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Registered number: 05512285










TRUSTWAVE HOLDINGS LIMITED










ANNUAL REPORT AND
CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
COMPANY INFORMATION


 
Directors
E Harmon 
B O'Connell 




Registered number
05512285



Registered office
C/O Corporation Service Company (Uk) Limited 5 Churchill Place
10th Floor

London

United Kingdom

E14 5HU




Independent auditor
Zedra Corporate Reporting Services (UK) Limited





 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Profit or Loss and Other Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10 - 11
Company Statement of Financial Position
 
12 - 13
Consolidated Statement of Changes in Equity
 
14
Company Statement of Changes in Equity
 
15
Consolidated Statement of Cash Flows
 
16
Company Statement of Cash Flows
 
17
Notes to the Consolidated Financial Statements
 
18 - 46

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present their Strategic Report for the year ended 31 March 2024 for Trustwave Holdings Limited ("the Company") and its subsidiaries, collectively ("the Group").

Business review
 
Details of the results for the year are set out in the Profit and Loss Account on page 9.
For the year ended 31 March 2024, the Group reported turnover of £17,605,232 (2023: £15,442,911), a 12% increase year over year. The Group reported an operating profit of £145,744 (2023: £843,471).
The Company reports a profit before tax of £147,700 (2023 - £9,563,063). The primary reason for the significant decrease in profit when compared to the prior year, is due to the £9,139,041 net gain realised upon the liquidation of M86 Security International Limited in 2023. Further details are provided in note 10 of these financial statements.
The Company has reported net assets of £22,652,803 as at 31 March 2024 (2023 - £22,672,624). This movement is a result of the loss reported for the year. Net current assets have increased by £769,094 when compared to the prior year’s balance sheet, primarily driven by an increase in net amounts receivable from wider group undertakings.

Financial key performance indicators
 

2024
2023
Year-over-year change
Turnover
£17,605,232
£15,442,991
£2,162,241
Operating profit
£145,744
£843,471
(£697,729)
Operating profit margin
0.8%
5.5%
(4.6%)

As described above, turnover increased from £15,442,911 in the year ended 31 March 2023 to £17,605,232 in the year ended 31 March 2024, this was partially due to obtaining a large multi-year customer contract during the year. Moderate revenue growth was achieved elsewhere and the directors are satisfied with the performance.
The directors are satisfied with the performance of the business in the year ended 31 March 2023 compared to the year ended 31 March 2024. 
The Company does not have any non-financial key performance indicators, although it monitors staff retention and customer renewals as part of its risk assessment process.

Page 1

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Principal risks and uncertainties
 
The principal risks and uncertainties faced by the Group include the development of automated compliance solutions that obviate the need for consulting services. The directors feel that this risk is mitigated by the relationship with the intermediate parent, Trustwave Holdings, Inc., which is engaged in a programme of development and purchase of such automated compliance solutions, some of which have already been made available to the Group, thus reducing its reliance on consulting services as a revenue generator. It is expected that this trend will continue.

The Group also faces a risk that it will be unable to recruit or retain sufficient staff to perform the work which it has contracted to do. To mitigate this risk, management has set up procedures to ensure that the Group's recruitment and compensation policies meet or exceed industry standards. 
There is a risk that the Group will be unable to win new business so as to meet growth targets. This risk is mitigated to some extent by its practice of entering into multi-year service contracts with clients, and is further mitigated by its policy of recruiting high-achieving sales executives and incentivising them to increase sales, and by its strategy to enter into partnership agreements with large payment service providers to provide compliance services to their customers.
 
Financial risk
The Group's financial risk management objective is to ensure that financial risks are controlled and have minimal impact on the Company's operations, and its policies are designed to achieve that objective. These policies do not include hedging, and hedge accounting is not used for any transaction. The Group's principal price risk is currency risk. Although no currency hedging is used, Trustwave minimises currency risk by maintaining its cash in the currencies in which most of its obligations are incurred. These currencies are Sterling, Euro and Polish Zloty.
The Group is exposed to the same trade credit risk as any other company operating within its market. Risk control policies include requiring upfront payment from smaller and less creditworthy customers, entering into multi-year contracts where periodic payments are collected before substantial work is completed, and a proactive
collections policy. The Group's loans have all been made to fellow group companies, and the directors are confident that there is minimal credit risk attached to these loans, as they are implicitly backed by the ultimate
parent, which has been confirmed in writing to the directors by the parent company. Liquidity risk is actively minimised by the Group's policy of keeping its financial assets in cash, which is denominated in the currencies in which most of its trade is settled (Sterling, Euro, and Polish Zloty). These currencies are all heavily traded and there is little risk of being unable to sell currency due to a lack of counterparty.

Cash flow risk is minimised by a proactive debtor collection stance coupled with cash flow forecasting. In the event of a projected shortfall the Group is able to call upon the resources of the wider group to maintain cash flow.


This report was approved by the board and signed on its behalf.



B O'Connell
Director

Date: 28 March 2025

Page 2

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024. In accordance with s414c (11) of the Companies Act 2006, certain information required to be presented in the Directors' Report has been provided in the Strategic Report.

Principal activity

The principal activity of the Group in the year under review continued to be that of providing compliance, web application, network and data security solutions delivered through the cloud, managed security services, software and appliances.
The parent company's activity is that of a holding company for its subsidiaries.

Directors

The directors who served during the year were:

E Harmon 
B O'Connell 

Results and dividends

The loss for the year, after taxation, amounted to £124,614 (2023 - profit £9,305,939).

The directors do not recommend payment of a dividend (2023 - £Nil).

