Company registration number 06472076 (England and Wales)
ADLENS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ADLENS GROUP LIMITED
CONTENTS
Page
Group balance sheet
1 - 2
Company balance sheet
3
Notes to the financial statements
4 - 17
ADLENS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
-
-
Tangible assets
6
129,819
226,775
Current assets
Debtors
10
542,657
459,395
Cash at bank and in hand
293,458
470,570
836,115
929,965
Creditors: amounts falling due within one year
11
(122,689,001)
(111,266,798)
Net current liabilities
(121,852,886)
(110,336,833)
Total assets less current liabilities
(121,723,067)
(110,110,058)
Creditors: amounts falling due after more than one year
12
(26,667)
-
Net liabilities
(121,749,734)
(110,110,058)
Capital and reserves
Called up share capital
13
833
833
Share premium account
14
30,452,445
30,452,445
Other reserves
(8,100)
(8,100)
Profit and loss reserves
(152,194,912)
(140,555,236)
Total equity
(121,749,734)
(110,110,058)

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

For the financial year ended 31 December 2023 the group was entitled to exemption from audit under section 477 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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

 

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

ADLENS GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 10 September 2024 and are signed on its behalf by:
10 September 2024
Mr. J. Kennedy
Director
Company registration number 06472076 (England and Wales)
ADLENS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 3 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Investments
7
1,193
193
Current assets
-
-
Creditors: amounts falling due within one year
11
(121,609,958)
(110,152,860)
Net current liabilities
(121,609,958)
(110,152,860)
Net liabilities
(121,608,765)
(110,152,667)
Capital and reserves
Called up share capital
13
833
833
Share premium account
14
30,452,445
30,452,445
Other reserves
(8,100)
(8,100)
Profit and loss reserves
(152,053,943)
(140,597,845)
Total equity
(121,608,765)
(110,152,667)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £11,456,098 (2022 - £11,229,939 loss).

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

These 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 10 September 2024 and are signed on its behalf by:
10 September 2024
Mr. J. Kennedy
Director
Company registration number 06472076 (England and Wales)
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information

Adlens Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Chilbrook House, 1 Oasis Park, Stanton Harcourt Road, Eynsham, Oxfordshire, OX29 4TP.

 

The group consists of Adlens Group Limited and all of its subsidiaries.

1.1
Accounting convention

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 amounts 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.

1.2
Prior period adjustment

The Group has conducted a review of interest accrued on the convertible loan notes due to Birmingham International Limited. From this review an adjustment of £3,390,939 has been adjusted for in the prior year Profit and Loss Account and to liabilities in the Balance Sheet to ensure that balances carried forward are correct.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Adlens Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

1.5
Going concern

The directors continue to adopt the going concern basis of preparing the financial statements as they believe that the strategy going forwards can be achieved and have received assurances from the majority shareholder as to both his willingness and ability to provide continued support. Support can be withdrawn at any time however the directors at this time see no reason why this be the case. The financial statements do not include any adjustments that would result should the going concern basis of preparation be no longer appropriate.

1.6
Turnover

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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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:

Leasehold improvements
25% straight line
Plant and equipment
20% straight line
Computers
33% straight line
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.10
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.

1.11
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

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.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group 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 payments 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. Amounts 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.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Convertible loan notes issued by the Group are classified as a financial liability as they may not be converted into a fixed number of equity shares and therefore it does not have an equity component. On initial recognition of the financial liability component, they are initial recognised at the present value of future cashflows and subsequently shall be measured at amortised cost using the effective interest method. Finance costs of the financial liability are recognised over the term of the debt using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group 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 group.

1.13
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 group’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.

 

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 if, and only if, there is 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.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

 

Where the Group has establish the Employee Benefit Trust ('EBT') and the sponsoring entity, notwithstanding the legal duties of the trustee, the Group considers it has 'de facto' control of such entities. Such arrangements are accounted for as assets and liabilities of the sponsoring company as if the assets and liabilities were its own. The Company's own shares held in the 'EBT' are accounted for as a deduction from shareholder's funds and shown as an other reserve. No gains and losses are reported in the profit or loss account or other comprehensive income on the purchase, sale, issue or cancellation of the Company's own shares.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.17
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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 in applying the Group's accounting policies

 

Going concern: The critical judgements made with regard to going concern is disclosed fully in the Directors Report.

 

Research and development tax credit: Determining the likely rebate from HMRC has been made in accordance with the accounting policy relating to research and development tax credits as per the accounting policy. The key judgement concerns the eligibility of staff and their costs which have been reviewed both internally by our competent professional and externally by an independent source.

3
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
11
22
-
0
-
0
4
Interest payable and similar expenses
Restated
2023
2022
£
£
Interest payable and similar expenses includes the following:
Interest payable on convertible loan notes
11,181,098
8,879,108
5
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(97,825)
(325,722)
Adjustments in respect of prior periods
(215,727)
-
0
Total current tax
(313,552)
(325,722)
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Taxation
(Continued)
- 11 -

The Company has significant tax losses available for offset against future operating profits, subject to HMRC's approval. The company has not recognised any deferred tax asset in respect of these losses due to therefore being insufficient certainty regarding its recovery.

