Company registration number 11566936 (England and Wales)
NETACEA LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
PAGES FOR FILING WITH REGISTRAR
NETACEA LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
NETACEA LIMITED
BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 1 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
5
7,474
20,240
Current assets
Debtors
6
1,891,242
2,118,471
Cash at bank and in hand
228,062
1,066,173
2,119,304
3,184,644
Creditors: amounts falling due within one year
7
(2,087,900)
(2,738,330)
Net current assets
31,404
446,314
Total assets less current liabilities
38,878
466,554
Creditors: amounts falling due after more than one year
8
(35,878,979)
(33,987,939)
Net liabilities
(35,840,101)
(33,521,385)
Capital and reserves
Called up share capital
10
1
1
Other reserves
795,922
474,690
Profit and loss reserves
(36,636,024)
(33,996,076)
Total equity
(35,840,101)
(33,521,385)

For the financial year ended 31 March 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

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

The financial statements were approved by the board of directors and authorised for issue on 20 August 2026 and are signed on its behalf by:
A J Birbeck
Director
Company registration number 11566936 (England and Wales)
NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
1
Accounting policies
Company information

Netacea Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 2.02 Department Bonded Warehouse, 18 Lower Byrom Street, Manchester, England, M3 4AP.

1.1
Basis of preparation

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.

In the current year the Directors have represented the profit and loss account in order to separately disclose interest receivable and interest payable rather than include them in administrative expenses. Both periods have been presented in this manner consistently.

1.2
Going concern

The financial statements have been prepared on a going concern basis.

The Directors have prepared forecasts extending beyond August 2027 which demonstrate that the business will remain cash positive for this period.

The Directors have also modelled various downside scenarios and have satisfied themselves that there viable options available to the business to be able to manage these circumstances should they arise. For example, the Board has noted that the major investor in the business has been very supportive and has provided considerable funding to date. Whilst no further investment is planned as the business is not expected to require it, the Board has received assurances from the investor that, should it be required, it would continue to help fund the business to support its growth and maintain its liquidity.

The Directors are therefore very confident that the business has enough access to finance should it be required in order to continue to settle its liabilities as they fall due, even under downside scenarios. The Directors however acknowledge that, should it be required, receipt of this funding is not guaranteed and therefore this indicates the existence of a material uncertainty which may cast significant doubt over the Company’s ability to continue as a going concern.

The Directors continue to consider it appropriate to prepare these financial statements on a going concern basis. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from software product licence rentals is realised over the duration of the rental period.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 3 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software Licenses
33% straight line
1.5
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost 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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Fixtures and fittings
33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since last reporting date.

G ain s and loss es on disposal s are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
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.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 4 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. 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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
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.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 5 -

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

1.11
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using a Monte-Carlo simulation. The fair value determined at the grant date is expensed with reference to the appropriate vesting pattern, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.12
Foreign exchange

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchang e rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in f oreign currencies are recognised in the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash f low hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of trade debtors

Determine whether there are indicators of impairment of the company's amounts due from trade debtors. When assessing impairment of these amounts the factors taken into consideration include the financial position and expected future performance of those entities.

Recoverability of R&D debtor

Due to the complexity of R&D tax legislation and the level of judgement required in assessing qualifying activities and costs, the amount ultimately receivable may differ from the estimate included in these financial statements. Management uses external advisors to support the claim preparation and believes the estimates made are reasonable based on the best available information at the reporting date. However, there is inherent uncertainty until the claim is agreed by HMRC.

Going concern

The company's status as a going concern represents a key judgement. Details of the Directors' assessment of this are provided in note 1.2.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Share-based payments

The determination of the fair values of share options, where the options are settled by Netacea Group Limited, has been made by reference to the Monte-Carlo model. The input with the greatest amount of estimation being the volatility of the Parent Company’s share price which has been derived via benchmarking against similar companies in the industry. Other key inputs are set out within the Group financial statements for Netacea Group Limited. The charge to the profit and loss account is determined by management's best estimation of the number of options which will vest, and involves a key assumption of an exit date which triggers the options being exercised.

3
Employees

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

2026
2025
Number
Number
Total
42
61
NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 7 -
4
Intangible fixed assets
Software Licenses
£
Cost
At 1 April 2025 and 31 March 2026
61,239
Amortisation and impairment
At 1 April 2025 and 31 March 2026
61,239
Carrying amount
At 31 March 2026
-
0
At 31 March 2025
-
0
5
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 April 2025 and 31 March 2026
168,055
Depreciation and impairment
At 1 April 2025
147,815
Depreciation charged in the year
12,766
At 31 March 2026
160,581
Carrying amount
At 31 March 2026
7,474
At 31 March 2025
20,240
6
Debtors
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
626,404
418,798
Corporation tax recoverable
979,211
1,324,562
Other debtors
285,627
375,111
1,891,242
2,118,471
NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 8 -
7
Creditors: amounts falling due within one year
2026
2025
£
£
Trade creditors
364,415
189,350
Taxation and social security
157,691
182,415
Other creditors
21,504
75,791
Accruals and deferred income
1,544,290
2,290,774
2,087,900
2,738,330
8
Creditors: amounts falling due after more than one year
2026
2025
£
£
Amounts owed to group undertakings
35,876,214
33,386,478
Deferred income
2,765
601,461
35,878,979
33,987,939

Amounts owed to group undertakings are interest free and repayable on demand but the creditor confirmed before the year end that the company has the right not to repay within a period of at least 12 months from the balance sheet date therefore, the amount has been moved to due after one year.

9
Share-based payments

The company's employees benefit from a share-based payment scheme which is settled by the Parent undertaking.

10
Called up share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
11
Related party transactions

The company has not entered into any related party transactions within the year that require disclosure (202 5: £740 in personal tax accounting fees on behalf of Mr A Still and Mr J Gidlow, who are both directors and shareholders of Netacea Group Limited)

The company has taken advantage of the exemption available in FRS 102 section 1A paragraph AC.35 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
12
Parent company

The immediate parent undertaking of the company is Netacea Holdings Limited, and the ultimate parent company is Netacea Group Limited, a company registered in England and Wales. Netacea Group Limited is the smallest and largest company that prepares group financial statements including Netacea Limited. Copies of the group financial statements can be obtained from its registered office at Suite 5.06 Department Bonded Warehouse, 18 Lower Byrom Street, Manchester, M3 4AP.

The Directors do not consider there to be an ultimate controlling party.

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