Future developments

Management intend to continue broadening the Group's offering both in terms of products and services and also geographically. The Group will continue to benefit from the Trustwave brand and the technical expertise and financial strength afforded to it by the wider Trustwave group.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.

Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Page 3

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post year end events

Trustwave Holdings, Inc. (“TWHI”) was acquired by MC2 Titanium LLC (“MC2”), an acquisition vehicle of the Chertoff Group LLC, on 04 January 2024 and subsequently, on 21 October 2024, MC2 and TWHI signed a share purchase agreement with Cybereason Inc. (“Cybereason”), selling all of MC2’s shares in TWHI to Cybereason.
This deal was terminated in February 2025, which left MC2 as the continuing owner of TWHI. As described in note 4.2 management are actively seeking new ownership and investment following the termination of the Cybereason deal.
There have been no other adjusting or other non-adjusting events affecting the Group since the year end.

This report was approved by the board and signed on its behalf.
 



B O'Connell
Director

Date: 28 March 2025
Page 4

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRUSTWAVE HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Trustwave Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Incomethe Consolidated Statement of Financial Position, the Company Statement of Financial Positionthe Consolidated Statement of Cash Flows, the Company Statement of Cash Flowsthe Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out on pages 20 - 31. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion:

the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 March 2024 and of the Group's loss for the year then ended;

the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdomand

the financial statements 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 Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Material uncertainty related to going concern


We draw attention to note 4.2 in the financial statements, which indicates that as a result of the merger agreement with Cyberreason, Inc, being cancelled, the group headed by Trustwave Holdings, Inc. needs to obtain an alternative investment in order to stabilise their cash position and continue to meet their obligations and delivering services to customers. As stated in note 4.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included a review of cash flow and financial forecasts to 2027.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 5

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRUSTWAVE HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon.  The directors are responsible for the other information contained within the Annual ReportOur 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material 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 material misstatement of this other information, we are required to report that fact. 

We have nothing to report in this regard.

Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the Parent Company 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.


Responsibilities of directors

As explained more fully in the directors' responsibilities statement on page 3, 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 is 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Page 6

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRUSTWAVE HOLDINGS LIMITED (CONTINUED)



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 an auditors' report 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the specific sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to: 

testing the control environment relating to the approval of customer contracts, invoicing and revenue recognition;
Page 7

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRUSTWAVE HOLDINGS LIMITED (CONTINUED)


substantively testing a sample of customer contracts through to performance obligations and subsequent revenue recognition; and
confirming the appropriateness of Standalone Selling Price (SSP) allocations for each component of revenue.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 auditors' report.

Other matters


The parent company's financial statements were audited by another auditor in the prior period who expressed an unqualified opinion. This did not relate to the Group as the parent company took exemption under Section 401 of the Companies Act in the prior year.

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 an auditors' report 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.

 
 
Edward Wallis ACA (Senior Statutory Auditor)
for and on behalf of
ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors
5th Floor
19-25 Birchin Lane
London
United Kingdom
EC3V 9DU


28 March 2025
Page 8

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024


2024
2023
Note
£
£

  

Revenue
 6 
17,605,232
15,442,911

Cost of sales
  
(6,323,830)
(5,631,679)

Gross profit
  
11,281,402
9,811,232

  

Administrative expenses
  
(11,135,658)
(8,967,761)

Profit from operations
  
145,744
843,471

  

Other income
  
1,956
8,719,592

Profit before tax
  
147,700
9,563,063

  

Tax expense
 9 
(272,314)
(257,124)

(Loss)/profit for the year
  
(124,614)
9,305,939

Other comprehensive income:

Exchange gains arising on translation on foreign operations
  
8,079
251,975

  
8,079
251,975

  

Other comprehensive income for the year, net of tax
  
8,079
251,975

  

Total comprehensive income
  
(116,535)
9,557,914

The notes on pages 20 to 46 form part of these financial statements.
All results were derived from continuing operations.
In 2023, the Group experienced a gain on the acquisition of its subsidiary M86 Security International Ltd wich was non-recurring income of £8,659,067, included in other income.

Page 9

 
TRUSTWAVE HOLDINGS LIMITED
REGISTERED NUMBER: 05512285
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024


2024
2023
Note
£
£


Assets

Non-current assets
  

Property, plant and equipment
 10 
31,146
66,319

Trade and other receivables
 12 
165,883
-

Deferred tax assets
 9 
74,495
221,307

  
271,524
287,626

Current assets
 13 

Contract assets
 13 
1,118,345
988,250

Trade and other receivables
 12 
60,381,153
64,679,878

Cash and cash equivalents
  
433,975
608,232

  
61,933,473
66,276,360

  

Total assets

  

62,204,997
66,563,986

Liabilities

Non-current liabilities
  

Trade and other liabilities
 14 
1,160,353
1,387,187

  
1,160,353
1,387,187

Current liabilities
  

Trade and other liabilities
 14 
38,391,841
42,504,175

  
38,391,841
42,504,175

  

Total liabilities
  
39,552,194
43,891,362

  

  

Net assets
  
22,652,803
22,672,624
Page 10

 
TRUSTWAVE HOLDINGS LIMITED
REGISTERED NUMBER: 05512285
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2024


2024
2023
Note
£
£


Issued capital and reserves attributable to owners of the parent
  

Share capital
 15 
101
101

Share premium reserve
  
2,206,227
2,206,227

Foreign exchange reserve
  
(466,458)
(474,537)

Other reserves
  
317,257
220,543

Retained earnings
  
20,595,676
20,720,290

  
22,652,803
22,672,624

  

TOTAL EQUITY
  
22,652,803
22,672,624

The financial statements on pages 9 to 46 were approved and authorised for issue by the board of directors and were signed on its behalf by:

B O'Connell
Director

Date: 28 March 2025

The notes on pages 20 to 46 form part of these financial statements.

