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REGISTERED NUMBER: 14505300 (England and Wales)















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: J D Abbott
S M Thomson
Mrs S J Thomson





SECRETARY:





REGISTERED OFFICE: 18 Crucifix Lane
London
United Kingdom
SE1 3JW





REGISTERED NUMBER: 14505300 (England and Wales)





ACCOUNTANTS: Stein Richards
Chartered Accountants
10 London Mews
Paddington
LONDON
W2 1HY

THREATAWARE LTD (REGISTERED NUMBER: 14505300)

BALANCE SHEET
31 December 2023

Notes £    £   
FIXED ASSETS
Intangible assets 4 936,992
Tangible assets 5 25,316
962,308

CURRENT ASSETS
Debtors 6 419,521
Cash at bank 50,807
470,328
CREDITORS
Amounts falling due within one year 7 1,403,301
NET CURRENT LIABILITIES (932,973 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

29,335

CREDITORS
Amounts falling due after more than one
year

8

88,542
NET LIABILITIES (59,207 )

CAPITAL AND RESERVES
Called up share capital 10 566,154
Retained earnings (625,361 )
(59,207 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

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


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 Board of Directors and authorised for issue on 15 August 2024 and were signed on its behalf by:




J D Abbott - Director



S M Thomson - Director


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 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.

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.

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.

Development costs are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 25% straight line

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 15 .

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 1,173,320
At 31 December 2023 1,173,320
AMORTISATION
Charge for period 236,328
At 31 December 2023 236,328
NET BOOK VALUE
At 31 December 2023 936,992

5. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
Additions 1,391 30,645 32,036
At 31 December 2023 1,391 30,645 32,036
DEPRECIATION
Charge for period 293 6,427 6,720
At 31 December 2023 293 6,427 6,720
NET BOOK VALUE
At 31 December 2023 1,098 24,218 25,316

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
£   
Trade debtors 64,760
Other debtors 354,761
419,521

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
£   
Bank loans and overdrafts 62,500
Trade creditors 156,779
Taxation and social security 85,470
Other creditors 1,098,552
1,403,301

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 88,542

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.