Adexa Limited
Company Registration No. 11627868
(England and Wales)
Annual Report and
Unaudited Financial Statements
For the year ended 31 December 2025
Adexa Limited
Company Information
Directors
C S Smith
J L Medina
J L Gallienne
A K Fairclough
(Resigned 31 August 2025)
T R D Poole
(Appointed 31 August 2025)
Secretary
Praxis Secretaries (UK) Limited
Company number
11627868
Registered office
5th Floor
2 Copthall Avenue
London
United Kingdom
EC2R 7DA
Adexa Limited
Contents
Page
Directors' Report
1 - 2
Statement of Comprehensive Income
3
Statement of Financial Position
4 - 5
Statement of Changes in Equity
6
Notes to the Financial Statements
7 - 11
Adexa Limited
Directors' Report
For the year ended 31 December 2025
- 1 -

The Directors present their annual report and unaudited financial statements of Adexa Limited (the “Company”) for the year ended 31 December 2025.

Statement of Directors' responsibilities

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards, including FRS 102 ("FRS 102") section 1A small entities and UK Companies Act 2006 (as amended). The financial statements are required to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 

In preparing these financial statements, the Directors are required to:

 

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy, at any time, the financial position of the Company and to enable the Directors to ensure that the financial statements comply with the UK Companies Act 2006 (as amended). They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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.
Principal activities

The principal activity of the Company continued to be that of investment holding.

Results and dividends
The Statement of Comprehensive Income for the year is set out on page 3.
Dividends paid for the year under review amounted to €NIL (2024: €NIL).
Directors

The Directors who held office during the year and up to the date of signing of the financial statements were as follows:

C S Smith
J L Medina
J L Gallienne
A K Fairclough
(Resigned 31 August 2025)
T R D Poole
(Appointed 31 August 2025)
Company Secretary
The Company Secretary who held office throughout the year and to the date of this report was Praxis Secretaries (UK) Limited.
Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

Adexa Limited
Directors' Report
For the year ended 31 December 2025
- 2 -
By order of the Board of Directors
Praxis Secretaries (UK) Limited
Secretary
Date:
20 May 2026
Adexa Limited
Statement of Comprehensive Income
For the year ended 31 December 2025
- 3 -
2025
2024
Notes
Administrative expenses
(104,142)
(122,322)
Other operating income
202,330
178,276
Operating profit
98,188
55,954
Investment income
4
118,991
113,042
Interest payable and similar expenses
5
(66,917)
(64,908)
Other gains and losses
6
433,922
440,267
Profit before taxation
584,184
544,355
Taxation
-
0
-
0
Profit for the financial year
584,184
544,355
The notes on pages 7 to 11 form part of these financial statements
Adexa Limited
Statement of Financial Position
As at 31 December 2025
- 4 -
2025
2024
Notes
Non-current assets
Investments
7
15,657,443
15,031,101
Current assets
Debtors: amounts falling due within one year
10,044,629
10,055,920
Cash at bank and in hand
4,589,928
4,589,482
14,634,557
14,645,402
Current liabilities
Creditors: amounts falling due within one year
9
(40,341)
(9,211)
Net current assets
14,594,216
14,636,191
Total assets less current liabilities
30,251,659
29,667,292
Creditors: amounts falling due after more than one year
(10,014,483)
(10,014,300)
Net assets
20,237,176
19,652,992
Capital and reserves
Share capital
10
110,000
110,000
Share premium account
11
19,251,921
19,251,921
Revaluation reserve
12
1,129,213
677,341
Retained deficit
(253,958)
(386,270)
Total equity
20,237,176
19,652,992

 

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 members have not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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.

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

Adexa Limited
Statement of Financial Position (Continued)
As at 31 December 2025
- 5 -
The financial statements were approved by the Board of Directors and authorised for issue on
20 May 2026
20 May 2026
and are signed on its behalf by:
........................................................
J L Gallienne
Director
Company Registration No. 11627868
The notes on pages 7 to 11 form part of these financial statements
Adexa Limited
Statement of Changes in Equity
For the year ended 31 December 2025
- 6 -
Share capital
Share premium account
Revaluation reserve
Retained deficit
Total
Balance at 1 January 2024
110,000
34,900,000
780,487
(1,033,771)
34,756,716
Profit for the year
-
-
-
544,355
544,355
Transfer between reserves
-
-
(103,146)
103,146
-
Other movements
-
(15,648,079)
-
-
(15,648,079)
Balance at 31 December 2024
110,000
19,251,921
677,341
(386,270)
19,652,992
Profit for the year
-
-
-
584,184
584,184
Transfer between reserves
-
-
451,872
(451,872)
-
Balance at 31 December 2025
110,000
19,251,921
1,129,213
(253,958)
20,237,176
The notes on pages 7 to 11 form part of these financial statements
Adexa Limited
Notes to the Financial Statements
For the year ended 31 December 2025
- 7 -
1
Company information

Adexa Limited (the "Company") is a private company limited by shares incorporated in England and Wales on 17 October 2018, registration number 11627868. The registered office is 5th Floor, 2 Copthall Avenue, London, United Kingdom, EC2R 7DA.

2
Accounting policies
The principle accounting policies adopted are set out below:
2.1
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 UK 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 Euro, 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, modified to include the revaluation of certain financial instruments at fair value.

2.2
Investments

Investments in listed company shares are remeasured to market value at each Statement of Financial Position Date.

 

Unrealised gains and losses on listed investments are initially recognised in the Statement of Comprehensive Income and are subsequently transferred to the revaluation reserve at the period end, if remaining unrealised. Impairments that offset previous gains of the same asset are transferred to the revaluation reserve. All other impairments are not transferred to the revaluation reserve.

 

Realised gains and losses are recognised in the Statement of Comprehensive Income.

2.3
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.

2.4
Financial instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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.

Adexa Limited
Notes to the Financial Statements
For the year ended 31 December 2025
2
Accounting policies
(Continued)
- 8 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including 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.

2.5
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2.6
Taxation

The Company is subject to Corporation Tax at the applicable rate, which is currently 25% (2024: 25%).

2.7
Foreign exchange
Transactions in currencies other than Euro are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the Statement of Comprehensive Income.
2.8

Employees

The average number of employees during the year were 0 (2024 - 0)

3
Judgements and key sources of estimation uncertainty

In the application of the Company’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.

4
Investment income
2025
2024
Interest income
Bank interest receivable
118,991
113,042
Adexa Limited
Notes to the Financial Statements
For the year ended 31 December 2025
- 9 -
5
Interest payable and similar expenses
2025
2024
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
66,917
64,908
6
Other gains and losses
2025
2024
Fair value gains/(losses) on financial instruments
Change in value of financial assets held at FVTPL
451,872
(103,146)
Exchange differences on financial assets held at FVTPL
(192,842)
49,884
259,030
(53,262)
Other gains/(losses)
Gain on disposal of financial assets held at cost
174,892
493,529
433,922
440,267
Adexa Limited
Notes to the Financial Statements
For the year ended 31 December 2025
- 10 -
7
Investments
2025
2024
Listed investments
15,657,443
15,031,101
8
JP Morgan Conservative Portfolio
JP Morgan Execution Portfolio
Total
Cost
At 1 January 2025
11,351,123
3,002,637
14,353,760
Additions
-
473,172
473,172
Disposals
-
(298,702)
(298,702)
At 31 December 2025
11,351,123
3,177,107
14,528,230
Revaluation
At 1 January 2025
570,176
107,165
677,341
Fair value movement
149,949
301,923
451,872
At 31 December 2025
720,125
409,088
1,129,213
Net book value
At 31 December 2025
12,071,248
3,586,195
15,657,443
At 31 December 2024
11,921,299
3,109,802
15,031,101
9
Creditors: amounts falling due within one year
2025
2024
Accrued administrative fees - PIFM Trust Limited
1,831
-
Accrued advisory fees
4,665
4,492
Accrued administrative fees - Anglo Manx Trust Company Limited
1,236
-
Accrued accountancy fees - PIFM Trust Limited
4,014
3,014
Due to D Pot S.A.R.L
1,639
1,705
Creditor - PIFM Trust Limited
26,956
-
40,341
9,211
Adexa Limited
Notes to the Financial Statements
For the year ended 31 December 2025
- 11 -
10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
Issued and fully paid
Ordinary shares of €1.00 each
110,000
110,000
110,000
110,000
11
Share premium account
2025
2024
At the beginning of the year
19,251,921
34,900,000
Return of capital to D Investment SA
-
0
(15,648,079)
At the end of the year
19,251,921
19,251,921

In 2024 the Company converted the sum of the Euro equivalent of US$17,000,000 from its share premium account and returned capital to its shareholder, D Investment SA by offsetting the amount owed by the company to D Investment SA, pursuant to the Loan Agreement dated 14 February 2024

12
Revaluation reserve
2025
2024
At the beginning of the year
677,341
780,487
Transfer from retained earnings
451,872
(103,146)
At the end of the year
1,129,213
677,341
13
Events after the reporting date
There were no material events after the reporting period.
14
Related party transactions
The Company has taken advantage of the exemption in FRS 102 section 1AC.35 “Related Party Disclosures” from disclosing transactions with wholly owned members of the Group.
Adexa Limited
Management Information
For the year ended 31 December 2025
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