Page 11

 
TRUSTWAVE HOLDINGS LIMITED
REGISTERED NUMBER: 05512285
 
 
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024


2024
2023
Note
£
£


Assets

Non-current assets
  

Investments
 11 
3,746,115
3,746,115

  
3,746,115
3,746,115

Current assets
  

Trade and other receivables
 12 
6,993,275
6,901,441

Cash and cash equivalents
  
167,828
259,662

  
7,161,103
7,161,103

  

Total assets

  

10,907,218
10,907,218

Liabilities

Current liabilities
  

Trade and other liabilities
 14 
1,974,519
1,954,519

  
1,974,519
1,954,519

  

Total liabilities
  
1,974,519
1,954,519

  

  

Net assets
  
8,932,699
8,952,699
Page 12

 
TRUSTWAVE HOLDINGS LIMITED
REGISTERED NUMBER: 05512285
 
 
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2024

2024
2023
Note
£
£


Issued capital and reserves attributable to owners of the parent
  

Share capital
 15 
100
100

Share premium reserve
  
2,206,227
2,206,227

Retained earnings
  
6,726,372
6,746,372

TOTAL EQUITY
  
8,932,699
8,952,699

The Company's loss for the year was £20,000 (2023 - £20,000).

The financial statements on pages 9 to 46 were approved and authorised for issue by the board of directors and were signed on its behalf by:

B O'Connell
Director

Date: 28 March 2025

The notes on pages 20 to 46 form part of these financial statements.

Page 13

 
TRUSTWAVE HOLDINGS LIMITED

 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Share capital & share premium
Foreign exchange reserve
Share based payment reserve
Retained earnings
Total attributable to equity holders of parent
Total equity


£
£
£
£
£
£

At 1 April 2022
101
(726,512)
125,034
11,414,351
10,812,974
10,812,974

Comprehensive income for the year




Profit for the year
-
-
-
9,305,939
9,305,939
9,305,939

Other comprehensive income
-
251,975
-
-
251,975
251,975

Total comprehensive income for the year
-
251,975
-
9,305,939
9,557,914
9,557,914

Issue of share capital
2,206,227
-
-
-
2,206,227
2,206,227

Share based payment expense
-
-
95,509
-
95,509
95,509

Total contributions by and distributions to owners
2,206,227
-
95,509
-
2,301,736
2,301,736

At 31 March 2023
2,206,328
(474,537)
220,543
20,720,290
22,672,624
22,672,624

At 1 April 2023
2,206,328
(474,537)
220,543
20,720,290
22,672,624
22,672,624

Comprehensive income for the year




Loss for the year
-
-
-
(124,614)
(124,614)
(124,614)

Other comprehensive income
-
8,079
-
-
8,079
8,079

Total comprehensive income for the year
-
8,079
-
(124,614)
(116,535)
(116,535)

Share based payment expense
-
-
96,714
-
96,714
96,714

Total contributions by and distributions to owners
-
-
96,714
-
96,714
96,714

At 31 March 2024
2,206,328
(466,458)
317,257
20,595,676
22,652,803
22,652,803

Page 14

 
TRUSTWAVE HOLDINGS LIMITED

 
 
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Share capital & share premium
Retained earnings
Total equity


£
£
£

At 1 April 2022
100
6,766,372
6,766,472

Comprehensive income for the year



Profit for the year
-
(20,000)
(20,000)

Total comprehensive income for the year
-
(20,000)
(20,000)

Issue of share capital
2,206,227
-
2,206,227

Total contributions by and distributions to owners
2,206,227
-
2,206,227

At 31 March 2023
2,206,327
6,746,372
8,952,699

At 1 April 2023
2,206,327
6,746,372
8,952,699

Comprehensive income for the year



Loss for the year
-
(20,000)
(20,000)

Total comprehensive income for the year
-
(20,000)
(20,000)

At 31 March 2024
2,206,327
6,726,372
8,932,699

Page 15

 
TRUSTWAVE HOLDINGS LIMITED

 
 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024


2024
2023
Note
£
£

Cash flows from operating activities
  

(Loss)/profit for the year
  
(124,614)
9,305,939

Adjustments for
  

Depreciation of property, plant and equipment
 10 
37,945
56,421

Loss on disposal of property, plant and equipment
 10 
778
10,107

Non-cash gain on acquisition of subsidiary
  
-
(8,659,067)

Share-based payment expense
 18 
96,714
95,509

Net foreign exchange loss
  
14,434
261,878

Income tax expense
 9 
272,314
257,124

  
297,571
1,327,911

Movements in working capital:
  

Increase in trade and other receivables
  
(2,098,544)
(22,817,311)

Increase in trade and other payables
  
2,530,693
10,241,986

Cash generated from operations
  
729,720
(11,247,414)

  

Income taxes paid
  
(900,427)
-

Net cash used in operating activities

  
(170,707)
(11,247,414)

Cash flows from investing activities
  

Acquisition of subsidiary, net of cash acquired
  
-
8,659,067

Purchases of property, plant and equipment
  
(3,550)
(38,478)

Net cash (used in)/from investing activities

  
(3,550)
8,620,589

Cash flows from financing activities
  

Issue of ordinary shares
  
-
2,206,228

Net cash from financing activities
  
-
2,206,228

Net decrease in cash and cash equivalents
  
(174,257)
(420,597)

