REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE PERIOD 24 NOVEMBER 2022 TO 31 DECEMBER 2023 |
FOR |
THREATAWARE LTD |
REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE PERIOD 24 NOVEMBER 2022 TO 31 DECEMBER 2023 |
FOR |
THREATAWARE LTD |
THREATAWARE LTD (REGISTERED NUMBER: 14505300) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Period 24 November 2022 to 31 December 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 4 |
THREATAWARE LTD |
COMPANY INFORMATION |
for the Period 24 November 2022 to 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Chartered Accountants |
10 London Mews |
Paddington |
LONDON |
W2 1HY |
THREATAWARE LTD (REGISTERED NUMBER: 14505300) |
BALANCE SHEET |
31 December 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
8 |
NET LIABILITIES | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Retained earnings | ( |
) |
( |
) |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
THREATAWARE LTD (REGISTERED NUMBER: 14505300) |
BALANCE SHEET - continued |
31 December 2023 |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
THREATAWARE LTD (REGISTERED NUMBER: 14505300) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Period 24 November 2022 to 31 December 2023 |
1. | STATUTORY INFORMATION |
ThreatAware Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going Concern |
The Directors of ThreatAware Ltd Ltd believe there are no material uncertainties relating to events or conditions that may cast significant doubt about the ability of the company to continue as a going concern. Going concern is presumed in preparing financial statements with adequate cash resources believed to be available for working capital and capital expenditure for the next 12 months. |
Turnover |
Turnover is measured as the fair value of consideration received or receivable, excluding value added tax. The following criteria must also be met before revenue is recognised. |
Rendering of services |
Revenue from a contract to provide services are recognised in the period to which the services are provided in accordance with the stage of completion of the contract when all the following conditions are satisfied: |
- the amount of revenue can be measured reliably; |
- it is probable the Company will receive the consideration due under the contract; and |
- the stage of completion of the contact at the period end of reporting period can be measured by reliably; |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Plant and machinery etc | - |
Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical costs 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. |
Financial instruments |
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors and loans. |
The basic financial debtors and liabilities as listed above are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future payments/receipts discounted at a market rate of interest. Such instruments are subsequently carried at amortised costs using the effective interest method, less any impairment. An impairment review is undertaken annually at the balance sheet date. |
THREATAWARE LTD (REGISTERED NUMBER: 14505300) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 24 November 2022 to 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the period 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 period 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. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred until the development phase reached is expected to generate future economic benefit due to the existence of a market. Once this phase is reached the development costs are capitalised and amortised over the assets estimated economic lifetime of 10 years. |
Foreign currencies |
Monetary 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 |
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to profit and loss on a straight line basis over the period of the lease. |
Share options |
For transactions with employees, the fair value of the equity instruments shall be measured at grant date. Any share based payment charge arising from the measurement at fair value and the actual grant price will be charged to the Income Statement over the applicable vesting period. |
For equity-settled share based payment transactions, an entity shall measure the services received and the corresponding increase in equity, at the fair value of services received, unless that fair value cannot be estimated reliably. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the period was |
THREATAWARE LTD (REGISTERED NUMBER: 14505300) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 24 November 2022 to 31 December 2023 |
4. | INTANGIBLE FIXED ASSETS |
Other |
intangible |
assets |
£ |
COST |
Additions |
At 31 December 2023 |
AMORTISATION |
Charge for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
5. | TANGIBLE FIXED ASSETS |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
Additions |
At 31 December 2023 |
DEPRECIATION |
Charge for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Trade debtors |
Other debtors |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Bank loans and overdrafts |
Trade creditors |
Taxation and social security |
Other creditors |
THREATAWARE LTD (REGISTERED NUMBER: 14505300) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 24 November 2022 to 31 December 2023 |
8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
£ |
Bank loans |
9. | SHARE OPTION SCHEME |
The company operates an Enterprise Management Incentives (EMI) scheme. The total share option pool is 199,500 shares with a nominal value of £0.10 per share option. The valuation has been agreed by HMRC as the fair value of the shares. |
The EMI share options scheme has been established to attract key members of staff. The grant price is £0.10 and the shares have a vesting period of 4 years and is only valid if the business has doubled the annual recurring revenue of 2022 by 2024 or sooner. |
The employee can exercise the option on the shares within 5 years of them vesting and can exercise the option in any percentage up to the total numbly of shares in the option. The option shall be fully vested on the tenth anniversary of the Vesting commencement date (grant date). |
The first grant of shares under the scheme was on 6th April 2023 with 214,500 £0.10 shares granted. The immaterial charge of £21,450 is not disclosed within the financial statements. No other movement on the share options arose in the period. |
10. | CALLED UP SHARE CAPITAL |
The share capital of £566,154 is in respect of 5,661,535 £0.10 shares. On incorporation the share capital was in respect of 102,937 £5.50 shares which arose via a demerger of some assets and liabilities in another UK incorporated company owned by the same shareholders via a dividend in specie. The amount due for the shares has been fully written off against the dividend in specie in the year. |
Each £5.50 share was subdivided into 55 £0.10 shares on 9th February 2023. |
11. | OTHER FINANCIAL COMMITMENTS |
Operating lease commitments not included in the balance sheet amount to £105,450. |
12. | RELATED PARTY DISCLOSURES |
As at 31 December 2023 the company owed the directors £280,000 included in Other creditors. The loan is repayable on demand. No interest is payable on the loan. |
During the period the company was loaned £123,257 by a UK incorporated company owned by the same shareholders.The balance is included within Other Creditors. The loan is repayable on demand and no interest is charged. |