Company registration number 06472076 (England and Wales)
ADLENS GROUP LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 - 15
ADLENS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
6
449,950
409,912
Current assets
Stocks
72,062
45,212
Debtors
10
464,999
251,504
Cash at bank and in hand
480,967
351,938
1,018,028
648,654
Creditors: amounts falling due within one year
11
(1,267,725)
(136,863,638)
Net current liabilities
(249,697)
(136,214,984)
Total assets less current liabilities
200,253
(135,805,072)
Creditors: amounts falling due after more than one year
12
(53,333)
(53,333)
Net assets/(liabilities)
146,920
(135,858,405)
Capital and reserves
Called up share capital
13
961
833
Share premium account
14
32,553,876
30,452,445
Profit and loss reserves
(32,407,917)
(166,311,683)
Total equity
146,920
(135,858,405)

T he 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 2025 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 2025
31 December 2025
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 30 April 2026 and are signed on its behalf by:
30 April 2026
Mr J P Kennedy
Director
Company registration number 06472076 (England and Wales)
ADLENS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 3 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
7
1,193
1,193
Current assets
-
-
Creditors: amounts falling due within one year
11
(1,000)
(135,799,689)
Net current liabilities
(1,000)
(135,799,689)
Net assets/(liabilities)
193
(135,798,496)
Capital and reserves
Called up share capital
13
961
833
Share premium account
14
32,553,876
30,452,445
Profit and loss reserves
(32,554,644)
(166,251,774)
Total equity
193
(135,798,496)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £133,697,130 (2024 - £14,197,831 loss).

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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.

T he 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 companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 30 April 2026 and are signed on its behalf by:
30 April 2026
Mr J P Kennedy
Director
Company registration number 06472076 (England and Wales)
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 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 a mounts 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
Business combinations

In the parent company financial statements, t he 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. I nvestments 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.

1.3
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 2025. 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 g roup.

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.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -

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.

1.4
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.

1.5
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which 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.

1.6
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

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.

1.7
Fixed asset investments

Equity in vest ments 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.

I n 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.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.8
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.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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 m ethod 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.

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.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
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 paymen ts 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.

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 th r ough 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.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 8 -

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.

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.

1.15
Retirement benefits

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

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 9 -
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 lease d asset are consumed.

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
2025
2024
2025
2024
Number
Number
Number
Number
Total
12
10
0
0
4
Interest payable and similar expenses
2025
2024
£
£
Interest payable and similar expenses includes the following:
Interest payable on convertible loan notes
5,822,017
12,843,823
5
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(168,956)
-
0
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Taxation
(Continued)
- 10 -

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)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
133,735,287
(14,117,554)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 23.50%)
33,433,822
(3,317,625)
Tax effect of expenses that are not deductible in determining taxable profit
1,469,764
2,802,124
Gains not taxable
(35,405,176)
-
0
Unutilised tax losses carried forward
599,377
618,259
Permanent capital allowances in excess of depreciation
(97,787)
(102,758)
Research and development tax credit
(168,956)
-
0
Taxation credit
(168,956)
-
6
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024 as restated
105,979
2,116,645
2,222,624
Additions
64,586
30,401
94,987
At 31 December 2025
170,565
2,147,046
2,317,611
Depreciation and impairment
At 1 January 2024 as restated
62,964
1,749,748
1,812,712
Depreciation charged in the year
26,716
28,233
54,949
At 31 December 2025
89,680
1,777,981
1,867,661
Carrying amount
At 31 December 2025
80,885
369,065
449,950
At 31 December 2024
43,015
366,897
409,912
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Tangible fixed assets
(Continued)
- 11 -

During the prior year £333,343 of depreciation for Adlens Ltd was reversed as a result of a review of residual values. No such adjustments have been made in the current year.

7
Fixed asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Shares in group undertakings and participating interests
-
-
1,193
1,193
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
1,193
Carrying amount
At 31 December 2025
1,193
At 31 December 2024
1,193
ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 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 2025 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.

10
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
142,030
50,674
-
0
-
0
Corporation tax recoverable
183,115
112,684
-
0
-
0
Other debtors
139,854
88,146
-
0
-
0
464,999
251,504
-
-

In prior years, the Company debtors included an amount receivable from a subsidiary undertaking, Adlens Limited (2024: £174,842,696). This balance was written off in full on 12 June 2025.

This entity was in a net liability position up to 12 June 2025. Having considered the subsidiary's forecasts, the directors deemed it prudent to make an impairment provision in the year of £6,660,542 (2024: £12,182,073).

The accumulated provision against the receivable amounts has also been written off in the year (closing balance at 31 December 2024: £174,842,696).

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
11
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Convertible loans
-
0
135,798,689
-
0
135,798,689
Trade creditors
274,079
106,067
-
0
-
0
Amounts owed to group undertakings
869,623
869,623
-
0
-
0
Taxation and social security
52,900
30,802
-
0
-
0
Other creditors
71,123
58,457
1,000
1,000
1,267,725
136,863,638
1,000
135,799,689

The convertible loan notes due to Birmingham International Limited accrued interest at a rate of LIBOR plus 5% payable quarterly in arrears, and could be converted into share capital at the request of the loan note holder. Conversion could 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 no loan notes were issued by Birmingham International Limited (2024: £1,354,008) and none of the interest was paid in the year.

The remaning loan notes due to Birmingham International Limited totalling of £141,620,706 have been fully written off as of 31 December 2025.

During the year £2,101,559 promissary notes were issued by OnePrime Developments Limited (2024: £nil). These promissary notes were converted to equity by allotting 12,767 ordinary shares at £164.61 each on 2 December 2025.

12
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other creditors
53,333
53,333
-
0
-
0
13
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
95,993
83,226
961
833

On 2 December 2025 the Company passed a special resolution to convert into equity a total debt of £2,101,559 owed to OnPrime Developments Limited by the Company by allotting 12,767 1p ordinary shares for a consideration of £164.61 per share.

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
14
Share premium account
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
30,452,445
30,452,445
30,452,445
30,452,445
Other movements
2,101,431
-
2,101,431
-
At the end of the year
32,553,876
30,452,445
32,553,876
30,452,445

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

On 2 December 2025 the Company passed a special resolution to convert into equity a total debt of £2,101,559 owed to OnPrime Developments Limited by the Company by allotting 12,767 1p ordinary shares for a consideration of £164.61 per share.

15
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
2025
2024
2025
2024
£
£
£
£
Within one year
91,126
69,138
-
-
91,126
69,138
-
-
16
Related party transactions

The company has taken 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. J. Chen is a common director with control over both entities

No loan notes were issued during the year (2024: £1,354,008). Interest accrued in the year totalled £5,822,017 (2024: £12,843,823).

The remaning loan notes and accured interest due to Birmingham International Limited totalling £141,620,706 have been fully written off as of 31 December 2025.

The total balance owed to Birmingham International Limited is £nil (2024: £135,798,689).

OnPrime Developments Limited

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

During the year loan notes totalling £2,101,559 were issued. These loan notes have been converted to equity by allotting 12,767 ordinary shares for consideration of £164.61 per share. The total balance owed to OnPrime Developments Limited is therefore £nil (2024: £nil).

ADLENS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
17
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.

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

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