  

Cash and cash equivalents at the beginning of year
  
608,232
1,028,829

Cash and cash equivalents at the end of the year
  
433,975
608,232

Page 16

 
TRUSTWAVE HOLDINGS LIMITED

 
 
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024


2024
2023
£
£

Cash flows from operating activities

Loss for the year
(20,000)
(20,000)

Adjustments for

(20,000)
(20,000)

Movements in working capital:

Increase in trade and other receivables
(91,834)
-

Increase/(decrease) in trade and other payables
20,000
(421,953)

Cash generated from operations
(91,834)
(441,953)


Net cash used in operating activities

(91,834)
(441,953)

Acquisition of subsidiary, net of cash acquired
-
(2,206,227)

Net cash from/(used in) investing activities

-
(2,206,227)

Issue of ordinary shares
-
2,206,227

Net cash from financing activities
-
2,206,227

Net decrease in cash and cash equivalents
(91,834)
(441,953)


Cash and cash equivalents at the beginning of year
259,662
701,615

Cash and cash equivalents at the end of the year
167,828
259,662

Page 17

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


Reporting entity

Trustwave Holdings Limited (the 'Company') is a limited company incorporated in the United Kingdom and registered in England and Wales. The Company's registered office is given on the Company Information page. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in providing compliance, web application, network and data security solutions delivered through the cloud, managed security services, software and appliances..


2.


Basis of preparation

The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 28 March 202528 March 2025.

Details of the Group's accounting policies, including changes during the year, are included in note 4.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.


2.1 Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.


Items


There were no items measured on an alternative basis at each reporting date.


2.2 Changes in accounting policies

i) New standards, interpretations and amendments effective from 1 April 2023

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

The Group has adopted the amendments to IAS 1 for the first time in the current year. The amendments clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period. Expectations about whether an entity will exercise a right to defer settlement of liability do not affect its classification. In addition, a liability is classified as non-current where the right to defer settlement of a liability for at least 12 months after the reporting date exists as at the end of the reporting period.
The amendments also clarify that (for the purposes of classification as current or non-current), settlement
Page 18

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Basis of preparation (continued)


2.2 Changes in accounting policies (continued)


i) New standards, interpretations and amendments effective from 1 April 2023 (continued)

is the transfer of cash, the entity’s own equity instruments (except for certain options as described below), and other assets or services.
An option granted to a lender to convert a liability into equity shares will not affect the classification of the liability as current or non-current if the option is recognized as an equity instrument separate from the liability in accordance with IAS 32 Financial Instruments: Presentation.
These amendments had no impact on the classification of current and non-current liabilities.These amendments had no impact on the classification of current and non-current liabilities.

Non-current liabilities with Covenants (Amendments to IAS 1)

The amendments to IAS 1 Non-current Liabilities with Covenants specify that only those covenants with which an entity must comply on or before the end of the reporting period affect the classification of a liability as current or non-current. Such covenants affect this classification even if the assessment of compliance with the covenant as at the end of the reporting period is only performed after the reporting period.
These amendments had no impact on the classification of liabilities on the Group’s reporting.

Lease liability in a Sale and Leaseback (Amendments to IFRS 16)

Lease liability in a Sale and Leaseback (Amendments to IFRS 16)
The amendments address the accounting that should be applied by a seller-lessee in a sale and leaseback transaction when the leaseback contains variable lease payments, such as turnover rentals, which do not depend on an index or rate.
When the transfer of an asset by a seller-lessee meets IFRS 15 Revenue from Contracts with Customers requirements to be accounted for as a sale, IFRS 16 Leases requires the seller-lessee to recognise only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. Therefore, no gain or loss is recognised on the right of use retained by the seller-lessee.
There is no impact of these amendments as the Group does not have any sale and lease-back arrangements.

Supplier Finance Arrangements (Amendments IAS 7 and IFRS 7 )

IAS 7 and IFRS 7 were amended to meet investors’ demands for more detailed information about supplier finance arrangements (which are sometimes referred to as supply chain finance, payables finance, or reverse factoring arrangements). These amendments require an entity to disclose information about its supplier finance arrangements to enable users of financial statements to assess the effects of those arrangements on the entity’s liabilities and cash flows and on the entity’s exposure to liquidity risk.
There is no impact of these amendments as the Group does not have any finance arrangement that meets the definition of a supplier finance arrangement under IAS 7.
 

Page 19

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Basis of preparation (continued)

ii) 

New standards, interpretations and amendments not yet effective

The following standards and interpretations to published standards are not yet effective:


New standard or interpretation



Mandatory effective date (period beginning)


Lack of Exchangeability (Amendments to IAS 21)
1 January 2025

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
1 January 2026

Annual improvements to IFRS Accounting Standards — Volume 11
1 January 2026

IFRS 18 Presentation and Disclosure in Financial Statements
1 January 2027


The directors do not expect any material impact as a result of adopting the standards and amendments listed above in the financial year they become effective.


3.


Functional and presentation currency

These consolidated financial statements are presented in Pound Sterling, which is the Company's functional currency. All amounts have been rounded to the nearest Pound, unless otherwise indicated. The Group includes a subsidiary company who's functional and presentational currency is South African Rand, for the purposes of consolidation the results are translated into pound sterling with exchange differences being recorded in the foreign exchange reserve.


4.Accounting policies

 
4.1

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
Page 20

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)


4.1
Basis of consolidation (continued)

the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.


