REGISTERED NUMBER: 05887690 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

ADARO OPTICS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

P M Carpenter

T M E Ralph

D J Hartley

REGISTERED OFFICE:

Oakleigh House

Pattenden Ln

Marden

Tonbridge

Kent

TN12 9QJ

REGISTERED NUMBER:

05887690 (England and Wales)

AUDITORS:

Azets Audit Services, Statutory Auditor

Chartered Accountants

5th Floor

Ashford Commercial Quarter

1 Dover Place

Ashford

Kent

TN23 1FB

FIXED ASSETS

Intangible assets

4

1,513,330

1,165,627

Tangible assets

5

175,358

197,736

1,688,688

1,363,363

CURRENT ASSETS

Stocks

6

168,075

104,110

Debtors: amounts falling due within one year

7

28,789,093

16,975,755

Debtors: amounts falling due after more than one year

7

112,801,257

81,704,981

Cash at bank and in hand

2,019,895

1,638,645

143,778,320

100,423,491

CREDITORS

Amounts falling due within one year

8

29,573,460

17,957,521

NET CURRENT ASSETS

114,204,860

82,465,970

TOTAL ASSETS LESS CURRENT LIABILITIES

115,893,548

83,829,333

CREDITORS

Amounts falling due after more than one year

9

(112,801,256

)

(81,704,982

)

PROVISIONS FOR LIABILITIES

13

(422,172

)

(340,841

)

NET ASSETS

2,670,120

1,783,510

CAPITAL AND RESERVES

Called up share capital

14

1,000

1,000

Retained earnings

2,669,120

1,782,510

SHAREHOLDERS' FUNDS

2,670,120

1,783,510

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 12 May 2026 and were signed on its behalf by:

T M E Ralph - Director

P M Carpenter - Director

1.	STATUTORY INFORMATION

Adaro Optics Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents the fair value of consideration received or receivable from customers in respect of the sale of prescription glasses under subscription arrangements, net of discounts, rebates, and value added tax.

Revenue from the sale of prescription glasses is recognised at the point in time when control of the goods transfers to the customer. This occurs when the prescription glasses are dispensed and provided to the customer at the opticians' premises, at which point the performance obligation is satisfied.

For subscription arrangements, where customers pay periodically, the subscription is considered to include a material right to receive goods. Revenue attributable to each pair of glasses is recognised when the goods are provided to the customer, as this is when the Company has fulfilled its obligation.

Intangible assets other than goodwill

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 assets will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separate 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:

Development costs - Straight line between 5 - 10 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

Over the period of the lease

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

Stocks

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

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 and loss. Reversals of impairment losses are also recognised in profit and loss.

Financial instruments

On initial recognition, financial assets are classified and measured at amortised costs.

The Company initially recognises financial assets and liabilities when the Company becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the contractual right to receive cash flows from those assets has expired.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expired.

Basic financial assets

Basic financial assets, which include debtors, 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.

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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development

expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be

demonstrated.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit and loss so as to produce a constant periodic rate of interest in the remaining balance of the liability.

Rentals paid / received under operating leases are charged / credited to profit and loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 69 (2024 - 46 ) .

4.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 October 2024

1,897,637

Additions

645,582

At 30 September 2025

2,543,219

AMORTISATION

At 1 October 2024

732,010

Amortisation for year

297,879

At 30 September 2025

1,029,889

NET BOOK VALUE

At 30 September 2025

1,513,330

At 30 September 2024

1,165,627

5.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1 October 2024

28,163

16,530

122,867

Additions

-

-

21,342

At 30 September 2025

28,163

16,530

144,209

DEPRECIATION

At 1 October 2024

2,816

8,919

40,051

Charge for year

2,817

1,903

26,039

At 30 September 2025

5,633

10,822

66,090

NET BOOK VALUE

At 30 September 2025

22,530

5,708

78,119

At 30 September 2024

25,347

7,611

82,816

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 October 2024

129,000

22,810

319,370

Additions

-

15,189

36,531

At 30 September 2025

129,000

37,999

355,901

DEPRECIATION

At 1 October 2024

56,438

13,410

121,634

Charge for year

18,141

10,009

58,909

At 30 September 2025

74,579

23,419

180,543

NET BOOK VALUE

At 30 September 2025

54,421

14,580

175,358

At 30 September 2024

72,562

9,400

197,736

6.

STOCKS

2025

2024

as restated

£

£

Stocks

168,075

104,110

7.

DEBTORS

2025

2024

as restated

£

£

Amounts falling due within one year:

Trade debtors

1,789,839

1,179,010

Amounts owed by group undertakings

999,466

-

Other debtors

222,832

177,662

Loans receivable

25,757,176

15,609,590

Directors' current accounts

19,780

9,493

28,789,093

16,975,755

Amounts falling due after more than one year:

Loans receivable

112,801,257

81,704,981

Aggregate amounts

141,590,350

98,680,736

Loans receivable represent loans in respect of subscription plans for Adaro's clients. The loans are made by Adaro but Adaro is indemnified from any liability on the loans by contract with our trading partners.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as restated

£

£

Loans payable (see note 10)

25,757,176

15,609,590

Trade creditors

846,527

800,243

Tax

223,233

203,318

Social security and other taxes

98,726

66,078

VAT

93,393

64,385

Other creditors

2,162,537

1,118,247

Deferred income

337,607

71,618

Accrued expenses

54,261

24,042

29,573,460

17,957,521

Loans payable represents the amount outstanding on subscription plans which are to be collected on behalf of Adaro's clients. Adaro is indemnified from any liability on the loans by contract with our trading partners.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

as restated

£

£

Loans payable (see note 10)

112,801,256

81,704,982

In respect of loans payable, please refer to details on note 9.

10.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

as restated

£

£

Amounts falling due within one year or on demand:

Loans payable

25,757,176

15,609,590

Amounts falling due between one and two years:

Loans payable - 1-2 years

106,732,561

75,792,446

Amounts falling due between two and five years:

Loans payable - 2-5 years

6,068,695

5,912,536

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

as restated

£

£

Within one year

159,653

159,653

Between one and five years

484,053

489,913

643,706

649,566

12.	SECURED DEBTS

RBS Invoice Finance Limited hold an all assets debenture in respect of the invoice financing facilities.

13.	PROVISIONS FOR LIABILITIES

2025

2024

as restated

£

£

Deferred tax

422,172

340,841

Deferred

tax

£

Balance at 1 October 2024

As previously reported

49,434

Prior year adjustment

291,407

As restated

340,841

Provided during year

81,331

Balance at 30 September 2025

422,172

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

as restated

£

£

1,000

Ordinary shares

£1

1,000

1,000

15.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Christiaan De Lange (Senior Statutory Auditor)

for and on behalf of Azets Audit Services, Statutory Auditor

16.	PARENT COMPANY

The company is a wholly owned subsidiary of Adaro Group Limited.

The registered office address of Adaro Group Limited is the same as Adaro Optics Limited, which can be found on the Company Information page.