REGISTERED NUMBER: 11814774 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

FLARIN HOLDINGS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Accountants

3

Consolidated Income Statement

4

Consolidated Balance Sheet

5

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

7

DIRECTORS:

P E Lindsell

M Scheske

A E Armstrong

R J Huston

R L Lincoln

REGISTERED OFFICE:

20 Little Britain

London

EC1A 7DH

REGISTERED NUMBER:

11814774 (England and Wales)

ACCOUNTANTS:

TC Group

Baird House

Seebeck Place

Knowlhill

Milton Keynes

Buckinghamshire

MK5 8FR

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

P E Lindsell

M Scheske

A E Armstrong

R J Huston

R L Lincoln

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

P E Lindsell - Director

12 September 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of the company from the company's accounting records and from information and explanations you have given us.

This report is made solely to the Board of Directors of the company, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of the company and state those matters that we have agreed to state to the Board of Directors of the company, as a body, in this report. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that the company has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of the company. You consider that the company is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of the company. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

TC Group

Baird House

Seebeck Place

Knowlhill

Milton Keynes

Buckinghamshire

MK5 8FR

Date: .............................................

TURNOVER

4,275,674

2,637,657

Cost of sales

1,747,450

1,074,631

GROSS PROFIT

2,528,224

1,563,026

Administrative expenses

5,523,362

4,018,544

OPERATING LOSS

4

(2,995,138

)

(2,455,518

)

Interest receivable and similar income

32,992

20,728

(2,962,146

)

(2,434,790

)

Interest payable and similar expenses

23,042

17,217

LOSS BEFORE TAXATION

(2,985,188

)

(2,452,007

)

Tax on loss

(45,615

)

(153,357

)

LOSS FOR THE FINANCIAL YEAR

(2,939,573

)

(2,298,650

)

Loss attributable to:

Owners of the parent

(2,939,573

)

(2,298,650

)

FIXED ASSETS

Intangible assets

6

7,610,946

7,921,353

Investments

7

-

-

7,610,946

7,921,353

CURRENT ASSETS

Stocks

1,082,120

554,243

Debtors

8

2,541,971

1,995,419

Cash at bank

909,538

1,441,674

4,533,629

3,991,336

CREDITORS

Amounts falling due within one year

9

1,056,979

735,520

NET CURRENT ASSETS

3,476,650

3,255,816

TOTAL ASSETS LESS CURRENT LIABILITIES

11,087,596

11,177,169

CAPITAL AND RESERVES

Called up share capital

42,174

38,174

Share premium

23,567,840

20,721,840

Retained earnings

(12,522,418

)

(9,582,845

)

SHAREHOLDERS' FUNDS

11,087,596

11,177,169

The company and the group are 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 and the group 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 group 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 and the group as at the end of each financial year and of the group's 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 and the group.

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

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2025 and were signed on its behalf by:

P E Lindsell - Director

FIXED ASSETS

Intangible assets

6

-

-

Investments

7

13,500,000

9,000,000

13,500,000

9,000,000

CURRENT ASSETS

Debtors

8

9,559,882

10,430,683

Cash at bank

585,723

1,113,992

10,145,605

11,544,675

CREDITORS

Amounts falling due within one year

9

176,167

118,259

NET CURRENT ASSETS

9,969,438

11,426,416

TOTAL ASSETS LESS CURRENT LIABILITIES

23,469,438

20,426,416

CAPITAL AND RESERVES

Called up share capital

42,174

38,174

Share premium

23,567,840

20,721,840

Retained earnings

(140,576

)

(333,598

)

SHAREHOLDERS' FUNDS

23,469,438

20,426,416

Company's profit for the financial year

193,022

62,315

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 in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2025 and were signed on its behalf by:

P E Lindsell - Director

1.	STATUTORY INFORMATION

Flarin Holdings Limited 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 General 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.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and its subsidiary undertakings. Acquisitions are accounted for under the acquisitions method and goodwill on consolidation is capitalised, amortised and subject to impairment review.

Intercompany transactions and balances between group companies have been eliminated in full.

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Acquisitions are accounted for under the acquisitions method and goodwill on consolidation is capitalised, amortised and subject to impairment review.

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.

Patents and licences are being amortised evenly over their estimated useful life of twenty five years.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 10 (2023 - 8 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Patents and licences amortisation

379,062

378,029

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 January 2024

34,381

9,463,557

9,497,938

Additions

-

68,655

68,655

At 31 December 2024

34,381

9,532,212

9,566,593

AMORTISATION

At 1 January 2024

34,381

1,542,204

1,576,585

Charge for year

-

379,062

379,062

At 31 December 2024

34,381

1,921,266

1,955,647

NET BOOK VALUE

At 31 December 2024

-

7,610,946

7,610,946

At 31 December 2023

-

7,921,353

7,921,353

7.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

9,000,000

Additions

4,500,000

At 31 December 2024

13,500,000

NET BOOK VALUE

At 31 December 2024

13,500,000

At 31 December 2023

9,000,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Infirst Limited

Registered office: 20 Little Britain, London. EC1A 7DH.

Nature of business: Consumer Healthcare

%

Class of shares:

holding

Ordinary shares

100.00

2024

2023

£

£

Aggregate capital and reserves

1,118,158

(249,248

)

Loss for the year

(3,132,594

)

(2,360,966

)

8.

DEBTORS

Group

Company

2024

2023

2024

2023

£

£

£

£

Amounts falling due within one year:

Trade debtors

824,633

924,131

-

-

Other debtors

1,717,338

1,071,288

1,604,638

927,418

2,541,971

1,995,419

1,604,638

927,418

Amounts falling due after more than one

year:

Amounts owed by group undertakings

-

-

7,955,244

9,503,265

Aggregate amounts

2,541,971

1,995,419

9,559,882

10,430,683

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

£

£

£

Trade creditors

579,010

382,878

88,023

51,618

Taxation and social security

38,329

61,146

-

-

Other creditors

439,640

291,496

88,144

66,641

1,056,979

735,520

176,167

118,259