4.2

Going concern

For the year ended 31 March 2024, the Group reported a loss after tax of £287,072 (2023 restated profit after tax: £9,305,939). The Group was in an overall net asset position, primarily supported by receivables from related parties. The Group’s position is reliant on the ongoing support of its parent company, Trustwave Holdings, Inc. for the ongoing provision of support services in delivering services to customers together with cash flow management.
In October 2024, Trustwave Holdings, Inc. announced a merger agreement with Cyberreason Inc. Subsequent to the year end in February 2025, the deal was cancelled. As a result of this, Trustwave Holdings, Inc. intends to secure an alternative deal in order to provide the required financial support to the Group. The group headed by Trustwave Holdings, Inc. needs to obtain investment in order to stabilise their cash position and continue to meet their obligations and delivering services to customers.
Management have considered a period of at least 12 months from the date of the approval of these financial statements, during this time they expect to continue to grow the Group’s revenue base and move towards a breakeven position in FY27. These expectations are reliant on the continued support of prospective investors.
At the time of approval of the financial statements, despite there being material uncertainty about the Group’s position, the Directors have a reasonable expectation of securing sufficient alternative funding, and thus have prepared these financial statements on a going concern basis. No further agreements have been entered into as at the date of approval of the financial statements.

Page 21

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)

 
4.3

Revenue

The Group generates turnover by providing managed security and consulting services and the resale of products. Turnover comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Turnover is shown net of value added tax and after deducting trade discounts.

Performance obligations and timing of revenue recognition

The majority of the Group's revenue is derived from services to customers with revenue recognised over time as this pattern of recognition best represents the transfer of serivces to customers. The Group identified the performance obligation on all contracts with reference to the service provided.

Each of the Group's revenue streams are detailed below:

Managed security testing revenue recognition is based on the principle established by the Group that the performance obligation is the delivery of each test. Revenue is recognised at the point at which the test is delivered to the customer. Where the customer has purchased several tests under one contract, the transaction price is allocated to each test based on management's best estimate of the costs required to complete each test.
 
Product sales revenue is recognised once goods have been dispatched to, and accepted by, the customer. Advance payments or deposits received from customers for future product shipment are deferred until products have been shipped. In some instances, contract terms have resulted in turnover not being recognised on shipment, but on the satisfactory installation and activation of the hardware and software, as dictated by the terms of the contract. In some cases management is required to make a judgement about whether the Group is acting as a principal or an agent in a transcation, these judgements are based on whether the control of the specified goods are retained by the Group in the transaction as part of an ongoing service obligation.
 
Professional services revenue is generated primarily through the testing and consulting services which are billed either on a time basis or a fixed price set out in a contract. Revenue related to time contracts is recognised as the service is performed, based on labour hours provided at contractual labour rates and as material costs are incurred. Revenue on fixed price contracts is recognised as labour hours are incurred on the contracts with any remaining hours not incurred being recognised at the end of the contract. In some instances, revenue is accrued for the service provided to within a given period but not invoiced to the customer, as it has been agreed to invoice the customer on completion or at certain key stages of the contract based on pre-agreed contract terms. On partially complete contracts, the Group recognised revenue based on stage of completion of the project which is estimated by comparing the number of hours actually spent on the project with the total number of hours expected to complete the project. This is considered a faithful depiction of the transfer of services as the contracts are initially priced on the basis of the anticipated hours to complete the projects and therefore also represents the amount to which the Group would be entitled based on its performance to date.
 
Subscription revenue is recognised equally over the term of the contract as the Group provides these services to the customer and the customer is free to consume these services on a constant basis over the course of the contract.

Most of the Group's revenue is derived from fixed price contracts and therefore the amount of revenue to
Page 22

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)

be earned from each contract is determined by reference to those fixed prices. Where a customer orders more than one product line, the Group is able to determine the split of the total contract price between each product line by reference to each products standalone selling prices.

Incremental commissions paid to sales staff for obtaining contracts are recorded in prepayments as costs to obtain the contracts and amortised over a standard period of 15 months, which is deemed to be management's best estimate of the average contract length. The contract assets represented are included as components of prepayments and accrued income in the financial statements.

Except in exceptional circumstances, which are separated based on management's judgement, the cost of fulfilling contracts do not result in the recognition of separate assets because the Group does not expect to incur costs on a contract by contract basis, as such the Group cannot specifically identify costs as being relevant to a contract. The Group recognises a contract liability where billing is completed prior to revenue being recorded.

 
4.4

Foreign currency

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into pounds using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.


Page 23

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)

  
4.5

Employee benefits


Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

 
4.6

Share-based payments


Share-based payment transactions of the Company

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 18.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

 
4.7

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.



(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.
Page 24

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)


4.7
Taxation (continued)


(ii) Deferred tax (continued)

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

International tax reform - Pillar Two model rules

The Group has applied the mandatory exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes (i.e. income taxes arising from the jurisdictional implementation of OECD’s Pillar Two Model Rules).

Page 25

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)

 
4.8

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:

Plant and machinery
2-3 years
Customer premise equipment
3-4 years

  
4.9

Impairment of tangible assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease (see note 4.8).

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase (see note 4.8).


4.10

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

 
4.11

Financial instruments

Page 26

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)


4.11
Financial instruments (continued)

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

 
4.12

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Page 27

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)


4.12
Financial assets (continued)


(i) Amortised cost and effective interest method

The effective interest method is a method for calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased and originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised costs of a financial asset before adjusting for any loss allowance.

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVOCI. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see (ii) Impairment of financial assets). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by the applying the effective interest rate to the gross carrying amount of the financial asset.

Interest income is recognised in profit or loss and is included in the 'finance income' line item.

