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Company Registration No. 11334389 (England and Wales)
Adhara Limited Unaudited accounts for the year ended 31 December 2025
Adhara Limited Unaudited accounts Contents
Page
Company information
3
Statement of financial position
4
Notes to the accounts
5
- 2 -
Adhara Limited Company Information for the year ended 31 December 2025
Directors
Julio Manuel Faura Enriquez Gerrit René Seidel Michael Anthony Kriak Heinrich Klaus Zetlmayer
Secretary
Tanya Knowles
Company Number
11334389 (England and Wales)
Registered Office
International House 36-38 Cornhill London EC3V 3NG United Kingdom
Accountants
BLP Financial Consulting 35A Bosduif Street Denver Park George South Africa 6529
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Adhara Limited Statement of financial position as at 31 December 2025
2025
2024
Notes
£
£
Fixed assets
Tangible assets
5
1,366
1,669
Investments
6
2,622
2,622
3,988
4,291
Current assets
Debtors
7
294,578
677,404
Cash at bank and in hand
116,981
788,251
411,559
1,465,655
Creditors: amounts falling due within one year
8
(1,963,676)
(2,050,573)
Net current liabilities
(1,552,117)
(584,918)
Net liabilities
(1,548,129)
(580,627)
Capital and reserves
Called up share capital
9
9,679
8,769
Share premium
12,647,995
11,604,109
Profit and loss account
(14,205,803)
(12,193,505)
Shareholders' funds
(1,548,129)
(580,627)
For the year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered 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 profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the Board of Directors and authorised for issue on 7 April 2026 and were signed on its behalf by
Julio Manuel Faura Enriquez Director Company Registration No. 11334389
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Adhara Limited Notes to the Accounts for the year ended 31 December 2025
1
Statutory information
Adhara Limited is a private company, limited by shares, registered in England and Wales, registration number 11334389. The registered office is International House, 36-38 Cornhill, London, EC3V 3NG, United Kingdom.
2
Compliance with accounting standards
The financial statements have been prepared in accordance with the Financial Reporting Standard applicable to the United Kingdom and Republic of Ireland (FRS 102) and in the manner required by 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 review.
3
Accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.
Statement of Compliance
The financial statements have been prepared in accordance with the Financial Reporting Standard applicable to the United Kingdom and Republic of Ireland (FRS 102) and in the manner required by 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 review.
Basis of preparation
The financial statements have been prepared on the historical cost basis, except where expressly noted in the policies below as being valued at either amortised cost or at fair value.
Functional and Presentation currency
The financial statements are presented in Pound sterling, which is the Company's functional and presentation currency, that is the currency of the primary economic environment in which the Company operates. Items included in the financial statements are measured using the functional currency. All values are rounded to the nearest £.
Going concern
The statement of financial position of the Company shows net assets of (£1,541,593) and net current assets of (£1,545,581). The Directors are confident that the Company will operate profitably in future periods and on this basis, consider it appropriate to prepare the financial statements on a going concern basis.
Tangible fixed assets and depreciation
Property, plant and equipment comprises of Computer Equipment. Property, plant and equipment is stated at cost less any subsequent accumulated depreciation and subsequent accumulated impairment losses, if any. Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, using the straight-line method. The estimated useful lives and depreciation methods are reviewed on an annual basis, with the effect of any changes in estimates accounted for on a prospective basis. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. The following rate is used for the depreciation of property, plant and equipment:
Computer equipment
2 years straight line
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Adhara Limited Notes to the Accounts for the year ended 31 December 2025
Intangible fixed assets
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measure reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity. Amortisation 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: Software: 5 years straight line
Non-Current Investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit and loss. A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. An associate is an entity, being neither a subsidiary nor a joint venture, in which the Company holds a longterm interest and where the Company has significant influence. The Company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. Entities in which the Company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Impairment of non-current assets
At each reporting period end date, the Company reviews the carrying amounts of its tangible and intangible 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). Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include a Corporate Current account, Euro and US $ Currency accounts.
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Adhara Limited Notes to the Accounts for the year ended 31 December 2025
Financial Instruments
The Company 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 Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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 trade and other receivables and cash and bank balances are measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised. 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 Company after deducting all of its liabilities. Basic financial liabilities Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group Companies and preference shares that are classified as debt, are initially recognised as 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 payables 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 no, they are presented as non-current liabilities. Trade payables are recognised at transaction price.
