REGISTERED NUMBER: 14505300 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

THREATAWARE LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

J D Abbott

S M Thomson

Mrs S J Thomson

SECRETARY:

REGISTERED OFFICE:

18 Crucifix Lane

London

United Kingdom

SE1 3JW

REGISTERED NUMBER:

14505300 (England and Wales)

ACCOUNTANTS:

Stein Richards

Chartered Accountants

10 London Mews

Paddington

LONDON

W2 1HY

FIXED ASSETS

Intangible assets

4

797,299

936,992

Tangible assets

5

27,183

25,316

Investments

6

799

-

825,281

962,308

CURRENT ASSETS

Debtors

7

1,339,560

419,521

Cash at bank

101,084

50,807

1,440,644

470,328

CREDITORS

Amounts falling due within one year

8

3,168,004

1,403,301

NET CURRENT LIABILITIES

(1,727,360

)

(932,973

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(902,079

)

29,335

CREDITORS

Amounts falling due after more than one year

9

-

88,542

NET LIABILITIES

(902,079

)

(59,207

)

CAPITAL AND RESERVES

Called up share capital

11

566,154

566,154

Retained earnings

(1,468,233

)

(625,361

)

(902,079

)

(59,207

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

J D Abbott - Director

S M Thomson - Director

1.	STATUTORY INFORMATION

ThreatAware Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The Directors of ThreatAware Ltd believe there are no material uncertainties relating to events or conditions that may cast significant doubt about the ability of the company to continue as a going concern. Going concern is presumed in preparing the financial statements with adequate cash resources believed to be available for working capital and capital expenditure for the next 12 months due to the continued support of the directors and external funding streams.

Preparation of consolidated financial statements

The financial statements contain information about ThreatAware Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured as the fair value of consideration received or receivable, excluding value added tax. The following criteria must also be met before revenue is recognised.

Rendering of services

Revenue from a contract to provide services are recognised in the period to which the services are provided in accordance with the stage of completion of the contract when all the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable the Company will receive the consideration due under the contract; and

- the stage of completion of the contact at the period end of reporting period can be measured by reliably;

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

25% straight line

Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical costs includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors and loans.

The basic financial debtors and liabilities as listed above are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future payments/receipts discounted at a market rate of interest. Such instruments are subsequently carried at amortised costs using the effective interest method, less any impairment. An impairment review is undertaken annually at the balance sheet date.

Taxation

Taxation for the year comprises of deferred tax only. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Deferred taxation assets and liabilities are not discounted.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred until the development phase reached is expected to generate future economic benefit due to the existence of a market. Once this phase is reached the development costs are capitalised and amortised over the assets estimated economic lifetime of 10 years.

Foreign currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to profit and loss on a straight line basis over the period of the lease.

Share options

For transactions with employees, the fair value of the equity instruments shall be measured at grant date. Any share based payment charge arising from the measurement at fair value and the actual grant price will be charged to the Income Statement over the applicable vesting period.

For equity-settled share based payment transactions, an entity shall measure the services received and the corresponding increase in equity, at the fair value of services received, unless that fair value cannot be estimated reliably.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 23 (2023 - 15 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

1,173,320

AMORTISATION

At 1 January 2024

236,328

Charge for year

139,693

At 31 December 2024

376,021

NET BOOK VALUE

At 31 December 2024

797,299

At 31 December 2023

936,992

5.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

1,391

30,645

32,036

Additions

-

11,656

11,656

At 31 December 2024

1,391

42,301

43,692

DEPRECIATION

At 1 January 2024

293

6,427

6,720

Charge for year

372

9,417

9,789

At 31 December 2024

665

15,844

16,509

NET BOOK VALUE

At 31 December 2024

726

26,457

27,183

At 31 December 2023

1,098

24,218

25,316

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

799

At 31 December 2024

799

NET BOOK VALUE

At 31 December 2024

799

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

482,545

64,760

Amounts owed by group undertakings

144,015

-

Other debtors

713,000

354,761

1,339,560

419,521

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts

-

62,500

Trade creditors

229,899

156,779

Taxation and social security

136,032

85,470

Other creditors

2,802,073

1,098,552

3,168,004

1,403,301

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans

-

88,542

10.	SHARE OPTION SCHEME

The company operates an Enterprise Management Incentives (EMI) scheme. The total share option pool is 199,500 shares with a nominal value of £0.10 per share option. The valuation has been agreed by HMRC as the fair value of the shares.

The EMI share options scheme has been established to attract key members of staff. The grant price is £0.10 and the shares have a vesting period of 4 years and is only valid if the business has doubled the annual recurring revenue of 2022 by 2024 or sooner.

The employee can exercise the option on the shares within 5 years of them vesting and can exercise the option in any percentage up to the total numbly of shares in the option. The option shall be fully vested on the tenth anniversary of the Vesting commencement date (grant date).

The first grant of shares under the scheme was on 6th April 2023 with 214,500 £0.10 shares granted. The immaterial charge of £21,450 was not disclosed within the financial statements. In the current period an additional £10,000 £0.1 shares were granted. The immaterial charge of £1,000 was not disclosed in the financial statements.

11.	CALLED UP SHARE CAPITAL

On incorporation the share capital was in respect of 102,937 £5.50 shares which arose via a demerger of some assets and liabilities in another UK incorporated company owned by the same shareholders via a dividend in specie. The amount due for the shares was fully written off against the dividend in specie in the period ended 31st December 2023.

Each £5.50 share was subdivided into 55 £0.10 shares on 9th February 2023. As at 31st December 2023 and 2024 the share capital of £566,154 is in respect of 5,661,535 £0.10 shares.

12.	OTHER FINANCIAL COMMITMENTS

Operating lease commitments not included in the balance sheet amount to £390,200.

13.	RELATED PARTY DISCLOSURES

As at 31 December 2024 the company owed the directors £1,205,148 (2023:£280,000) included in Other creditors. The loans are repayable on demand. No interest is payable on the loan.

During the year, the loan of £150,347 owned by a UK incorporated company owned by the same shareholders to 30 September 2024 was written off as unrecoverable (£12.3,357 brought forward and additional loans in the period of £27,090).The brought forward balance was included within Other Creditors. The loan was repayable on demand and no interest was charged.