| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| FOR |
| MIRO EMEA UK LTD |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| FOR |
| MIRO EMEA UK LTD |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Cash Flow Statement | 14 |
| Notes to the Cash Flow Statement | 15 |
| Notes to the Financial Statements | 16 |
| MIRO EMEA UK LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| Miro EMEA UK LTD (the Company) was founded on 29 October 2020 in London as the Miro Group sought to expand its business footprint and brand awareness further across Europe and particularly the UK&I region. The Company provides various marketing and support services to its US-based parent company, Realtimeboard Inc. dba Miro. |
| REVIEW OF BUSINESS |
| The Company recognizes turnover in accordance with the cost-plus agreement with its parent company, RealtimeBoard Inc. dba Miro. The Company's various business activities are marked up and billed to the parent company at varying rates from the agreement. The Company recognized substantial turnover growth in the current period, with turnover totaling £21,496,131 compared to £18,161,016 in the prior period. To meet growing global demand for the Miro product and in order to achieve the Miro Group's strategic objectives, the Company significantly increased personnel costs and operating expenses that are billed to the parent company. The increased personnel costs are by far the largest component of the Company's cost base and accordingly, the largest driver of year-over-year growth in turnover. During the period, the Company had an average headcount of 102 employees, marking a significant expansion from the prior years' average of 81. |
| Management expects that the Company's operating expenses and revenues will continue to grow in future periods, albeit at a slower percentage rate than what was observed in the current period. As of the reporting date there are no confirmed plans to abandon the cost plus model, however, management will periodically review the arrangement and may consider a new revenue recognition in the coming future periods. |
| KEY PERFORMANCE INDICATORS (KPIS) |
| The Directors monitor the performance of the business on a regular basis using a number of key financial and other performance indicators. |
| 2025 | 2024 | Change % |
| Turnover | 21,496,131 | 18,161,016 | 18% |
| Administrative expenses | 20,975,560 | 17,958,561 | 17% |
| Operating profit/ (loss) | 520,571 | 202,455 | 157% |
| Net assets | 2,304,019 | 1,475,987 | 56% |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Directors understand the need for robust risk management and continue to monitor risks on a regular basis so that they can react quickly to mitigate them. The main risks facing the company are as follows:- |
| Economic risks |
| Economic risks primarily pertain to the competitive nature of the software sector that the Miro group operates in, with new market entrants in the digital collaboration space and weaker consumer spending as opposed to previous years. However, the Directors believe that Miro's market position as the leading online collaboration tool and 90M+ global users puts the Company in a strong position to mitigate the effects of these risks. |
| The management team notes that the Miro UK Company does not face any notable economic risks at this time as it operates under a cost plus agreement with its parent company. |
| Financial instrument risks |
| These are kept to a minimum and refer to cash instrument risks only. There is sufficient working capital to ensure that there is no liquidity risk and the Company's exposure is limited. Due to the fact that the Company's sole customer is its parent company and all sales are denominated in pound sterling, currency risk derived from turnover is not applicable. The Company also has very limited currency from its vendors as the vast majority are UK based and invoice in pound sterling. A negligible amount of vendor invoices are received in US dollar or Euro. |
| Solvency Risks |
| Directors have assessed the Company's solvency risk as limited. The Company maintains a healthy and lean balance sheet, free from any long-term debt. Management asserts that are no going concern issues, and the Company is well-positioned to sustain its operations without any concerns about its continued viability. On a consolidated level, the Miro Group has a strong cash balance and observed net positive free cash inflows during the reporting period. |
| ON BEHALF OF THE BOARD: |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 January 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of providing marketing and administrative support services within the online collaboration industry. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 January 2025. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 February 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently; |
| - | make judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| AUDITORS |
| The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIRO EMEA UK LTD |
| Opinion |
| We have audited the financial statements of Miro EMEA UK Ltd (the 'company') for the year ended 31 January 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The 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 2025 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 Auditors' 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 UK, including the FRC'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 and one day 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors and Strategic Report, but does not include the financial statements and our Report of the Auditors thereon. |
| Our 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. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIRO EMEA UK LTD |
| 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 Report of the Directors. |
| 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 any matters in the Report of the Directors and Strategic Report that are inconsistent with our overall view of the financial statements. |
| We have nothing to report in respect of the following matters where 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; or |
| - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIRO EMEA UK LTD |
| Auditors' 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 a Report of the Auditors 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: |
| Identifying and assessing potential irregularities, including fraud |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| - Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration. |
| - Enquiring of management concerning policies and procedures relating to: |
| 1. Complying with laws and regulations and whether there were any instances of non-compliance; |
| 2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
| - Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified management override as the area most likely to be susceptible to fraud. |
| - Discussing within the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law. |
| Audit response to the risks identified |
| As noted above, we identified management override as the matter that would most likely be susceptible to fraud. Our procedures to respond to this risk included a review of the nominal ledger and manual journals for any evidence of management override, or transactions outside the course of normal business. |
| Further, we also identified compliance with the Companies Act 2006, UK tax legislation, and UK employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
| 1. Review the financial statement disclosures with completion of a disclosure checklist and testing to supporting documentation to assess compliance with the Companies Act 2006; |
| 2. Safeguard review of the accounts by a qualified accountant not associated with the audit team, and of the corporation tax by a Chartered Tax Adviser not associated with the audit team; |
| 3. Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist; |
| 4. Checking a sample of compliance with right to work checks and reviewing legal fees for indications of material issues arising out of non-compliance with employment law. |
| The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIRO EMEA UK LTD |
| 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 Report of the Auditors. |
| 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. |
| for and on behalf of |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 31.1.25 | 31.1.24 |
| Notes | £ | £ |
| TURNOVER |
| Administrative expenses |
| OPERATING PROFIT | 4 |
| Interest payable and similar expenses | 5 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 6 |
| PROFIT FOR THE FINANCIAL YEAR |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 31.1.25 | 31.1.24 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| BALANCE SHEET |
| 31 JANUARY 2025 |
| 31.1.25 | 31.1.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 7 |
| CURRENT ASSETS |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Capital contribution reserve | 12 |
| Retained earnings | 12 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| Called up | Capital |
| share | Retained | contribution | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 February 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | 9,852 | 739,779 | 749,631 |
| Balance at 31 January 2024 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | 187,425 | 640,607 | 828,032 |
| Balance at 31 January 2025 | ( |
) |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 31.1.25 | 31.1.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Finance costs paid | (13,334 | ) | - |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Net cash from investing activities | ( |
) | ( |
) |
| Increase in cash and cash equivalents |
| Cash and cash equivalents at beginning of year |
2 |
499,378 |
| Cash and cash equivalents at end of year | 2 | 2,205,310 | 877,631 |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Share option charge | 640,608 | 739,779 |
| Finance costs | 13,333 | - |
| 1,307,374 | 1,030,561 |
| Increase in trade and other debtors | ( |
) | ( |
) |
| Increase/(decrease) in trade and other creditors | ( |
) |
| Cash generated from operations |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 January 2025 |
| 31.1.25 | 1.2.24 |
| £ | £ |
| Cash and cash equivalents | 2,205,310 | 877,631 |
| Year ended 31 January 2024 |
| 31.1.24 | 1.2.23 |
| £ | £ |
| Cash and cash equivalents | 877,631 | 499,378 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.2.24 | Cash flow | At 31.1.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 877,631 | 1,327,679 | 2,205,310 |
| 877,631 | 2,205,310 |
| Total | 877,631 | 1,327,679 | 2,205,310 |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 1. | STATUTORY INFORMATION |
| Miro EMEA UK Ltd is a |
| The trading address is 165 Fleet St, London EC4A 2DQ. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The parent company, RealtimeBoard, Inc. dba Miro will continue to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period of no less than one year and one day from the date of the audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these 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. |
| Critical accounting judgements and key sources of estimation uncertainty |
| With regard to the accounting policies adopted by the company, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis. |
| Turnover |
| Turnover represents amounts charged to the company's parent company under a cost-plus agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred. |
| Tangible fixed assets |
| Tangible fixed assets are stated at net acquisition cost less accumulated depreciation and impairment loss, if any. Depreciation on tangible fixed assets are calculated using the straight-line method over the estimated useful life of the respective asset class presented below: |
| - Computer equipment, 3 years; |
| - Leasehold improvements, depreciated using the shorter of the useful life or the related lease term of the respective asset. |
| Financial instruments |
| Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any other financial instruments as covered by Section 12 of FRS102. |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| 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 |
| The Company measures share-based compensation expense for all share-based payment awards granted by the parent company to employees of Miro EMEA UK Ltd on the estimated fair value of the awards on the date of grant. The fair value of each share option granted is estimated using the Black-Scholes-Merton option valuation model. The Black-Scholes-Merton option pricing model requires the use of assumptions including the option’s expected term and the fair value of the underlying common stock, the expected volatility of the price of the common stock, risk-free interest rates and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the share-based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. |
| The share based payment expense is recognised on a reasonable allocation of the group expense, with a corresponding increase in the capital contribution reserve over the vesting period. Share-based compensation for awards with only service conditions are recognised on a straight-line basis over the requisite service period of the awards. Expense is only recognised by the Company for the period a grantee is employed by the Company. For share-based awards with both service and performance conditions, expenses are recognised on a graded vesting basis over the requisite service period when it is probable that the performance condition will be achieved. The Company accounts for forfeitures as they occur instead of estimating the number of awards expected to be forfeited. |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 3. | EMPLOYEES AND DIRECTORS |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31.1.25 | 31.1.24 |
| General and administrative | 14 | 11 |
| Marketing | 61 | 50 |
| Research and development | 27 | 20 |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Directors' remuneration |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Auditors' remuneration |
| Foreign exchange differences |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Interest expense |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Tax on profit |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 6. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | - | ( |
) |
| Depreciation in excess of capital allowances | - |
| Over / (under) provision of tax | (664 | ) | (7,967 | ) |
| Share option exercises | (1,318 | ) | - |
| Total tax charge | 319,813 | 192,603 |
| The corporation tax rates that will be applicable to the Company in future periods are determined by the UK government and are subject to change based on legislation enacted by the government. As a result, the actual tax rates and the resulting tax liabilities for future periods may differ from the rates used in the preparation of the tax return and financial statements for the year ended 31 January 2025. |
| The rate at which corporation tax has been charged in year increased to 25% (2024: 24.03%) as the corporation tax rate enacted in UK law rose to 25%, effective 1 April 2023. |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 7. | TANGIBLE FIXED ASSETS |
| Improvements |
| to | Computer |
| property | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 February 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 January 2025 |
| DEPRECIATION |
| At 1 February 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 January 2025 |
| NET BOOK VALUE |
| At 31 January 2025 |
| At 31 January 2024 |
| 8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| VAT |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Trade creditors |
| Tax |
| Social security and other taxes |
| Other creditors |
| Deferred tax | 13,233 | 13,233 |
| Accruals and deferred income |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Within one year |
| Between one and five years |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.1.25 | 31.1.24 |
| value: | £ | £ |
| Ordinary | £1 | 100 | 100 |
| 12. | RESERVES |
| Capital |
| Retained | contribution |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 February 2024 | ( |
) | 1,475,887 |
| Profit for the year |
| Bonus share issue |
| At 31 January 2025 | ( |
) | 2,303,919 |
| 13. | ULTIMATE PARENT COMPANY |
| The immediate and ultimate parent company of the company is RealtimeBoard, Inc. dba Miro which is incorporated in the United States at the corporate address of 201 Spear Street, Suite 1100, San Francisco, CA. |
| 14. | ULTIMATE CONTROLLING PARTY |
| The directors believe there is no ultimate controlling party. |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 15. | SHARE-BASED PAYMENT TRANSACTIONS |
| The 2017 Equity Incentive Plan (the "Stock Plan") of the parent company Realtimeboard Inc. dba Miro, provides for the grant of incentive and non-tax advantaged share options and restricted stock units to employees, non-employee directors, and consultants of the Group. |
| Stock Options |