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(11,953,228)
(12,524,076)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(2,809,009)
(2,379,574)
Tax effect of expenses that are not deductible in determining taxable profit
2,637,922
(246,559)
Unutilised tax losses carried forward
123,549
-
0
Change in unrecognised deferred tax assets
-
0
1,903,458
Adjustments in respect of prior years
(215,727)
(28,257)
Permanent capital allowances in excess of depreciation
(97,261)
-
0
Research and development tax credit
(97,825)
(506,486)
R&D tax credit - additional deduction
(148,662)
(375,119)
Surender of tax losses for R&D credit
293,461
663,672
Fixed asset differences
-
0
(1,135)
Prior year adjustment
-
644,278
Taxation credit
(313,552)
(325,722)
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
6
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
-
0
238,621
238,621
Additions
-
0
760
760
Disposals
-
0
(45,419)
(45,419)
Transfers
105,979
(105,979)
-
0
At 31 December 2023
105,979
87,983
193,962
Depreciation and impairment
At 1 January 2023
-
0
11,846
11,846
Depreciation charged in the year
-
0
53,811
53,811
Eliminated in respect of disposals
-
0
(1,514)
(1,514)
Transfers
24,179
(24,179)
-
0
At 31 December 2023
24,179
39,964
64,143
Carrying amount
At 31 December 2023
81,800
48,019
129,819
At 31 December 2022
-
0
226,775
226,775
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
7
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Shares in group undertakings and participating interests
-
-
1,193
193
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Fixed asset investments
(Continued)
- 13 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
193
Additions
1,000
At 31 December 2023
1,193
Carrying amount
At 31 December 2023
1,193
At 31 December 2022
193

The company has not previously recognised the share capital held in Adlens Global Retail (UK) Ltd, a dormant subsidiary incorporated in March 2014.

8
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Adlens Limited
U.K.
Ordinary
100.00
Adlens IPR Limited
U.K.
Ordinary
100.00
Adlens Global Retail Limited
U.K
Ordinary
100.00
9
Associates

Details of associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Adlens Beacon Inc.
U.S.A.
Ordinary
24

The company also has control over Adaptive Eyewear Limited, an entity limited by guarantee.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
10
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
330,610
40,136
-
0
-
0
Corporation tax recoverable
109,318
322,345
-
0
-
0
Other debtors
102,729
96,914
-
-
542,657
459,395
-
-

Included within the Company debtors above is an amount of £162,660,623 (2022: £152,039,900) receivable from another subsidiary undertaking, Adlens Limited. This entity is in a net liability position as at 31 December 2023. Having considered the subsidiaries forecasts, the directors have deemed it prudent to make an impairment provision in the year of £10,620,723 (2022: £9,318,789).

 

The total accumulated provision against the receivable amounts equate to £162,660,623 (2022: £152,039,900).

11
Creditors: amounts falling due within one year
Group
Restated
Company
Restated
2023
2022
2023
2022
Notes
£
£
£
£
Convertible loans
121,600,858
110,144,760
121,600,858
110,144,760
Trade creditors
81,762
68,837
-
0
-
0
Amounts owed to group undertakings
869,623
869,623
8,100
8,100
Taxation and social security
20,724
29,765
-
0
-
0
Other creditors
116,034
153,813
1,000
-
0
122,689,001
111,266,798
121,609,958
110,152,860

The convertible loan notes due to Birmingham International Limited accrue interest at a rate of LIBOR plus 5% payable quarterly in arrears, and can be converted into share capital at the request of the loan note holder. Conversion can be elected at the earliest if a listing by the company, sale of the company or 360 days from the date that the loan notes were issued.

 

During the year £275,000 (2022: £2,350,000) of loan notes were issued and none of the interest was paid in the year. None of the loan notes were converted into equity shares during the year (2022: £nil).

12
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other creditors
26,667
-
0
-
0
-
0
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
13
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
12,136
12,136
122
122
Ordinary B shares of 1p each
71,090
71,090
711
711
83,226
83,226
833
833

The company has one class of ordinary share which carry no right to fixed income.

14
Share premium account
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning and end of the year
30,452,445
30,452,445
30,452,445
30,452,445

The share premium reserve includes the premium arising on the issue of equity shares, net of issue expenses.

15
Other reserves

The other reserves show the investment in the Adlens Group Employee Benefit Trust ("the Trust"). The Trust is funded by Adlens Group Limited to meet their obligations under a growth share scheme and all shares in the Trust are sole for this purpose. The shares held by the Trust will be distributed to employees in accordance with Adlens Group Limited's wishes. All expenses incurred by the Trust are settled directly by Adlens Groups Limited and charged in the financial statements as incurred.

16
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
61,651
46,857
-
-
61,651
46,857
-
-
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
17
Related party transactions

The company has taken exemption of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with any wholly owned company in the group.

 

Birmingham International Limited

Mr. J. Y. Chen is a common director with control over both entities

 

The company issued loan notes with a nominal value of £275,000 (2022: £2,350,000) to Birmingham International Limited during the course of the year. Interest accrued in the year totalled £11,181,098 (2022: £8,879,108 - restated).

