REGISTERED NUMBER: 08556006 (England and Wales)

Xcel Aerospace Topco Limited

Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Director:

H Cuadrado

Registered office:

1 Ashton Road

Harold Hill

Romford

Essex

RM3 8UH

Registered number:

08556006 (England and Wales)

Accountants:

Cooper Parry Advisory Limited

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

Fixed assets

Investments

4

3,774,000

3,774,000

Current assets

Debtors

5

390,001

390,001

Net current assets

390,001

390,001

Total assets less current liabilities

4,164,001

4,164,001

Capital and reserves

Called up share capital

4,164,001

4,164,001

Shareholders' funds

4,164,001

4,164,001

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the Company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the Company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the Company.

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

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

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

H Cuadrado - Director

1.	Statutory information

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

2.	Accounting policies

Basis of preparing the financial statements

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

Monetary amounts in these financial statements are stated in pounds sterling and are rounded to the nearest whole £1, except where otherwise indicated.

The Company was dormant throughout the current year and previous year.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investments in subsidiaries are measured at cost less accumulated impairment.

At each Balance Sheet date investments are assessed to determine whether there is an indication that the investment may be impaired. If there is such an indication the recoverable amount of the asset is compared to the recoverable amount of the asset.

The recoverable amount of the asset is the higher of the fair value less costs to sell and the asset's value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pretax discount rate that represents the current market risk-free rate and the risks inherent in the asset.

If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the Statement of Comprehensive Income.

If an impairment loss is subsequently reversed, the carrying amount of the investment is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior periods.

A reversal of an impairment loss is recognised in the Statement of Comprehensive Income.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However. if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate. the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Debtors

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.

Going concern

The ability of the Company to continue in existence as a holding company principally depends on the continued operations of its trading subsidiary, Xcel Aerospace Limited. The directors of Xcel Aerospace Limited have assessed its basis for preparing financial statements on the going concern basis in light of the end of the Implementation Period for the withdrawal of the UK from the EU. After considering plausible downside scenarios, the directors of Xcel Aerospace Limited have a reasonable expectation that it will be able to continue trading for at least 12 months from the date of approval of its financial statements. The director of Xcel Aerospace Topco Limited has examined this assessment with regard to the ability of this company to continue as a going concern. He has concluded that it is appropriate to continue to prepare the financial statements on the going concern basis.

3.	Employees and directors

The average number of employees during the year was NIL (2023 - NIL).

4.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2024

and 31 December 2024

3,774,000

Net book value

At 31 December 2024

3,774,000

At 31 December 2023

3,774,000

Subsidiary undertakings

The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Xcel Aerospace Limited

1 Ashton Road,Harold Hill,Romford, England,RM3 8UH

Manufacture and supply of components to the aerospace industry

Ordinary

89%

Xcel Aerospace Investments Limited

1 Ashton Road,Harold Hill,Romford, England,RM3 8UH

Holding company

Ordinary

100%

5.

Debtors: amounts falling due within one year

2024

2023

as restated

(restated)

£

£

Amounts owed by group undertakings

390,001

390,001

Amounts owed by group undertakings are unsecured, do not bear interest and have no fixed repayment date. The directors have confirmed that the loans will not be called for repayment for at least one year from the Balance Sheet date

6.	Related party transactions

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.

7.	Ultimate controlling party

The ultimate parent undertaking and controlling party of the Company has been Captiva Venture Partners Limited. a company registered and incorporated in England.

Captiva Venture Partners Limited is both the smallest and largest group into which the Company's financial statements are consolidated. Copies of these consolidated financial statements may be obtained from New Derwent House, 69-73 Theobalds Road, London, United Kingdom, WC1X STA.