| REGISTERED NUMBER: 06049084 (England and Wales) |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| FOR |
| ADARO GROUP LIMITED |
| REGISTERED NUMBER: 06049084 (England and Wales) |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| FOR |
| ADARO GROUP LIMITED |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Consolidated Income Statement | 7 |
| Consolidated Balance Sheet | 8 |
| Company Balance Sheet | 9 |
| Consolidated Statement of Changes in Equity | 10 |
| Company Statement of Changes in Equity | 11 |
| Notes to the Consolidated Financial Statements | 12 |
| ADARO GROUP LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| 5th Floor |
| Ashford Commercial Quarter |
| 1 Dover Place |
| Ashford |
| Kent |
| TN23 1FB |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 30 September 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the year under review was that of providing software as a service and ancillary support services to the optical retail market. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 October 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Azets Audit Services, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ADARO GROUP LIMITED |
| Opinion |
| We have audited the financial statements of Adaro Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2025 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
| We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ADARO GROUP LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. |
| Extent to which the audit was considered capable of detecting irregularities, including fraud |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud. |
| We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ADARO GROUP LIMITED |
| In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included: |
| - | Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; |
| - | Reviewing minutes of meetings of those charged with governance; |
| - | Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; |
| - | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
| - | Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| Other matters |
| The financial statements for the year ended 30 September 2024 were not subject to an audit as the company took advantage of the small company exemption from audit under section 477 of the Companies Act 2006 relating to small companies. |
| The members did not require the company to obtain an audit of its financial statements for the year ended 30 September 2024 in accordance with section 476 of the Companies Act 2006. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Chartered Accountants |
| 5th Floor |
| Ashford Commercial Quarter |
| 1 Dover Place |
| Ashford |
| Kent |
| TN23 1FB |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ |
| TURNOVER | 11,571,389 | 8,929,520 |
| Cost of sales | 6,320,914 | 5,028,408 |
| GROSS PROFIT | 5,250,475 | 3,901,112 |
| Administrative expenses | 4,076,428 | 2,676,637 |
| 1,174,047 | 1,224,475 |
| Other operating income | - | 1,600 |
| OPERATING PROFIT | 1,174,047 | 1,226,075 |
| Interest receivable and similar income | 18,193 | 10,886 |
| 1,192,240 | 1,236,961 |
| Interest payable and similar expenses | 2,849 | 4,296 |
| PROFIT BEFORE TAXATION | 1,189,391 | 1,232,665 |
| Tax on profit | 304,564 | 320,070 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 884,827 | 912,595 |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| CONSOLIDATED BALANCE SHEET |
| 30 SEPTEMBER 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 | 1,513,330 | 1,165,627 |
| Tangible assets | 8 | 175,358 | 197,736 |
| Investments | 9 | 949,373 | - |
| 2,638,061 | 1,363,363 |
| CURRENT ASSETS |
| Stocks | 10 | 168,075 | 104,110 |
| Debtors: amounts falling due within one year | 11 | 27,776,025 | 16,963,938 |
| Debtors: amounts falling due after more than one year |
11 |
112,801,257 |
81,704,981 |
| Cash at bank and in hand | 2,070,907 | 1,639,567 |
| 142,816,264 | 100,412,596 |
| CREDITORS |
| Amounts falling due within one year | 12 | 29,573,457 | 17,957,523 |
| NET CURRENT ASSETS | 113,242,807 | 82,455,073 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
115,880,868 |
83,818,436 |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
(112,801,256 |
) |
(81,704,982 |
) |
| PROVISIONS FOR LIABILITIES | 17 | (422,172 | ) | (340,841 | ) |
| NET ASSETS | 2,657,440 | 1,772,613 |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 1,037 | 1,037 |
| Capital redemption reserve | 13 | 13 |
| Retained earnings | 2,656,390 | 1,771,563 |
| SHAREHOLDERS' FUNDS | 2,657,440 | 1,772,613 |
| The 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 12 May 2026 and were signed on its behalf by: |
| T M E Ralph - Director |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| COMPANY BALANCE SHEET |
| 30 SEPTEMBER 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 |
| Tangible assets | 8 |
| Investments | 9 |
| CURRENT ASSETS |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Capital redemption reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | - | 498,985 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| Called up | Capital |
| share | Retained | redemption | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 October 2023 | 1,050 | 1,555,029 | - | 1,556,079 |
| Prior year adjustment | - | (195,998 | ) | - | (195,998 | ) |
| As restated | 1,050 | 1,359,031 | - | 1,360,081 |
| Changes in equity |
| Purchase of own shares | (13 | ) | (500,063 | ) | 13 | (500,063 | ) |
| Total comprehensive income | - | 1,008,004 | - | 1,008,004 |
| Balance at 30 September 2024 | 1,037 | 1,866,972 | 13 | 1,868,022 |
