ACCOUNTS - Final Accounts

Hire purchase and finance leases

Minimum lease payments under hire purchase fall due as follows:

Company Registration Number: 01579602

NDL SOFTWARE LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

NDL SOFTWARE LIMITED

INDEPENDENT CHARTERED ACCOUNTANTS' REVIEW REPORT
TO THE DIRECTORS OF NDL SOFTWARE LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2025

We have reviewed the financial statements of NDL Software Limited for the year ended 31 December 2025, which comprise the Statement of financial position and the notes to the financial statements. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

Directors' Responsibility for the Financial Statements

As explained more fully in the Directors' responsibilities statement set out on page 1, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Accountants' Responsibility

Our objective is to express a conclusion based on our review of the financial statements. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2400 (Revised), 'Engagements to review historical financial statements' and ICAEW Technical Release TECH 09/13AAF 'Assurance review engagements on historical financial statements'. ISRE 2400 (Revised) requires us to conclude whether anything has come to our attention that causes us to believe that the financial statements, taken as a whole, are not prepared, in all material respects, in accordance with United Kingdom Generally Accepted Accounting Practice. ISRE 2400 (Revised) also requires us to comply with the ICAEW Code of Ethics.

Scope of the Assurance Review

A review of the financial statements in accordance with ISRE 2400 (Revised) is a limited assurance engagement. We have performed procedures, primarily consisting of making enquiries of management and others within the entity, as appropriate, applying analytical procedures and evaluating the evidence obtained. The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing (UK). Accordingly, we do not express an audit opinion on these financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial statements have not been prepared:

∙so as to 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;

∙in accordance with United Kingdom Generally Accepted Accounting Practice and

∙in accordance with the requirements of the Companies Act 2006.

Page 1

NDL SOFTWARE LIMITED

INDEPENDENT CHARTERED ACCOUNTANTS' REVIEW REPORT
TO THE DIRECTORS OF NDL SOFTWARE LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Use of our report

This report is made solely to the Company's Directors, as a body, in accordance with the terms of our engagement letter dated 21 July 2025. Our review work has been undertaken so that we might state to the Company's Directors those matters that we have agreed to state to them in a reviewer's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's Directors, as a body, for our review work, for this report or the conclusions we have formed.

Armstrong Watson Audit Limited

Chartered Accountants

Third Floor

10 South Parade

Leeds

West Yorkshire

LS1 5QS

21 May 2026

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NDL SOFTWARE LIMITED

REGISTERED NUMBER: 01579602

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	4		1,690		8,451
Tangible assets	5		18,018		27,381
			19,708		35,832
Current assets
Debtors: amounts falling due within one year	6	767,251		752,541
Cash at bank and in hand	7	391,676		454,789
		1,158,927		1,207,330
Creditors: amounts falling due within one year	8	(567,221)		(629,192)
Net current assets			591,706		578,138
Total assets less current liabilities			611,414		613,970
Creditors: amounts falling due after more than one year	9		-		(3,317)

Net assets			611,414		610,653

Capital and reserves
Called up share capital	12	1,400	1,400
Profit and loss account		610,014	609,253
		611,414	610,653

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NDL SOFTWARE LIMITED

REGISTERED NUMBER: 01579602

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

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 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 by:

D M P Grogan

Director

Date: 21 May 2026

The notes on pages 5 to 13 form part of these financial statements.

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NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

The Company is a private company limited by shares, incorporated and domiciled in the England & Wales. The Company is tax resident in the England & Wales. It trades from its registered office address at The Haybarn At Parkhill, Walton Road, Wetherby, England, LS22 5DZ.

The principal activity of the Company is that of software development and related services.

These financial statements have been presented in Pound Sterling as this is the currency of the primary
economic environment in which the Company operates.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 requirements 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:

2.2

Going concern

The Directors have considered their cash flow for a period of 12 months from the date of sign off. The prudent, sensitised cash flow forecasts prepared by the Directors show a strong working capital over the 12 months from the date of sign off and forecast a positive cash position throughout.

After consideration of all factors, the Directors continue to adopt the going concern basis in preparing the financial statements.

2.3

Revenue

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer.

The Company typically enters into multi-element arrangements which include software licence fees, support services and, or consultancy days. Revenue is allocated to the elements of the arrangement based upon the fair value of each element.