 

Total balances owed to Birmingham International Limited £121,600,858 (2022: £110,144,760 - restated).

 

 

 

18
Controlling party

The ultimate parent company and controlling party is Onprime Developments Limited, a company registered in the British Virgin Islands, by virtue of being a majority shareholder.

 

J Y J Chen is the sole shareholder of Onprime Developments Limited.

19
Prior period adjustment
Reconciliation of changes in equity - group
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Interest on convertible loan notes
-
(3,390,939)
Equity as previously reported
-
(106,719,119)
Equity as adjusted
-
(110,110,058)
Analysis of the effect upon equity
Profit and loss reserves
-
(3,390,939)
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Interest on convertible loan notes
(3,390,939)
Loss as previously reported
(8,807,415)
Loss as adjusted
(12,198,354)
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
19
Prior period adjustment
(Continued)
- 17 -
Reconciliation of changes in equity - company
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Interest on convertible loan notes
-
(3,390,939)
Equity as previously reported
-
(106,761,728)
Equity as adjusted
-
(110,152,667)
Analysis of the effect upon equity
Profit and loss reserves
-
(3,390,939)
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Interest on convertible loan notes
(3,390,939)
Loss as previously reported
(7,839,000)
Loss as adjusted
(11,229,939)
Notes to reconciliation
Interest on convertible loan notes

The Group has conducted a review of interest accrued on the convertible loan notes due to Birmingham International Limited. From this review an adjustment of £3,390,939 has been accounted for in the prior year to ensure that balances carried forward are correct.

2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.100No description of principal activityMr. J. ChenMr. R. CorlinMr. J. KennedyMr. C. Galefalse064720762023-01-012023-12-3106472076bus:Consolidated2023-12-31064720762023-12-3106472076bus:Consolidated2022-12-3106472076core:LandBuildingsbus:Consolidated2023-12-3106472076core:OtherPropertyPlantEquipmentbus:Consolidated2023-12-3106472076core:LandBuildingsbus:Consolidated2022-12-3106472076core:OtherPropertyPlantEquipmentbus:Consolidated2022-12-3106472076core:ShareCapitalbus:Consolidated2023-12-3106472076core:ShareCapitalbus:Consolidated2022-12-3106472076core:SharePremiumbus:Consolidated2023-12-3106472076core:SharePremiumbus:Consolidated2022-12-3106472076core:OtherMiscellaneousReservebus:Consolidated2023-12-3106472076core:OtherMiscellaneousReservebus:Consolidated2022-12-3106472076core:ShareCapital2023-12-3106472076core:ShareCapital2022-12-3106472076core:SharePremium2023-12-3106472076core:SharePremium2022-12-3106472076core:OtherMiscellaneousReserve2023-12-3106472076core:OtherMiscellaneousReserve2022-12-3106472076core:RetainedEarningsAccumulatedLosses2023-12-3106472076bus:Consolidated2023-01-012023-12-3106472076bus:Director32023-01-012023-12-31064720762022-12-3106472076core:LeaseholdImprovements2023-01-012023-12-3106472076core:PlantMachinery2023-01-012023-12-3106472076core:ComputerEquipment2023-01-012023-12-31064720762022-01-012022-12-3106472076core:UKTaxbus:Consolidated2023-01-012023-12-3106472076core:UKTaxbus:Consolidated2022-01-012022-12-3106472076bus:Consolidated2022-01-012022-12-3106472076bus:Consolidated12023-01-012023-12-3106472076bus:Consolidated12022-01-012022-12-3106472076bus:Consolidated22023-01-012023-12-3106472076bus:Consolidated22022-01-012022-12-3106472076bus:Consolidated32023-01-012023-12-3106472076bus:Consolidated32022-01-012022-12-3106472076core:LandBuildingsbus:Consolidated2022-12-3106472076core:OtherPropertyPlantEquipmentbus:Consolidated2022-12-3106472076bus:Consolidated2022-12-3106472076core:LandBuildingsbus:Consolidated2023-01-012023-12-3106472076core:OtherPropertyPlantEquipmentbus:Consolidated2023-01-012023-12-3106472076core:Subsidiary12023-01-012023-12-3106472076core:Subsidiary22023-01-012023-12-3106472076core:Subsidiary32023-01-012023-12-3106472076core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3106472076core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3106472076core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3106472076core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3106472076core:CurrentFinancialInstruments2023-12-3106472076core:CurrentFinancialInstruments2022-12-3106472076core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3106472076core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3106472076core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-3106472076core:Non-currentFinancialInstrumentsbus:Consolidated2022-12-3106472076core:Non-currentFinancialInstruments2023-12-3106472076core:Non-currentFinancialInstruments2022-12-3106472076bus:PrivateLimitedCompanyLtd2023-01-012023-12-3106472076bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3106472076bus:FRS1022023-01-012023-12-3106472076bus:AuditExemptWithAccountantsReport2023-01-012023-12-3106472076bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3106472076bus:Director12023-01-012023-12-3106472076bus:Director22023-01-012023-12-3106472076bus:Director42023-01-012023-12-3106472076bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP