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Adanola Limited
Registered number: 11249558
Annual report and
financial statements
For the year ended 31 March 2026
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ADANOLA LIMITED
COMPANY INFORMATION
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N Chana (appointed 23 April 2025)
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Chartered Accountants & Statutory Auditor
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ADANOLA LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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ADANOLA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present their Strategic report with the audited financial statements of Adanola Limited ("the Company") for the year ended 31 March 2026.
Business review and principal activities
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The principal activity of the Company during the year under review was trading as a Direct to Consumer (“D2C”) brand selling quality activewear and everyday wardrobe essentials through e-commerce channels and selected wholesale partners.
The business has, in the opinion of the directors, had an excellent trading period for the year ended 31 March 2026 noting that the trading conditions remain highly uncertain because of the current weakness in economic fundamentals including high and persistent inflation as well as some international conflicts. The directors however remain satisfied with the progress against the Company’s key strategic objectives in the current year.
Financial key performance indicators
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The delivery of the Company’s strategic objectives is monitored by the directors through Key Performance Indicators and the periodic review of various aspects of the Company’s operations. The directors consider the following Key Performance Indicators as appropriate measures for the delivery of its corporate strategy.
Revenue for the year increased to £101.4m, up 20% on the prior 12 months. Gross profit margin increased to £67.9m, with a decrease in percentage terms to 67.0% versus 31 March 2025 of 68.1% (£57.6m).
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Average number of employees
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The Company delivered further growth in the year, with total orders up 6% and units sold up 10%, building on the exceptional growth rates achieved in the prior year. The average number of employees rose from 93 to 122 as the Company continued to invest in the team to support this growth.
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ADANOLA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Principal risks and uncertainties
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The business operational and financial performance is subject to several principal risks and uncertainties, which are set out below. Where risks can be identified, they have been addressed and actions taken where possible to control them.
Currency risk
The Company sells products to consumers around the globe in a number of different currencies, but mostly in Sterling, US Dollars and Euro. The Company’s growth trajectory gives rise to a foreign exchange exposure, given that the presentational currency is Pound Sterling. Fluctuations and devaluation of the main currency can pose a challenge to the business and consequently impact in profitability. The business reduces the risk by either bulk converting surplus cash in Pounds Sterling or entering forward contract currency deals.
Credit risk
The Company operates primarily a Direct to Consumer model where customers pay at the time of purchasing the goods. This mitigates the risk of bad debts. Financial risk does arise from credit extended to the Wholesale partners. This is mitigated by using a strict credit control procedure, imposed appropriate credit limits and a credit insurance policy.
Liquidity risk
The risk around liquidity is managed through a strong banking relationship and the availability of financing such as trade or asset financing if required. The directors have prepared projections including cashflows for the year ending and beyond, and the company monitors cashflow as part of its day-to-day control procedures. The company has considerable cash headroom and, as a consequence, the directors believe the company is well placed to manage business risks successfully.
Legal risk
The company is committed to meeting or exceeding the requirements of all applicable regulations. Resources have been dedicated to ensuring compliance with GDPR regulations. Additionally, new or proposed legislation impacting all facets of the business is routinely assessed.
Technology risk
The company remains committed to significant investment in technology across its website, inventory management, warehouse management, customer experience, and overall IT infrastructure, in response to the rapid advancement of technology.
Supply chain risk
The company imports a substantial proportion of its products, thereby exposing itself to the risks associated with international trade, including inflation, evolving regulatory frameworks, and currency fluctuations. Additionally, we face risks related to the quality of globally produced products and the safety and ethical standards of the environments in which these products are manufactured. The company mitigates these risks through regular factory visits and audits conducted by third-party organisations.
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ADANOLA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Directors' statement of compliance with duty to promote the success of the Company
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According to Section 172(1) of the Companies Act 2006, the director of Adanola Holdings Limited confirm that they are confident that their decisions have been taken in good faith and in a way they believe best promotes the Company’s long-term success for the benefit of its shareholders as a whole. In carrying out their duties, the directors have taken into account the factors listed in Section 172(1) (a) to (f), as described below:
a)Long-term decision-making: the board has focused on sustainable growth through investment in technology, logistics infrastructure and customer experience. Strategic decisions such as expanding our product categories and enhancing our web platform were made with long-term value creation in mind.
b)Employee interests: Our team is central to our success. We continue to invest in training, wellbeing initiatives and career development. We also encourage teams to make use of our hybrid working policy, and we have introduced enhanced internal communications to ensure employees remain engaged and informed.
c)Customer and supplier relationships: We maintained strong relationships with our suppliers through fair trading terms and collaborative planning. Customer satisfaction remained a key priority, with ongoing improvements to our website, delivery options and customer support channels.
d)Community and environmental impact: The company is conscious of the necessity of reducing its environmental footprint. During the year, we maintained the adoption across our products of biodegradable packaging, improved energy efficiency and supported charities through donations.
e)Business conduct and reputation: Our company is built on integrity and openness. We regularly review compliance policies across data protection, fraud prevention and ethical sourcing, ensuring they remain robust. Alongside this, we actively listen to customers’ feedback and monitor social media to maintain and strengthen our reputation.
f)Fairness between members: The board ensures that all shareholders are treated fairly. Decisions regarding dividends, reinvestment and capital structure are made with transparency and consideration for all members.
The board received regular updates on stakeholders’ engagement, which inform strategic and operational decisions. The directors believe that these actions support the long-term success of the company and reflect their statutory duties under Section 172.
This report was approved by the board on 3 August 2026 and signed on its behalf.
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ADANOLA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present their report and the financial statements for the year ended 31 March 2026.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £12,663,925 (2025 - £16,579,906).
Dividends of £48,535 were paid during the year (2025: £Nil).
The directors who served during the year were:
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N Chana (appointed 23 April 2025)
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The Directors acknowledge that the business operates within a highly competitive market and that broader macroeconomic factors may continue to influence consumer behaviour. While competitive pressures and challenges within the trading environment are expected to persist, the Directors believe that the Company's continued investment in operational efficiency, technology and brand development positions it well for future growth. Key areas of focus include enhancing the digital customer experience, pursuing opportunities in selected markets and expanding the product offering to meet evolving customer preferences.
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ADANOLA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Greenhouse gas emissions, energy consumption and energy efficiency action
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As a responsible and forward-looking business, we are playing our part in supporting the future of mobility while contributing to the transition to net zero. This report sets out our energy use and greenhouse gas emissions for the financial year ending 31 March 2026, covering our office location, company vehicles, employee commuting and travel.
Internal carbon usage is low as the company operates from one single premises. Heating is controlled by management who adjust settings on a day-by-day basis to suit the climate.
During the year, emissions via travel in employee-owned vehicles was 282 kWh (2025: 759 kWh) and emissions via purchased electricity was 38,247 kWh (2025: 28,880 kWh).
Emissions via travel in company-owned vehicles was 0 kWh (2025: 0 kWh).
Intensity ratio tonnes of CO2e per number of employees was 1.00 (2025: 0.08).
The SECR submission has been compiled using the 2025-6 Government Environmental Reporting Guidelines.
Emissions have been grouped according to the GHG Protocol Corporate Standard.
Matters covered in the Strategic Report
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Certain information is not shown in the Directors' Report because it is shown in the Strategic Report on page 1-3 of the financial statements in accordance with the provisions of Section 414C(11) of the Companies Act 2006. The Strategic Report includes a business review, future prospects, principal risks and uncertainties and information on the Company's key performance indicators.
Going concern
The directors are required to evaluate the Company's ability to operate as a going concern for a minimum of 12 months from the date the Company’s financial statements are signed. This assessment takes into account the Company's principal risks and uncertainties as described in the strategic report and relies on various primary factors, such as the Company’s future financial performance and the ability to generate cash to support the working capital needs.
As of 31 March 2026, the Company reported net current assets of £44.67 million (compared to £10.30 million net current liabilities in 2025) and held cash and cash equivalents totalling £41.21 million (up from £25.49 million in 2025). The Company does not currently benefit from any bank facility to sustain its working capital requirements.
For the financial year ending 31 March 2026, the Company revenue is approximately 20% higher than the comparable period in the prior year. The Company forecasts to maintain a very similar growth trajectory into the next 12 months, where the revenue growth and working capital requirements will be supported by the Company’s ability to maintain its profitability. Despite that, the directors have taken into consideration the possibility that future sales would fall short of the forecast, or, more drastically, not grow at all. It is the directors’ understanding that, in any of these scenarios, manageable mitigations can be deployed, such as adjusting inventory purchases to limit excess inventory accumulation and reviewing other expenses to ensure the Company maintains profitability and positive cash flow to sustain the Company’s continuity.
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ADANOLA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
As part of the overall evaluation, the directors have also assessed the potential impact of critical inventory and non-inventory suppliers on the Company’s going concern. Key suppliers of goods and services were identified, though no indications have emerged suggesting any of these suppliers are at risk of ceasing operations. Additionally, no supplier has requested improved payment terms that would impact the Company’s working capital requirements. In the coming financial year, the Company plans to continue to diversify its supplier base, continue to review and renegotiate adherence to the Company’s standard payment terms and introduce new suppliers across different regions to support the sourcing strategy rollout and reduce both shipment times and duty rates.
Following their assessment, the directors are confident that the Company has sufficient resources to fund its operations for the foreseeable future, covering at least 12 months from the date these financial statements are signed. Consequently, they have determined that it remains appropriate to prepare the Company's financial statements on a going-concern basis.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the auditor is unaware; and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no further material adjusting or disclosable events since the financial year end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 3 August 2026 and signed on its behalf.
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ADANOLA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ADANOLA LIMITED
Opinion
We have audited the financial statements of Adanola Limited (the '‘Company’') for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 FRS 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 Company’s affairs as at 31 March 2026 and of its 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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 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.
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ADANOLA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ADANOLA LIMITED
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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
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ADANOLA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ADANOLA LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 is 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 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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ADANOLA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ADANOLA LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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 an auditor's report 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.
John Daly (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
3 August 2026
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ADANOLA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2026 or 2025 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2026 (2025: £Nil).
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The notes on pages 14 to 31 form part of these financial statements.
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ADANOLA LIMITED
REGISTERED NUMBER: 11249558
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 August 2026.
The notes on pages 14 to 31 form part of these financial statements.
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ADANOLA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the year
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Total transactions with owners
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The notes on pages 14 to 31 form part of these financial statements.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Adanola Limited is a private company, limited by shares, incorporated in England & Wales, registered number 11249558. The registered office and principal place of business is Dantzic Building, Dantzic Street, Manchester, United Kingdom, M4 2AH.
The principal activity of the business is the retail sale of clothing in specialised stores.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Adanola Holdings Limited as at 31 March 2026 and these financial statements may be obtained from Dantzic Building, Dantzic Street, Manchester, United Kingdom, M4 2AH.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The directors are required to evaluate the Company's ability to operate as a going concern for a minimum of 12 months from the date the Company’s financial statements are signed. This assessment takes into account the Company's principal risks and uncertainties as described in the strategic report and relies on various primary factors, such as the Company’s future financial performance and the ability to generate cash to support the working capital needs.
As of 31 March 2026, the Company reported net current assets of £44.67 million (compared to £10.30 million net current liabilities in 2025) and held cash and cash equivalents totalling £41.21 million (up from £25.49 million in 2025). The Company does not currently benefit from any bank facility to sustain its working capital requirements.
For the financial year ending 31 March 2026, the Company revenue is approximately 20% higher than the comparable period in the prior year. The Company forecasts to maintain a very similar growth trajectory into the next 12 months, where the revenue growth and working capital requirements will be supported by the Company’s ability to maintain its profitability. Despite that, the directors have taken into consideration the possibility that future sales would fall short of the forecast, or, more drastically, not grow at all. It is the directors’ understanding that, in any of these scenarios, manageable mitigations can be deployed, such as adjusting inventory purchases to limit excess inventory accumulation and reviewing other expenses to ensure the Company maintains profitability and positive cash flow to sustain the Company’s continuity.
As part of the overall evaluation, the directors have also assessed the potential impact of critical inventory and non-inventory suppliers on the Company’s going concern. Key suppliers of goods and services were identified, though no indications have emerged suggesting any of these suppliers are at risk of ceasing operations. Additionally, no supplier has requested improved payment terms that would impact the Company’s working capital requirements. In the coming financial year, the Company plans to continue to diversify its supplier base, continue to review and renegotiate adherence to the Company’s standard payment terms and introduce new suppliers across different regions to support the sourcing strategy rollout and reduce both shipment times and duty rates.
Following their assessment, the directors are confident that the Company has sufficient resources to fund its operations for the foreseeable future, covering at least 12 months from the date these financial statements are signed. Consequently, they have determined that it remains appropriate to prepare the Company's financial statements on a going-concern basis.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 5 to 10 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Land & Property Leasehold
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In applying the Company's accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amount of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.
The critical judgments that the Directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned. There have been no indicators of impairment identified during the current financial year.
The estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. Below are the key sources of estimation uncertainty listed by management.
(i) Stock provisions
Stock held at the Statement of Financial Position date is assessed for impairment by the directors and is carried at the lower of cost or net realisable value. All stock which is considered out of season, succeeded by an updated product or considered to have quality concerns is written down to the lower of cost or net realisable value. Stock items with a cover of more than 12 months are reviewed for impairment and written down accordingly. The year-end stock provision totalled £1,425k (2025: £208k).
(ii) Refunds provision
Revenue from the sale of goods is recognised when the Company sells a product to the customer. Payment of the transaction is due immediately when the customer purchases the goods, and it is the Company's policy to sell its products to the end customer with a right of return within 30 days. Therefore, a refund liability (included in creditors due within one year) is recognised for expected refunds in relation to sales made until the end of the reporting period. The anticipated returns are recognised as an inventory asset, with a corresponding adjustment to cost of sales. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level (expected value method), and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The validity of this assumption and the estimated amount of returns are reassessed at each reporting date and where possible against post period end actual returns. As at year end the refunds provision totalled £619k (2025: £1,000k).
(iii) Determining useful economic lives of intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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An analysis of turnover by class of business is as follows:
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No geographical analysis of turnover is given as in the opinion of the directors, such information would be seriously prejudicial to the interests of the Company.
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The operating profit is stated after charging/(crediting):
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Research & development charged as an expense
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Operating lease rentals - land and buildings
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Other operating lease rentals
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
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During the year, the Company obtained the following services from the Company's auditor.
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The highest paid director received remuneration of £1,024,000 (2025 - £714,956).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,201 (2025 - £NIL).
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Other interest receivable
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Interest payable and similar expenses
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of25% (2025 -25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of previous periods
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Adjustments to tax charge in respect of previous periods - deferred tax
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Group relief surrendered/(claimed)
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Other tax adjustments, reliefs and transfers
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Total tax charge for the year
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
11.Taxation (continued)
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Land & Property Leasehold
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Finished goods and goods for resale
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Amounts owed by group undertakings
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Amounts owed by other participating interests
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Prepayments and accrued income
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Amounts owed by other participating interests are interest free and repayable on demand.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The bank loans are secured by fixed and floating charges over certain assets of the Group and guarantees from certain group undertakings.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Creditors: Amounts falling due after more than one year
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The bank loans are secured by fixing and floating charges over certain assets of the Group and guarantees from certain group undertakings.
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Short term timing differences
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Allotted, called up and fully paid
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37,141,232 (2025 - 1) Ordinary shares of £1.00 each
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On 4 August 2025 37,141,231 Ordinary shares were issued with a par value of £1 for a total consideration of £37,141,231.
The Ordinary shares have full rights in the Company with respect to voting, dividends and distributions.
Profit and loss account
The profit and loss account includes the current and cumulative prior period profits and losses minus dividends.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £140,206 (2025: £74,375). As at the reporting date, amounts of £28,721 (2025: £19,098) were payable to the plan.
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ADANOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Commitments under operating leases
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At 31 March 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption granted by section 33 of FRS 102 from disclosing related party transactions with wholly owned group companies.
At 31 March 2026 the Company owed £Nil (2025: £37,170,075) to Mr H Cook. This balance was included within other creditors.
At 31 March 2026 the Company was owed £354 (2025: £155,010) from entities that share common directorship.
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Post balance sheet events
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There have been no further material adjusting or disclosable events since the financial year end.
The immediate and ultimate parent company is Adanola Holdings Limited. The consolidated financial statements of Adanola Holdings Limited can be obtained from Companies House.
The ultimate controlling party is considered to be Mr H Cook (director) through ownership of shares.
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