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Registered number: 13427704
NETIQS LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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NETIQS LIMITED
REGISTERED NUMBER: 13427704
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions
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NETIQS LIMITED
REGISTERED NUMBER: 13427704
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 September 2026.
The notes on pages 3 to 13 form part of these financial statements.
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Netiqs Limited (formerly WeVee Technologies Limited) is a private company limited by shares incorporated in England and Wales (registered number: 13427704). The registered office address is One Lyric Square, London, W6 0NB.
The financial statements are presented in Sterling, which is the functional currency of the company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 following principal accounting policies have been applied:
In assessing the appropriateness of the going concern basis of accounting, the directors have reviewed the company's current financial position, cash flow forecasts and expected operational performance for a period of at least twelve months from the date of approval of these financial statements.
As at the balance sheet date, the company had net current liabilities of £254,455 and cash balances of £39,773. Current liabilities included convertible loan notes of £687,128 and amounts due to directors of £240,578. Accordingly, the company did not have sufficient liquid resources at the balance sheet date to settle all liabilities falling due within one year from its own resources.
The directors have, however, received confirmation of continued financial support from the company's shareholders and directors, who have demonstrated their ongoing commitment to the business through the provision of funding. During 2025, shareholders injected £871,236 of additional funding into the company, following £5.6 million of funding provided during 2024. In addition, a number of liabilities have been renegotiated since the year end and the convertible loan notes have been converted into equity. The directors and other funding providers have confirmed that they do not intend to seek repayment of their balances where doing so would adversely affect the company's ability to continue trading.
Having considered the financial forecasts, the continued support available from shareholders and directors, and the conversion and renegotiation of funding arrangements, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.
Subsequent to the balance sheet date, the Company commenced a process to seek additional investment funding to support its ongoing operations and future growth plans. The success of this anticipated investment round will not impact the company’s ability to operate as a going concern.
The directors note that the company's ability to continue as a going concern is dependent upon the ongoing support of its shareholders and directors; however, based on the confirmations received and the history of continued financial support, they are satisfied that such support will remain available for the foreseeable future.
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
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 exchange 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 foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow 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'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan. . 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 Balance Sheet. The assets of the plan are held
separately from the Company in independently administered funds.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The useful life of the computer equipment and patents included within intangible assets is 6 years.
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
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 the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each Balance Sheet. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each Balance Sheet. Gains and losses on remeasurement are recognised in profit or loss for the period.
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Associates and joint ventures
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Associates and Joint Ventures are held at cost less impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 3 (2024 - 3).
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year, investments held in We Are Electric Ltd and WeVee GmbH were impaired fully. The company continues to hold investments with the following subsidiaries:
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Maximilianstrasse 35,
Eingang A,Munich,
Bayern, 80539,
Germany
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*Wevee Technologies Limited
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One Lyric Square,
London, W6 0NB, United
Kingdom
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Prof.W.H. Keesomlaan
1, 1183 DJ Amstelveen,
The Netherlands
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Calle Don Ramon De La
Cruz, 105-7th Floor F,
Madrid, 28006, Spain
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MuseumstraBe 25, 6020
Innsbruck, Austria
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1390 Market Street,
Suite 200 San
Francisco, CA 94102,
USA
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*Indirect subsidiary.
After the balance sheet date, WeVee GmbH, WeVee Osterreich GmbH and WeVee Technologies S.L. ceased trading.
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Amounts owed by group undertakings
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Prepayments and accrued income
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Included within other creditors are convertible loan notes of £687,128 (2024: £819,276) which are unsecured and interest bearing at a rate of the Bank of England base rate plus 1%.
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Creditors: Amounts falling due after more than one year
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NETIQS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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974,128 (2024 - 933,971) Ordinary shares of £0.00001 each
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849,732 (2024 - 844,894) A Ordinary shares of £0.00001 each
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49,400 (2024 - 49,400) Deferred shares of £0.00001 each
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During the year, 4,838 A Ordinary Shares with a nominal value of 0.00001 were issued. The movement in the Ordinary Shares of 40,157 with a nominal value of £0.00001 relates to the conversion of the loans to equity.
Other reserves
This relates to the share option reserve recognised from the issue of Founder options.
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During the year, the Company granted share options to its founders (the “Founder Options”). Under these arrangements, 11,390 options were granted to each founder at an exercise price of £13.1690 per share.
The Founder Options are exercisable into A Ordinary shares of the Company. The Company has existing shareholder authority to issue the shares arising from the exercise of the Founder Options free of pre-emption rights.
The options are exercisable on the earlier of:
the 10th anniversary of the date of grant; or
the occurrence of a liquidity event, being a share sale, asset sale, or a listing of the Company.
At the balance sheet date, none of the options granted had been exercised.
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