The directors present the strategic report for the year ended 30 September 2024.

The company is an investment holding company and the principal activity of its subsidiary undertaking is that of repair and maintenance work to various aircraft, or more specifically, the painting and maintenance of those aircraft.

The directors consider the major risk and uncertainty facing the company to be the potential further loss of value of their subsidiary.

The Company has reporting structures in place to both plan for identified risks and uncertainties and to be able to adjust to new circumstances as they arise.

The Company's results for the period, as set out on page 8 show an operating loss for the year of £293,599 and a total loss before taxation of £571,157 after inclusion of interest charged on inter group loans, net of inter group loans written off. Company assets as at 30th September 2024 have fallen 2.8% to £4,234,545, with a current ratio of 0.0001 : 1 (0.1 : 1 in 2023) and overall Shareholders funds are still in deficit of £11,263,223 compared with £10,692,066 in 2023. This deficit is due entirely to accumulated impairment provisions in respect of the Companies subsidiary, which to date have totalled £11,353,988.

The Company's performance is roughly in line with expectations. Given the results, the company have been unable to continue paying down the loan balances owing to other companies within the group as detailed in note 8, which were used for the initial acquisition of the subsidiary.

By order of the board

The directors present their annual report and financial statements for the year ended 30 September 2024.

The principal activity of the company in the year under review was that of an investments holding company.

The results for the year are set out on page 8.

No dividends will be distributed for the year ended 30 September 2024.

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

The Company has entered into qualifying third party indemnity arrangements for the benefit of all its Directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the period and remain in force.

The Company manages its funding requirements through various inter group loans. No reliance has been placed on external finance. This approach seeks to maximise the flexibility of repayment terms.

It is not the Company's policy to actively trade in derivatives.

Approximately 6.2% of outstanding inter group loan balances were issued in Euros, therefore are subject to fluctuations of exchange rates during the period.

The Company has amounts owed to other group companies in which the balances are owed in Euros. It is therefore exposed to the risk that adverse exchange rate movements could cause its costs to increase relative to its reporting currency resulting in reduced profitability. This risk is mitigated as the balances are owed within the group structure, therefore the overall results of the group are not adversely affected.

The Company has substantial creditors falling due within the year. It is therefore exposed to the risk that they may not generate enough cashflow to be able to meet the requirements of their creditors. This risk is mitigated as the balances are owed within the group structure. Therefore the close relationship will enable the Company to more easily negotiate manageable repayment terms.

The Company's negative net asset position has again increased in the year to £11,263,223 (up 5.3%). The position is as a result of the accumulated impairment of the subsidiary totalling £11,353,988. Were it not for this write down, the company would have positive net assets of £90,765.

The Company's main creditors are other Company's within the same group. Satys Sealing & Painting group has expressed it's continued support of the Company. The directors have made detailed enquiries, including confirmation of the strong liquidity position of Satys Sealing & Painting Group based on their latest financial statements as at 30th September 2024, along with 2025 management information for the year to date. After making these detailed enquiries, the directors are confident that Satys Sealing and Painting Group has sufficient resources to enable it to provide financial support.

On the basis of their assessment of the Company's financial position, the directors have a reasonable expectation that the Company has adequate financial resources to continue operating for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on the going concern basis.

The auditor, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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

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 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 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; 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 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.

We have audited the financial statements of Satys UK Holdings Ltd (the 'company') for the year ended 30 September 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 30 September 2024 and of its loss 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.

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 our 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.

In the 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.

As explained more fully in the directors' responsibilities statement, 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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements, including how fraud may occur by enquiring of management of its own consideration of fraud. In particular, we looked at where management made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also considered potential financial or other pressures, opportunity and motivations for fraud. As part of this discussion we identified the internal controls established to mitigate risks related to fraud or noncompliance with laws and regulations and how management monitor these processes. Appropriate procedures included the review and testing of manual journals and key estimates and judgements made by management.

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, drawing on our broad sector experience, and considered the risks of acts by the Company that were contrary to these laws and regulations, including fraud.

We focused on laws and regulations that could give rise to a material misstatement in the financial statements, UK tax legislation and equivalent local laws and regulations.

We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence to relevant information, for example, minutes of meetings and correspondence with relevant authorities.

We completed a sample of audit reviews with a focus on the income, expenditure and cash balances throughout the period to ensure that activities were supported and in line with current applicable legislation. Any unusual findings were raised with the finance department for further investigation.