The Company provides a licence key to activate the software for the whole of the period related to the revenue paid. This transfers the risks and rewards of the product to the customer and the Company retain no managerial involvement over the use of the product. The revenue for the licence is therefore recognised upon the transfer of the licence key. A portion of the licence fee relates to on-going support services provided in the contract period, this revenue is recognised on an accruals basis. Consultancy revenue relates to the delivery of services and is recognised on delivery.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Finance costs

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.

2.7

Intangible assets

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 estimated useful lives range as follows:

Website

years

2.8

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements	-	20%	and 33% straight line
Motor vehicles	-	20%	straight line
Office equipment	-	33%	straight line
Computer equipment	-	33%	and 50% 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 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.

2.9

Cash and cash equivalents

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.

2.10

Debtors

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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NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Creditors

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.

2.12

Financial instruments

The Company only enters the basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

2.14

Pensions

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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

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NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Employees

The average monthly number of employees, including directors, during the year was 29 (2024 - 34).

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NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

4.	Intangible assets

		Website
		£
	Cost
	At 1 January 2025	33,805
	At 31 December 2025	33,805
	Amortisation
	At 1 January 2025	25,354
	Charge for the year on owned assets	6,761
	At 31 December 2025	32,115
	Net book value
	At 31 December 2025	1,690
	At 31 December 2024	8,451

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NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.	Tangible fixed assets

	Leasehold improvements	Motor vehicles	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	26,067	42,185	35,516	114,782	218,550
Additions	-	-	-	12,934	12,934
Disposals	-	-	-	(12,111)	(12,111)
At 31 December 2025	26,067	42,185	35,516	115,605	219,373
Depreciation
At 1 January 2025	23,663	30,317	34,501	102,687	191,168
Charge for the year on owned assets	1,442	8,437	835	11,584	22,298
Disposals	-	-	-	(12,111)	(12,111)
At 31 December 2025	25,105	38,754	35,336	102,160	201,355
Net book value
At 31 December 2025	962	3,431	180	13,445	18,018
At 31 December 2024	2,404	11,868	1,015	12,094	27,381

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£	£


	Motor vehicles	3,431	11,868

Page 10

NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

					2025	2024
					£	£


Trade debtors	466,440	215,040
Amounts owed by group undertakings	72,000	225,000
Other debtors	1,626	4,501
Prepayments and accrued income	54,030	95,132
Tax recoverable	23,034	-
Deferred taxation	150,121	212,868
	767,251	752,541

7.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	391,676	454,789

8.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	19,951	22,888
Other taxation and social security	193,640	169,510
Obligations under finance lease and hire purchase contracts	2,856	7,751
Other creditors	1,872	2,136
Accruals and deferred income	348,902	426,907
	567,221	629,192

The following liabilities were secured:
	2025	2024
	£	£


	Hire purchase	2,856	7,751

Details of security provided:

Obligations under finance lease and hire purchase contracts are secured over the assets financed by hire purchase.

Page 11

NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

	Net obligations under finance leases and hire purchase contracts	-	3,317

The following liabilities were secured:
	2025	2024
	£	£


	Hire purchase	-	3,317

Details of security provided:

Obligations under finance lease and hire purchase contracts are secured over the assets financed by hire purchase.

Within one year	2,856	7,751
Between 1-5 years	-	3,317
	2,856	11,068

11.	Deferred taxation

	2025	2024
	£	£

At beginning of year	212,868	156,280
Charged to profit or loss	(62,747)	56,588
At end of year	150,121	212,868

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NDL SOFTWARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Deferred taxation (continued)

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(2,072)	(9,401)
Tax losses carried forward	151,514	218,219
Short term timing differences	679	4,050
	150,121	212,868

12.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,400 (2024 - 1,400) Ordinary shares of £1.00 each	1,400	1,400

13.	Pension commitments

The Company contributes to a number of defined contributions schemes. The assets of the schemes are held separately from those of the Company in independently administered funds. The pension cost charge represents contributions payable by the Company to the funds and amounted to £171,230 (2024 - £180,687). Contributions totaling £2,717 (2024 - £16,201) were payable to the funds at the balance sheet date.

14.	Related party transactions
	The Company has taken advantage of the exemption contained in Section 33 of FRS 102 "Related Party Disclosures" from disclosing transactions with entities which are part of the Group, since 100% of the voting rights in the Company are controlled within the Group.

15.	Controlling party

The Company is a wholly owned subsidiary undertaking of Realflare Limited, a company with principal place of business at The Haybarn At Parkhill, Walton Road, Wetherby, West Yorkshire, LS22 5DZ.

Page 13