is a wholly owned subsidiary of Mitiga Security Inc, a company incorporated in United States of America.
The smallest group in which the results of the Company are consolidated is that headed by Mitiga Security Inc, 130 7th Ave, Suite 253 New York, NY 10011, USA.

11. SHARE-BASED PAYMENT TRANSACTIONS

Employees of the company are entitled to participate in the share incentive scheme of the parent company, Mitiga, Inc. subject to terms and conditions as set out in the company's stock option plan.







Weighted
average
exercised
price
(pounds
2022





)




Number
2022
Weighted
average
exercised
price
(pounds
2021





)




Number
2021

Outstanding at the beginning of the
year

0.07

3,917,200

0.07

3,244,000
Granted during the year0.187,487,6820.07673,200
Expired during the year
Outstanding at the end of the
year

0.25

11,404,882

0.07

3,917,200


Share based payment expense:

20222021
£   £   
Share based expense33,2486,072