| Prior year adjustment | - | (95,409 | ) | - | (95,409 | ) |
| As restated | 1,037 | 1,771,563 | 13 | 1,772,613 |
| Changes in equity |
| Total comprehensive income | - | 884,827 | - | 884,827 |
| Balance at 30 September 2025 | 1,037 | 2,656,390 | 13 | 2,657,440 |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| Called up | Capital |
| share | Retained | redemption | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 October 2023 |
| Changes in equity |
| Purchase of own shares | (13 | ) | (500,063 | ) | 13 | (500,063 | ) |
| Total comprehensive income | - |
| Balance at 30 September 2024 |
| Changes in equity |
| Balance at 30 September 2025 |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 1. | STATUTORY INFORMATION |
| Adaro Group Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| Although the company and group qualify for small entity exemptions under the Companies Act 2006, the directors have elected to prepare consolidated financial statements for the year ended 30 September 2025. In the prior period, the parent company did not prepare consolidated financial statements, due to the small company and group exemptions having been taken. |
| The group financial statements consolidate the financial statements of the company and its subsidiary undertakings from the date of acquisition and up to the date of disposal, where appropriate. Acquisitions are accounted for using the acquisition method of accounting. |
| In respect of group reorganisations, the merger method of accounting is used. Corresponding amounts are shown as if the undertaking had always been combined and included in the consolidation. |
| 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. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 |
| 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 |
| Improvements to property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| 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. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 Consolidated 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. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Investments in subsidiaries and associates |
| Investments in subsidiaries and associates are recognised when the Group becomes party to the contractual rights of the investment and are initially measured at cost, including directly attributable transaction costs. Subsidiaries are entities controlled by the Group, while associates are those over which the Group has significant influence. |
| In the financial statements, these investments are carried at cost less impairment. At each reporting date, investments are reviewed for indicators of impairment and, where such indicators exist, the recoverable amount is estimated. Any impairment loss is recognised in profit or loss when the carrying amount exceeds the recoverable amount and is not subsequently reversed. |
| Investments |
| Investments in equity instruments where the Group holds a non-controlling interest are recognised when the Group becomes party to the contractual rights of the investment and are initially measured at cost, including directly attributable transaction costs. |
| In the financial statements, these investments are carried at cost less impairment. At each reporting date, investments are reviewed for indicators of impairment and, where such indicators exist, the recoverable amount is estimated. Any impairment loss is recognised in profit or loss when the carrying amount exceeds the recoverable amount and is not subsequently reversed. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 3. | JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In the application of the company and 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 preparing these financial statements, the directors have had to make the following judgements: |
| - | Determine whether there are indicators of impairment of the subsidiary company's intangible assets relating to software development needed to fulfil and manage contract requirements. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. |
| Key sources of estimation uncertainty |
| Other key sources of estimation uncertainty: |
| - | Intangible fixed assets - Intangible fixed assets held by the subsidiary company relating to software development costs are amortised over their estimated useful lives taking into account any residual values where appropriate. The actual lives of the assets and residual values are assessed annually by management and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and market conditions are taken into account. |
| - | Investment in associates - The company holds a minority shareholding investment in an early stage technology company, and this investment is carried cost. There is uncertainty over the fair value of these assets due to the lack of an active market for comparable assets and the inherent difficulty in estimating their recoverable amount. Management applies judgement in assessing the value of the investment including the underlying intellectual property, considering factors such as expected future economic benefits and market conditions. Changes in these assumptions could affect the carrying amount of the investment. |
| 4. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| The average number of employees by undertakings that were proportionately consolidated during the year was 69 (2024 - 46 ) . |
| 5. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 6. | PRIOR YEAR ADJUSTMENT |
