As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £133,697,130 (2024 - £14,197,831 loss).
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.
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.
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 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.
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.
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.
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.
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.
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.
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, 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.
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.
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.
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.
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, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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 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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
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:
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.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Details of associates at 31 December 2025 are as follows:
The company also has control over Adaptive Eyewear Limited, an entity limited by guarantee.
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).
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.
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.
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.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
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).