Our tests included agreeing the financial statements disclosures to underlying supporting documentation and enquiries with management.

We did not identify and key audit matters relating to irregularities, including fraud. As in all of our audits, we also addressed the risk of management override of internal controls including testing journals and evaluation whether there was evidence of bias by the board of directors that represented a risk of material misstatement due to fraud.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher that the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

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 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.

The notes on pages 12 to 19 form part of these financial statements.

The notes on pages 12 to 19 form part of these financial statements.

The notes on pages 12 to 19 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 12 to 19 form part of these financial statements.

Satys UK Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Building 160 Airbus Facility East, Chester Road, Broughton, Flintshire, CH4 0DR.

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 requirements of the Companies Act 2006.

The financial statements are prepared in sterling, 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. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of [XXXXX]. These consolidated financial statements are available from its registered office, [XXXXXX].

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• the requirements of Section 7 Statement of Cash Flows;

• the requirement of paragraph 3.17(d);

• the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iv), 11.48(b) and 11.48(c);

• the requirements of paragraph 33.7.

The Company's negative net asset position has again increased in the year to £11,263,223 (up 5.3%). The position is as a result of the accumulated impairment of the subsidiary totalling £11,353,988. Were it not for this write down, the company would have positive net assets of £90,765.

The Company's main creditors are other Company's within the same group. Satys Sealing & Painting group has expressed it's continued support of the Company. The directors have made detailed enquiries, including confirmation of the strong liquidity position of Satys Sealing & Painting Group based on their latest financial statements as at 30th September 2024, along with 2025 management information for the year to date. After making these detailed enquiries, the directors are confident that Satys Sealing and Painting Group has sufficient resources to enable it to provide financial support.

On the basis of their assessment of the Company's financial position, the directors have a reasonable expectation that the Company has adequate financial resources to continue operating for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on the going concern basis.

Continuing Operations is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Investments in subsidiary undertakings are recognised at cost less accumulated impairment losses.

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, as well as loans from group undertakings.

Impairment Policy

At each reporting period end date, the company reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. Impairment losses are recognised in profit and loss.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Short term debtors are measured at the transaction price.

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Interest payable is recognised in the Profit and loss account for all interest bearing instruments on an accrual basis using the effective interest method.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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 the Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Transaction in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets or liabilities denominated in foreign currencies are translated into sterling at the rates of exchange at the balance sheet date. All exchange differences are dealt with through the Profit and Loss Account.

Consolidation

The financial statements contain information about Satys UK Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of the group.

The Company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Satys Group, a company incorporated in France, which is the smallest and largest group to consolidate these accounts. Consolidated financial statements are available in the address disclosed in Note 13.

The Company's immediate parent company is Satys Sealing & Painting Group, a company incorporated in France.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 September 2024 nor for the year ended 30 September 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Taxable losses in the year have been surrendered to the group, therefore no deferred tax asset exists at the balance sheet date.

Investment in subsidiary relate to Satys Air Livery UK Ltd, Registered Company No. 02641437, incorporated in the United Kingdom at their registered office address of Southern House, Liberator Road, Norwich International Airport, Norwich, Norfolk, NR6 6EU. The whole of their issued share capital, made up 38,500 ordinary shares and 6,879,096 preference shares, were purchased on 1 October 2018 for a total cost of £15,586,988 which has been paid in full.

The total impairment losses to date are £11,353,988 and all relate to impairments within prior periods.

The principal activity of Satys Air Livery UK Ltd is the painting and maintenance of various aircraft.

Amounts owed to group undertakings are made up as follows:

£15,497,769 owed to Satys Sealing & Painting Group, an associated company based in France. Of this balance, £10,298,594 is subject to interest charges of 4.07% per annum. No interest is being charged on the remainder of the loan and the balance is repayable on demand.

No security has been given in respect of any of the amounts owed to group undertakings.

The Company has taken advantage of the exemption available in accordance with Financial Reporting Standard 102 Section 33 Related Party Transactions not to disclose transactions entered into between two or more members of a group, as the company is wholly owned subsidiary undertaking of the group to which it is party to the transactions.

Key management personnel

All directors who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. During the year, there were no transactions with key management personnel outside normal marketing conditions.

The company's ultimate holding company and controlling party is Satys Services Group, a company registered in France. Satys Services Group is the smallest and largest entity preparing group financial statements which includes the results and net assets of the company.

The registered office is 3, Rue Franz Joseph Strauss, 31700 Blagnac, France.