Compound Instruments
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar nonconvertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
Equity Instruments
Equity instruments issued by the Company 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 Company.
- 7 -
Adhara Limited Notes to the Accounts for the year ended 31 December 2025
Revenue Recognition
Revenue 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 contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. Interest income is recognised on the accrual basis.
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 income statement 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 Company'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 income statement, 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 when the Company has 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.
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 non-current 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.
Retirement Benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
- 8 -
Adhara Limited Notes to the Accounts for the year ended 31 December 2025
Foreign exchange
Transactions in currencies other than Pound sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Critical Accounting Judgements
In the application of the Company's accounting policies, which are described in note 2, management are required to make judgements about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The following are the critical judgements, that management has made in the process of applying the Company?s accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Revenue recognition: In making their judgement, management considered the detailed criteria for the recognition of service revenue set out in FRS 102. Impairment of property, plant and equipment: In making their judgement, management reviewed the carrying amount of its property, plant and equipment 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. Where it is not possible to estimate the recoverable amount of an individual asset, management estimates the recoverable amount of the cash generating unit to which the asset belongs. The Directors are satisfied that the judgement used calculating the impairment was appropriate. Property, plant and equipment estimated useful lives and residual values: In making their judgement, management reviews the useful lives of property, plant and equipment on an annual basis. The Directors are satisfied that the useful lives of property, plant and equipment represents the estimated useful lives.
Post Reporting Date Events
The directors are not aware of any matters or circumstances arising since the end of the financial year, not otherwise dealt with in the financial statements, which significantly affect the financial position of the Company or the results of its operations.
4
Intangible fixed assets
Other
£
Cost
At 1 January 2025
7,258
At 31 December 2025
7,258
Amortisation
At 1 January 2025
7,258
At 31 December 2025
7,258
Net book value
At 31 December 2025
-
Intangible fixed assets relates to software cost.
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Adhara Limited Notes to the Accounts for the year ended 31 December 2025
5
Tangible fixed assets
Computer equipment
£
Cost or valuation
At cost
At 1 January 2025
21,699
Additions
1,479
At 31 December 2025
23,178
Depreciation
At 1 January 2025
20,030
Charge for the year
1,782
At 31 December 2025
21,812
Net book value
At 31 December 2025
1,366
At 31 December 2024
1,669
6
Investments
Subsidiary undertakings
£
Valuation at 1 January 2025
2,622
Valuation at 31 December 2025
2,622
Investments relate to shares in group undertakings and participating interests.
7
Debtors
2025
2024
£
£
Amounts falling due within one year
Trade debtors
252,000
460,720
Accrued income and prepayments
16,209
14,834
Other debtors
26,369
201,850
294,578
677,404
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Adhara Limited Notes to the Accounts for the year ended 31 December 2025
8
Creditors: amounts falling due within one year
2025
2024
£
£
VAT
91,199
159,222
Trade creditors
1,630,437
807,787
Taxes and social security
11,438
39,000
Other creditors
225,029
1,003,818
Accruals
5,573
40,746
1,963,676
2,050,573
Trade payables - £1,630,438 Other payables - £96,771 Taxation and social security - £11,438 Convertible loan notes - £225,029 The prior year convertible loan notes were issued on 1 October 2024. The notes were converted into newly issued Preference A shares on 11 December 2025. The current year convertible loan notes were issued on 18 December 2025. The notes are convertible into newly issued Preference A shares of the Company with a maturity date of six months after the effective date. Interest of 10% compounded annually (2024: 8% accruing daily) will accrue up to and including the maturity date in accordance with the agreement.
9
Share capital
2025
2024
£
£
Allotted, called up and fully paid:
431,126 Ordinary shares of $0.01 each of £0.007603 each
3,277.85
3,275.95
193,448 Preference share capital of $0.01 each of £0.007599 each
1,470.01
1,470.01
574,141 Preference A share capital of $0.01 each of £0.008587 each
4,930.14
3,888.85
9,678.00
8,634.81
Shares issued during the period:
250 Ordinary shares of $0.01 each of £0.007603 each
1.90
121,264 Preference A share capital of $0.01 each of £0.008587 each
1,041.29
1,043.19
10
Average number of employees
During the year the average number of employees was 6 (2024: 9).
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