REGISTERED NUMBER: 12265567 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

MITIGA-UK LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

T Mozes

REGISTERED OFFICE:

4th Floor St James House

St James Square

Cheltenham

GL503PR

REGISTERED NUMBER:

12265567 (England and Wales)

AUDITORS:

Zome Audit Limited (Statutory Auditor)

5th Floor

111 Charterhouse Street

London

EC1M 6AW

FIXED ASSETS

Tangible assets

4

7,916

12,607

CURRENT ASSETS

Debtors

5

2,153,725

51,847

Cash at bank

136,099

743,286

2,289,824

795,133

CREDITORS

Amounts falling due within one year

6

2,246,486

817,481

NET CURRENT ASSETS/(LIABILITIES)

43,338

(22,348

)

TOTAL ASSETS LESS CURRENT LIABILITIES

51,254

(9,741

)

CAPITAL AND RESERVES

Called up share capital

100

100

Other reserves

43,114

39,319

Retained earnings

8,040

(49,160

)

51,254

(9,741

)

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 1 July 2025 and were signed by:

T Mozes - Director

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 is derived from recharge expenses to the parent company and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax.

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.

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.

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 6 (2022 - 4 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

Cost

At 1 January 2023

28,754

Additions

3,099

Disposals

(3,079

)

At 31 December 2023

28,774

Depreciation

At 1 January 2023

16,147

Charge for year

7,430

Eliminated on disposal

(2,719

)

At 31 December 2023

20,858

Net book value

At 31 December 2023

7,916

At 31 December 2022

12,607

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Amounts owed by group undertakings

2,129,251

-

Other debtors

24,474

51,847

2,153,725

51,847

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade creditors

8,864

17,807

Amounts owed to group undertakings

2,164,122

681,616

Taxation and social security

21,997

-

Other creditors

51,503

118,058

2,246,486

817,481

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 Zome Audit Limited (Statutory Auditor)

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 £8,599 (2022:£7,891). Contributions totalling £6,545 (2022: £8,294) were payable to the fund at the balance sheet date and are included in creditors.

9.	RELATED PARTY DISCLOSURES

The company is ultimately owned by Mitiga Security Inc a company incorporated in USA.

As at the 31st December 2023 an amount of £2,129,251 is receivable by Mitiga Ltd and £2,164,122 was owed to Mitiga Security Inc. During the period the entity issued sales for an amount of £1,054,214 (2022: £1,260,648) to Mitiga Ltd.

10.	ULTIMATE CONTROLLING PARTY

The Company is a subsidiary of Mitiga Ltd incorporated in Israel which is wholly owned by 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, 131 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.