Page 28

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)


4.12
Financial assets (continued)


(ii) Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised costs and amounts due from customers under contracts. No impairment loss is recognised for investments in equity instruments. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime ECL for trade receivables, amounts due from customers under contracts and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.


(iii) Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date; for loan commitments and financial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the Group's understanding of the specific future financing needs of the debtors, and other relevant forward-looking information.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate.
 
Where lifetime ECL is measured on a collective basis to cater for cases where evidence of significant increases in credit risk at the individual instrument level may not yet be available, the financial instruments are grouped on the following basis:

Nature of financial instruments;

Past-due status;

Nature, size and industry of debtors;

Nature of collaterals for finance lease receivables; and

External credit ratings where available.

The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.

Page 29

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)


4.12
Financial assets (continued)


(iii) Measurement and recognition of expected credit losses (continued)

The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.


(iv) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

 
4.13

Financial liabilities and equity instruments


(i) Classification as debt or equity

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.


(ii) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.


(iii) Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Group, and commitments issued by the Group to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

Financial liabilities subsequently measured at amortised cost

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an
Page 30

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.Accounting policies (continued)


4.13
Financial liabilities and equity instruments (continued)


(iii) Financial liabilities (continued)

integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'finance income' or 'finance expense' line item, for gains and losses respectively, in profit or loss for financial liabilities that are not part of a designated hedging relationship.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.


5.


Accounting estimates and judgements

5.1 Judgement

Standalone Selling Price

On certain contracts the Group provides difference goods and services representing more than one performance obligation. Management have judged that they are unable to establish standalone selling price (SSP) using direct observable standalone sales and therefore they have developed a methodology which takes account of historic sales prices. This judgement results in some estimation uncertainty which could have a material impact on the financial statements.

Principal versus agent

As described in the revenue accounting policy in some circumstances revenue on third party product sales may be recognised either gross or net depending on management's judgement of whether there is an ongoing service provision to customers and the ownership of the product has been transferred to a third party. This could result in significant differences in the value of revenue recognised in the financial statements.

Costs to fulfil a contract

In certain circumstances, where the Group is able to identify costs to fulfil a contract, these are capitalised and deferred over the life of the contract by management. This involves some judgement as to which costs can be separately identified and are deemed to be directly in relation to the specific contract. This is a significant judgement which is applied depending on the size and nature of the costs and may therefore
Page 31

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

5.Accounting estimates and judgements (continued)


5.1 Judgement (continued)

have a material impact on these financial statements.

Carrying value of intercompany receivables

The Group has intercompany receivables due from other group companies as a result of a restructuring exercise of the M86 business. These intercompany receivables are material and management has determined that they should not be impaired. This judgement is based on management's expectations that intercompany balances can be rationalised across the wider group without any reduction to the carrying amounts.


5.2 Estimates and assumptions

Carrying value of investments in subsidiaries

The Company considers indicators of impairments annually. If indicators are present, Management makes an estimate of the recoverable value of investments in subsidiaries. When assessing impairment of investments in subsidiaries, Management considers factors including current market and industry conditions and historical experience.

Amortisation period for incremental contract costs

Management have reviewed the average contract length for customers and determined that this is 15 months, this is based on historic data available and is used as the amortisation period for deferred commissions capitalised as contract assets. This is an estimation and may have a material impact on the timing of cost recognition versus revenue in the financial statements.

Estimation of fair value of share options

For the Group share option plan management uses external valuation agencies to assist with calculating the fair value of share options. This involves estimation uncertainty when determining the fair market value of options using the Black Scholes model.
This included the use of a risk free rate of 3.98% which was based on US government bonds, a dividend yield of 0% as the Group is loss making so no dividends are reasonable and lastly a volatility rate of 47.88%. These estimations could have a material impact on the calculation of the share based payment reserve and the corresponding expense in the profit and loss account.

Page 32

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Revenue


The following is an analysis of the Group's revenue for the year from continuing operations:


2024
2023
£
£


Managed security testing revenue
1,598,525
2,285,263

Product sales revenue
178,864
20,048

Professional services revenue
4,909,725
4,460,613

Subscription revenue
10,918,118
8,676,987

17,605,232
15,442,911


Analysis of revenue by country of destination:

2024
2023
£
£


United Kingdom
9,052,866
8,218,737

Rest of Europe
4,262,542
3,171,658

Rest of the world
4,289,824
4,052,516

17,605,232
15,442,911

Timing of revenue recognition:

2024
2023
£
£

Goods and services transferred at a point in time
6,687,114
6,765,924

Goods and services transferred over time
10,918,118
8,676,987

17,605,232
15,442,911


Estimates and assumptions

On certain contracts management has determined that performance obligations cannot be adequately separated or distinguished from one another. As a result, they have determined that the best and most appropriate recognition is over time and revenue is recognised over the term of the contract.

Page 33

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
108,000
20,000


The fees for the prior period relate to only the audit of the parent company financial statements as the Group did not prepare consolidated financial statements in the year to 31 March 2023.





8.


Employee benefit expenses

Group


2024
2023
£
£

Employee benefit expenses (including directors) comprise:

Wages and salaries
8,650,317
9,598,769

National insurance
1,275,292
1,360,434

Defined contribution pension cost
329,742
382,408

10,255,351
11,341,611

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company.


2024
2023
£
£


Salary
242,540
365,909

Defined contribution scheme costs
13,072
12,983

255,612
378,892

Page 34

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

8.Employee benefit expenses (continued)

The monthly average number of persons, including the directors, employed by the Group during the year was as follows:


2024
2023
No.
No.

