Company registration number 12333426 (England and Wales)
IRIUSRISK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
IRIUSRISK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
IRIUSRISK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
3
33,676
34,019
Current assets
Debtors
4
2,137,657
2,756,754
Cash at bank and in hand
148,745
32,645
2,286,402
2,789,399
Creditors: amounts falling due within one year
5
(1,465,444)
(1,029,415)
Net current assets
820,958
1,759,984
Total assets less current liabilities
854,634
1,794,003
Provisions for liabilities
(7,360)
-
Net assets
847,274
1,794,003
Capital and reserves
Called up share capital
1
1
Equity reserve
-
0
1,233,404
Profit and loss reserves
847,273
560,598
Total equity
847,274
1,794,003

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

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 22 April 2026
Mr S Leendert de Vries
Director
Company registration number 12333426 (England and Wales)
IRIUSRISK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

IriusRisk Limited is a private company limited by shares incorporated in England and Wales. The registered office is 55 Station Road, Beaconsfield, Buckinghamshire, United Kingdom, HP9 1QL.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Turnover

Turnover is recognised on a cost plus model for technology services provided in the normal course of business, and is shown net of VAT.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
25% straight line method

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

IRIUSRISK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
Basic financial liabilities

Basic financial liabilities, including creditors, loans from fellow group companies are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

1.5
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.6
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.7
Share-based payments

The company has granted equity-settled share-based payments to employees, comprising 351 share options issued between 25 May 2020 and 31 December 2025 at a fixed exercise price based on the spot price at the date of grant.

During the year, all outstanding share options were exercised and settled in cash as part of an acquisition. The awards were revalued at £2,666,324 at the date of settlement, with £1,813,044 paid to employees on exercise. Management has measured the cost of settlement based on the value of consideration transferred to employees, representing the amount required to cancel the awards. As no further vesting conditions remained and the awards no longer exist, this basis is considered to provide a more appropriate reflection of the economic substance of the transaction.

The remaining balance is now recognised within liabilities and includes amounts relating to settled awards that have not yet been paid, including amounts withheld for tax or escrow purposes. This balance will be reduced as the related cash payments are made or the obligations are settled.

IRIUSRISK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
48
32
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2025
61,930
Additions
15,990
Disposals
(1,008)
At 31 December 2025
76,912
Depreciation and impairment
At 1 January 2025
27,911
Depreciation charged in the year
15,813
Eliminated in respect of disposals
(488)
At 31 December 2025
43,236
Carrying amount
At 31 December 2025
33,676
At 31 December 2024
34,019
4
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
354,294
-
0
Amounts owed by group undertakings
1,734,406
1,327,963
Other debtors
48,957
1,128,945
2,137,657
2,456,908
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset
-
0
299,846
IRIUSRISK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
5
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
15,683
61,902
Corporation tax
-
0
420,041
Other taxation and social security
970,874
101,686
Other creditors
478,887
445,786
1,465,444
1,029,415
6
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
Leighton Bower
Statutory Auditor:
Rouse Audit LLP
Date of audit report:
23 April 2026
7
Events after the reporting date

Subsequent to the year end, the ultimate parent company in Spain, IriusRisk S.L, was acquired acquired by ThreatModeler Software Inc. The ThreatModeler group acquired the entire shareholding in IriusRisk S.L. Following the acquisition the Ultimate parent company is ThreatModeler Holdings Inc.

8
Related party transactions

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.

9
Parent company

On acquisition in January 2026, the parent company of IriusRisk Limited was IriusRisk S.L., Spain. Following the acquisition by ThreatModeler Software Inc., the ultimate parent undertaking became ThreatModeler Holdings Inc., a company incorporated in the United States of America. Its registered office is Evertrust Plaza, Suite 802, Jersey City, NJ 07302, USA.

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