| Share options granted under the Stock Plan generally expire within ten years from the date of grant. The parent company has granted UK employees share-based awards with service and performance based vesting conditions. Awards with service-based vesting conditions generally vest over four years. Awards with performance-based conditions vest annually upon the achievement of specified performance conditions. |
| A summary of share-based incentive activity for UK employees under the Stock Plan cumulative and related information is as follows: |
Number of shares | Weighted average exercise price USD |
| Outstanding at 1 February 2024 | 534,772 | $7.39 |
| Exercised during the year | (2,973 | ) | $4.94 |
| Forfeited during the year | (109,041 | ) | $7.51 |
| Transferred during the year | 61,403 | $6.43 |
| Outstanding at 31 January 2025 | 484,161 | $7.26 |
| Exercisable at 31 January 2025 | 407,142 | $6.85 |
| The total expense recognised in profit and loss relating to stock options that have vested during the year was £607,976 (2024: £729,230). |
| Transferred options relate to grants of options to employees whilst they were previously employed by another group member before being employed by the Company. |
| Restricted Stock Units ("RSUs") |
| The parent company has granted RSUs to certain employees of the Company. The RSUs granted were subject to both a service condition and certain performance conditions. For all grants, there is a performance condition related to a change in control required for the RSUs to be considered vested. In line with the parent company accounting standard, the share-based payment expense associated with these RSUs is only recognised when a change in control becomes probable, and management had not deemed it probable as of 31 January 2025. Accordingly, no expense relating to the RSUs has been recognised up to 31 January 2025 in the parent company accounts. |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| Management of the Company have chosen to recognise the share-based payment expense in these financial statements on the basis of a reasonable allocation of the group expense, as permitted by paragraph 26.16 of the applicable Financial Reporting Standard, FRS 102: |
| "If a share-based payment is granted by an entity to the employees of one or more group entities, the group entities are permitted, as an alternative to the treatment set out in paragraphs 26.7 to 26.15C, to measure the share-based payment expense on the basis of a reasonable allocation of the expense for the group, calculated in accordance with this FRS, IFRS 2 Share-based Payment or on an equivalent basis." |
| The accounting standard the parent company prepares consolidated financial statements under has been determined to be an equivalent standard. |
| Accordingly, no expense relating to the RSUs has been recognised in these financial statements up to 31 January 2025. |
| As of this date, the unrecognised RSU expense relating to employees of the Company amounted to £2,940,635. This number is based on the share valuation of the parent company and does not take into account the probability of a change in control event occurring prior to expiry of the RSUs. |
| Restricted Stock Awards ("RSAs") |
| In connection with historical acquisitions, the parent company has issued RSAs to employees of the Company which vest in accordance with service-based conditions of a period of continuous services.The fair value of the common stock is recognised as share-based payment expense for the period a grantee is employed by the Company. |
| The following table summarises RSA activity during the year ended 31 January 2025: |
| Number of units |
| Unvested as at 1 February 2024 | 2,598 |
| Granted during the year | - |
| Transferred during the year | 72,180 |
| Vested during the year | (32,048 | ) |
| Unvested as at 31 January 2025 | 42,730 |
| Transferred RSAs relate to grants of RSAs to employees whilst they were previously employed by another group member before being employed by the Company. |
| The total expense recognised in profit and loss relating to RSAs during the year was £32,632 (2024: £10,549). |
| Valuation assumptions |
| The Company measures compensation expense for all share-based payment awards based on the estimated fair values on the date of the grant. The fair value of stock options granted is estimated using the Black-Scholes-Merton option valuation model utilizing the assumptions noted below: |
| Fair value of common stock. The Company’s board of directors considers numerous objective and subjective factors to determine the fair value of the Company’s common stock options at each meeting in which awards are approved. The factors considered include, but are not limited to: |
| MIRO EMEA UK LTD (REGISTERED NUMBER: 12982442) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| (i) the results of contemporaneous independent third party valuations of the Company’s common stock; (ii) the prices, rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; and (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions. |
| Expected volatility. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options. |
| Expected term. Expected term represents the period over which the Company anticipates stock-based awards to be outstanding. The Company uses the simplified method to calculate the expected term estimate based on the options’ vesting term and contractual terms. Under the simplified method, the expected life is equal to the average of the stock-based award’s weighted average vesting period and its contractual term. |
| Risk-free interest rate. The Company uses the average of the published interest rates of U.S. Treasury-zero-coupon issues with terms consistent with the expected term of the awards for its-risk-free interest rate. |
| Expected dividends. The Company historically has not paid dividends on common stock and has no plans to issue dividends in the foreseeable future. |