Computer engineers
26
31

Sales
19
21

Administration
7
9

52
61

Page 35

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.


Tax expense

9.1 Income tax recognised in profit or loss



2024
2023
£
£

Current tax on profits for the year
(87,860)
242,704

Adjustments in respect of prior years
168,509
-

Overseas tax
49,853
51,308

Total current tax
130,502
294,012

Origination and reversal of timing differences
141,812
(36,888)

Total deferred tax
141,812
(36,888)


272,314
257,124


Total tax expense

Tax expense
272,314
257,124

272,314
257,124

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:


2024
2023
£
£


(Loss)/profit for the year
(124,614)
9,305,939

Income tax expense
272,314
257,124

Profit before income taxes
147,700
9,563,063


Tax using the Company's domestic tax rate of 25% (2023:19%)
36,925
1,816,982

Expenses not deductible for tax purposes
6,924
468,238

Group income
-
(2,155,610)

Adjustments to tax charge in respect of prior periods
168,509
100,082

Movements in deferred tax
37,319
(9,615)

Other differences leading to an increase/(decrease) in the tax charge
22,637
37,047

Total tax expense
272,314
257,124

Page 36

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.Tax expense (continued)

9.2 Current tax assets and liabilities

2024
2023
£
£

Corporation tax repayable
322,638
-

Current tax liabilities

Corporation tax payable
15,106
461,038

15,106
461,038

9.3 Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:


2024
2023
£
£


Deferred tax assets
74,495
221,307

74,495
221,307




Opening balance
Recognised in profit or loss
Closing balance
        £
        £
        £
2024
Short term timing differences

216,307

(141,812)

74,495



216,307


(141,812)


74,495


2023
Other items

486,403

(265,096)

221,307



486,403


(265,096)


221,307


Page 37

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Property, plant and equipment


Group





Plant and machinery
Customer premise equipment
Total

£
£
£



Cost or valuation





At 1 April 2022
514,292
498,465
1,012,757


Additions
38,478
-
38,478


Disposals
(447,925)
(473,771)
(921,696)



At 31 March 2023
104,845
24,694
129,539


Additions
3,550
-
3,550


Disposals
(22,936)
(11,356)
(34,292)



At 31 March 2024
85,459
13,338
98,797


Plant and machinery
Customer premise equipment
Total

£
£
£



Accumulated depreciation and impairment





At 1 April 2022
443,046
475,342
918,388


Charge owned for the year
40,101
16,320
56,421


Disposals
(437,818)
(473,771)
(911,589)



At 31 March 2023
45,329
17,891
63,220


Charge owned for the year
33,218
4,727
37,945


Disposals
(22,865)
(10,649)
(33,514)



At 31 March 2024
55,682
11,969
67,651



Net book value


At 31 March 2023
59,516
6,803
66,319


At 31 March 2024
29,777
1,369
31,146

Page 38

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

11.


Subsidiaries

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Principal activity
Place of incorporation and operation
Proportion of ownership interest and voting power held by the Group (%)



2024
2023








1Trustwave Limited

Providing compliance, webapplication, network and data security solutions delivered through the cloud, managed security services,software and appliances.

United Kingdom
 
100

100

2Trustwave Security Solutions Proprietary Limited

Providing compliance, webapplication, network and data security solutions delivered through the cloud, managed security services,software and appliances.

South Africa
 
100

100

3M86 Security International Ltd (Indirect)

In liquidation

United Kingdom
 
100

100



Company

2024
2023
£
£

Investments in subsidiary companies
3,746,115
3,746,115

3,746,115
3,746,115

Trustwave Holdings Limited guarantees in accordance with S479A of the Companies Act 2006, that Trustwave Limited (05107724) is entitled to exemption from an audit of its individual financial statements for the year ended 31 March 2024.


12.


Trade and other receivables



Group

Page 39

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2024
2023
£
£

Non-current

Other receivables
165,883
-

Total non-current trade and other receivables
165,883
-


Current

Trade receivables
3,658,628
3,078,771

Less: provision for impairment of trade receivables
(316,121)
(194,392)

Trade receivables - net
3,342,507
2,884,379

Receivables from related parties
55,292,063
60,390,327

Prepayments and accrued income
1,356,887
1,143,014

Other receivables
389,696
262,158

Total current trade and other receivables
60,381,153
64,679,878

The Group recognises expected credit losses on receivables as follows:
 
10% on 30 days past due;
20% on 60 days past due;
30% on 90 days past due;
40% on 120 days past due; and
100% over 150 days past due.

This is based on historic experience of credit losses and management believe it to be a best estimate of the likely returns expected on trade receivables.


Company

2024
2023
£
£


Current

Receivables from related parties
6,993,275
6,901,441

Total current trade and other receivables
6,993,275
6,901,441

Receivables from relates parties are unsecured, interest free and repayable on demand.


13.

Contract assets


Group

Page 40

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Contract assets are recognised as the incremental costs of obtaining a contract. These are amortised over a 15 month period which is the estimated average life of a revenue contract for the Group.


14.


Trade and other payables



Group

2024
2023
£
£

Non-current

Contract liabilities
1,160,353
1,387,187

Total non-current trade and other payables
1,160,353
1,387,187


Current

Trade payables
980,325
417,040

Payables to related parties
25,928,637
30,069,017

Other payables
(9,753)
8,540

Accruals
3,027,536
2,941,070

Other payables - tax and social security payments
955,245
1,297,682

Contract liabilities
7,509,850
7,770,830

Total current trade and other payables
38,391,840
42,504,179

Payables to related parties are unsecured, interest free and repayable on demand


Company

2024
2023
£
£


Current

Payables to related parties
1,934,519
1,934,519

Accruals
40,000
20,000

Total current trade and other payables
1,974,519
1,954,519

Payables to related parties are unsecured, interest free and repayable on demand.

