ACCOUNTS - Final Accounts

Analysis of the maturity of loans is given below:

Company Registration Number: 11960861

REALFLARE LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

REALFLARE LIMITED

INDEPENDENT CHARTERED ACCOUNTANTS' REVIEW REPORT
TO THE DIRECTORS OF REALFLARE LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2025

We have reviewed the financial statements of Realflare 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.

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REALFLARE LIMITED

INDEPENDENT CHARTERED ACCOUNTANTS' REVIEW REPORT
TO THE DIRECTORS OF REALFLARE 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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REALFLARE LIMITED

REGISTERED NUMBER: 11960861

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	4		4,322,773		4,322,773
			4,322,773		4,322,773
Current assets
Cash at bank and in hand	5	8,334		117,633
		8,334		117,633
Creditors: amounts falling due within one year	6	(226,506)		(375,094)
Net current liabilities			(218,172)		(257,461)
Total assets less current liabilities			4,104,601		4,065,312
Creditors: amounts falling due after more than one year	7		(1,749,292)		(1,892,169)

Net assets			2,355,309		2,173,143

Capital and reserves
Called up share capital	9	99	99
Profit and loss account		2,355,210	2,173,044
		2,355,309	2,173,143

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REALFLARE LIMITED

REGISTERED NUMBER: 11960861

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 8 form part of these financial statements.

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REALFLARE 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, West Yorkshire, LS22 5DZ.

The principal activity of the Company is that of a holding company.

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

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

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.

2.4

Interest income

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

2.5

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.

2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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REALFLARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

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.

2.9

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.

2.10

Financial instruments

The Company only enters into 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 Income and Retained Earnings.

2.11

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 at an annual general meeting.

Employees

The average monthly number of employees, including directors, during the year was 3 (2024 - 3).

4.	Fixed asset investments

		Investments in subsidiary company
		£
	Cost or valuation
	At 1 January 2025	4,322,773
	At 31 December 2025	4,322,773

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REALFLARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	8,334	117,633
	8,334	117,633

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

Amounts owed to group undertakings	72,000	225,000
B Loan notes	142,873	131,995
Accruals	11,633	18,099
	226,506	375,094

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

A Loan notes	1,686,618	1,686,618
B Loan notes	62,674	205,551
	1,749,292	1,892,169

The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
	2025	2024
	£	£

	A Loan notes	1,686,618	1,686,618
		1,686,618	1,686,618

A loans notes are interest free and can only be paid once the B loan notes have been fully repaid in accordance with the relevant loan agreements.

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REALFLARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Amounts falling due within one year
B Loan notes	142,873	131,995
	142,873	131,995

Amounts falling due 2-5 years
B Loan notes	62,674	205,551
	62,674	205,551
Amounts falling due after more than 5 years
A Loan notes	1,686,618	1,686,618
	1,686,618	1,686,618
	1,892,165	2,024,164

9.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

33 (2024 - 33) Ordinary A shares of £1.00 each	33	33
66 (2024 - 66) Ordinary B shares of £1.00 each	66	66

	99	99

10.	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.

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