| The prior year adjustment relates to the subsidiary company Adaro Optics, due to deferred tax on the intangible fixed assets not being recognised in 2023 and 2024. The brought forward retained earnings figure at 1 October 2023 has been reduced by £195,998 to £1,366,784. The tax charge for 2024 has then been increased, and therefore reserves decreased, by £95,409. The total adjustment of £291,407 has increased the deferred tax provision and decreased reserves. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 7. | INTANGIBLE FIXED ASSETS |
| Group |
| 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 |
| 8. | TANGIBLE FIXED ASSETS |
| Group |
| 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 |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 8. | TANGIBLE FIXED ASSETS - continued |
| Group |
| 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 |
| 9. | FIXED ASSET INVESTMENTS |
| Group |
| The investment held at 30 September 2025 (no investments held for 2024) constitutes the ordinary shares in the following undertaking:- |
| Company name | Business description | Country of incorporation | % of equity held | Cost |
| Advanced Ophthalmic Systems Ltd |
Trading company |
Great Britain |
10 |
£949,373 |
| The above undertaking is accounted for as a financial investment, and is not consolidated as an associate or subsidiary. |
| Company |
| The investment held at 30 September 2025 constitutes the ordinary shares in the following undertakings:- |
| Company name | Business description | Country of incorporation | % of equity held | Cost |
| Adaro Optics Limited | Trading company | Great Britain | 100 | £1,000 |
| Adaro Software Limited | Dormant company | Great Britain | 100 | £1,000 |
| Adaro Inc | Trading company | United States of America | 100 | £0 |
| Advanced Ophthalmic Systems Ltd |
Trading company |
Great Britain |
10 |
£949,373 |
| 2025 : | £951,373 |
| 2024 : | £2,000 |
| As at 30 September 2024, the investments were just Adaro Optics Limited, Adaro Software Limited and Adaro Inc. The investment in Advanced Ophthalmic Systems Ltd was an addition in 2025. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 10. | STOCKS |
| Group |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Stocks | 168,075 | 104,110 |
| 11. | DEBTORS |
| Group |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 1,789,839 | 1,179,010 |
| Other debtors | 209,230 | 165,845 |
| Loans receivable | 25,757,176 | 15,609,590 |
| Directors' current accounts | 19,780 | 9,493 |
| 27,776,025 | 16,963,938 |
| Amounts falling due after more than one | year: |
| Loans receivable | 112,801,257 | 81,704,981 |
| Aggregate amounts | 140,577,282 | 98,668,919 |
| Loans receivable represent loans in respect of subscription plans for Adaro Optics' clients. The loans are made by Adaro Optics but Adaro Optics is indemnified from any liability on the loans by contract with our trading partners. |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| £ | £ | £ | £ |
| Loans payable (see note 14) | 25,757,176 | 15,609,590 |
| Trade creditors | 846,524 | 800,245 |
| Amounts owed to group undertakings | - | - |
| 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 |
| Accruals and deferred income | 337,607 | 71,618 |
| Accrued expenses | 54,261 | 24,042 |
| 29,573,457 | 17,957,523 |
| Loans payable represents the amount outstanding on subscription plans which are to be collected on behalf of Adaro Optics' clients. Adaro Optics is indemnified from any liability on the loans by contract with our trading partners. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Loans payable (see note 14) | 112,801,256 | 81,704,982 |
| In respect of loans payable, please refer to details on note 11. |
| 14. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 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 |
| 15. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Within one year | 159,653 | 159,653 |
| Between one and five years | 484,053 | 489,913 |
| 643,706 | 649,566 |
| 16. | SECURED DEBTS |
| RBS Invoice Finance Limited hold an all assets debenture in respect of the invoice financing facilities held by the subsidiary company. |
| ADARO GROUP LIMITED (REGISTERED NUMBER: 06049084) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 17. | PROVISIONS FOR LIABILITIES |
| Group |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Deferred tax | 422,172 | 340,841 |
| Group |
| 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 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | as restated |
| £ | £ |
| Ordinary | £0.00 | 1 | 1,037 | 1,037 |
| During the year ended 30 September 2024, the company purchased 13,125 shares back from the shareholders for a cost of £500,063. |
| 19. | CONSOLIDATION |
| The following subsidiaries are included within the consolidated accounts:- |
| Company name | Registered office | % of equity held |
Adaro Optics Limited |
Oakleigh House, Pattenden Lane, Marden, Tonbridge, Kent, TN12 9QJ. |
100% |
| Adaro Software Limited | Same as Adaro Optics Limited | 100% |
Adaro Inc |
651, N Broad Street, Suite 206, City of Middletown, County of New Castle 19709 |
100% |
| Adaro Inc has a different financial reporting date to the rest of the consolidated group companies. Results for the year to 30 September 2025 are calculated for Adaro Inc and included in the consolidation. The functional currency of Adaro Inc is the US Dollar ($) and the results are converted into Pound Sterling (£) for the purposes of consolidation. |
| As detailed in note 8, Advanced Ophthalmic Systems Limited is accounted for as a financial investment, and is not consolidated as an associate or subsidiary. |