Page 41

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
15.


Share capital

Authorised

2024
2024
2023
2023
Number
£
Number
£

Shares treated as equity
Ordinary shares of £1.00 each

101

101

101
 
101
 
101

101

101
 
101
 

Issued and fully paid


2024
2024
2023
2023
Number
£
Number
£

Ordinary shares of £1.00 each

At 1 April and 31 March
100

100

100
 
100
 


16.


Reserves


Share premium

Share premium represents the excess paid for shares above their par value. On 12 November 2022, the Company issued one Ordinary share as consideration for the capital of a fellow group company M86 Security International Limited. The non-cash consideration for this share was £2,206,277.47, resulting in share premium as recorded in the balance sheet.

Foreign exchange reserve

The foreign exchange reserve represents differences arising on translation of the Group's foreign operations 

Other reserves

Other reserves include historic share based payment transactions.

Retained earnings

Retained earnings represents accumulated profits and losses net of dividends.

Page 42

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

17.


Analysis of amounts recognised in other comprehensive income



Foreign exchange reserve



£



Year to 31 March 2024



Exchange differences arising on translation of foreign operations
8,079



8,079



Foreign exchange reserve



£



Year to 31 March 2023



Exchange differences arising on translation of foreign operations
251,975



251,975

Page 43

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

18.


Share based payments


18.1. Employee share option plan of the Company


Details of the employee share option of the Company


The grant date fair value for all unit-based awards granted to employees was determined using an option-oricing model. Estimating grant date fair value requires assumptions to be made, including the value of equity, expected time to liquidity, and expected volatility.
Share based payments for granted units are recognised as an expense over the requisite service period, which is generally the vesting period for awards, on a straight line basis for awards with only a service condition. Forfeitures are accounted for as they occur.
Within 2024 the Company had two share based payment arrangements:
- The 2020 Long Term Incentive Plan, which granted stock options to certain employees
- The 2022 TWH Option Pool, which also granted stock options to certain employees
All stock options are deemed to vest over a period of 4 years and are restricted only based on time.

The following share-based payment arrangements were in existence during the current and prior years:

Number
Grant date
Exercise price
Fair value at grant date

£
£
12020 long-term incentive plan

92,000

27/08/20

7.39

2.84

22022 share option plan

547,000

24/05/22

0.16

0.16

32022 share option plan

206,000

1/10/22

0.16

0.16

42022 share option plan

98,000

1/04/23

0.17

0.17



Fair value of share options granted in the year

The following share-based payment arrangements were in existence during the current and prior years:


Inputs into the model
Grant data share price
Exercise price
Expected volatility
Option life
£
£


12020 long-term incentive plan

7.39
7.39
40.00%
6 years
22022 share option plan

-
0.16
47.88%
32022 share option plan

-
0.16
-%
42022 share option plan

-
0.17
-%

Page 44

 
TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

Movements in share options during the year

The following reconciles the share options outstanding at the beginning and end of the year:


2024
2023
Number of options
Weighted average exercise price
Number of options
Weighted average exercise price

£

£


Balance at the beginning of the year
1,135,500
1.05
195,000
-

Granted during the year
123,000
0.17
1,112,000
0.16

Forfeited during the year
(25,000)
0.17
(171,500)
0.16

Outstanding at the end of the year
1,233,500
-
1,135,500
-


19.


Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
During the year, the Group, increased its receivables and payables with related parties. The Group also recharged transfer pricing costs of £1,893,039 (2023: £148,022) to the parent company, Trustwave Holdings Inc., in order to achieve an operating margin which is in line with the OECD transfer pricing guidelines. These transactions are deemed to be arms length transactions based on the services provided.
All other transactions are considered to have been conducted on an arms length basis with limited judgement and therefore have not been described in this note.


20.


Controlling party

Trustwave Holdings Inc., a company incorporated in the United States of America is the parent company.
As at the year end date,  Trustwave Holdings, Inc. ("Trustwave"), the immediate parent company of Trustwave Holdings Limited, was acquired by MC2 Titanium LLC ("MC2"), an acquisition vehicle of the Chertoff Group LLC, on 04 January 2024. 


21.


Capital management

The Group is not subject to internally or externally imposed capital requirements. The Group’s objective when managing capital is to provide sufficient resources to allow the continued investment in new products that may be required in the rapidly changing market in which the Group operates and to safeguard the Group's ability to continue as a going concern, so that it can continue to provide returns for shareholders.

The Group's capital comprises share capital share premium, foreign exchange reserve and retained earnings, the value of this is set out in the Statement of Changes in Equity.



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TRUSTWAVE HOLDINGS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

22.

Events after the reporting date


Group

Trustwave Holdings, Inc. (“TWHI”) was acquired by MC2 Titanium LLC (“MC2”), an acquisition vehicle of the Chertoff Group LLC, on 04 January 2024 and subsequently, on 21 October 2024, MC2 and TWHI signed a share purchase agreement with Cybereason Inc. (“Cybereason”), selling all of MC2’s shares in TWHI to Cybereason.
This deal was terminated in February 2025, which left MC2 as the continuing owner of TWHI. As described in note 4.2 management are actively seeking new ownership and investment following the termination of the Cybereason deal.
There have been no adjusting or other non-adjusting events affecting the Group since the year end.

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