Company registration number 07395401 (England and Wales)
ZENITH AVIATION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ZENITH AVIATION LIMITED
COMPANY INFORMATION
Directors
S Mulholland
H Ackerman
(Appointed 4 August 2025)
S Daniels
(Appointed 4 September 2025)
V Kumar
(Appointed 15 October 2025)
N Bhatia
(Appointed 15 October 2025)
Company number
07395401
Registered office
1 Canada Square
10th Floor (North West)
Canary Wharf
London
E14 5AB
Auditor
Mercer & Hole LLP
Trinity Court
Church Street
Rickmansworth
WD3 1RT
ZENITH AVIATION LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
ZENITH AVIATION LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Review of the business
The principal activity of Zenith Aviation Limited during the year was that of a charter aircraft and aircraft maintenance service.
Fair review of the business
The results for the year are set out on page 10 and show a loss before taxation for the year of £3,616,903 (2023: £3,031,100). The directors have not recommended a dividend.
The company’s revenue has reduced to £14,321,791 from £16,570,857 in the prior year. Increased cost of sales has caused the gross loss to increase from £163,797 in the prior year to a gross loss of £1,108,708. Management has explored additional revenue opportunities through the maintenance division, for example the new channel partnership with Honeywell. This partnership will allow Zenith to create cost savings and shorter turnaround times on maintenance of Honeywell APUs and TFE engines. Management continue to review the company’s cost bases and monitor where processes, centralisation and synergies can be utilised to generate cost savings. Administrative expenses have increased from £2,092,349 in the prior year to £2,682,359.
In 2021, the company entered into a loan arrangement with a fellow group company attracting an interest rate of 4.5% plus base, resulting in interest accrued to 31 March 2024 of £339,762. During the financial year, the terms of the loan were renegotiated such that the interest, including historic accrued interest, was no longer payable on the loan. As a result all interest previously accrued has been credited to the Profit and Loss account.
As a result of the loss before taxation for the year of £3,616,903, the company is showing a shareholders deficit of £21,447,715 (2023: £17,830,811) at 31 March 2024.
Post reporting date events
On 22 March 2025, Opul Jets UK Limited acquired 100% of the company's share capital. After this date, the ultimate controlling party was K Campbell by virtue of his majority shareholding.
ZENITH AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Principal risks and uncertainties
The process of risk acceptance and risk management is addressed through a framework of procedures and internal controls which are subject to Board approval and ongoing review by management and risk management. Compliance with regulation, legal and ethical standards is a high priority for the company and the compliance team and finance department take on an important oversight role in this regard. The Board is responsible for satisfying itself that a proper internal control framework exists to manage financial risks and that controls operate effectively.
Increase in global fuel prices, which are being exacerbated by high inflation and the war in Ukraine, could lead to a reduction in gross profit margin for Zenith Aviation Limited as well as contribute to rising property utility costs within administrative expenses. The USD exchange rate could also have an impact on the business as some.
Economic conditions
The high inflation and rising costs of living are having a significant impact on spending habits in the UK and across the World. The war in Ukraine is also having a further impact on global fuel prices.
Management is monitoring inflation alongside the cost of living and energy crises.
Following the governments lifting of the travel restrictions, as a result of Covid-19, the aviation division have seen Chartering demand recover to pre-pandemic levels as we see both leisure and business travellers now looking to book flights considerably more frequently. However, rising global fuel prices are having a significant impact on the aviation division’s gross profit margins. Management is monitoring this closely and reviewing sales pricing techniques and are focused on maximising charter in the company’s typical low-season through the Winter. The aircraft maintenance department is continuing to perform well and has seen fewer negative impacts from the current economic conditions.
Management during the year took several steps to mitigate the impact of the current economic conditions, including reviewing cost bases, centralising support functions within the group headed by Armatire Limited and hedging exchange rate risk. Management also monitored and forecast both short-term and long-term cash flows and plan to generate significant net proceeds into the Group by way of several capital events.
Following the company’s acquisition in March 2025, management have explored additional revenue opportunities and strengthened internal capabilities by appointing key personnel to support these initiatives. Therefore despite the ongoing uncertainties, the directors are confident that these plans along with previously enacted measures will be sufficient for the business to continue trading. In addition to this, the current ultimate shareholder is committed to financially supporting the company and this is expected to continue for the foreseeable future.
Interest rates and exchange rates
The company purchases a significant percentage of its aircraft parts in USD. The businesses’ cash flows and loan values are exposed to currency fluctuations due to a strengthening U.S. Dollar or weaker Pound. Management is mitigating this risk using exchange rate hedging techniques.
ZENITH AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Key performance indicators
The company closely monitors its performance against a series of measures on a monthly and year to date basis. These cover key aspects of the business operations including debtors, creditors, expenses and cash flow. Expenses are monitored monthly by expense type and cash flow is monitored daily.
The company also monitors turnover, gross profit margin and operating profit/(loss).
The company’s net liabilities have increased from £17,830,811 to £21,447,714 as a direct result of the losses incurred by the company during the year ended 31 March 2024.
The level of trade debtors is monitored on a regular basis and each review examines the ageing of the debt to ensure that the debtor days does not exceed an excessive level. Management also monitors the level of trade creditors on a regular basis with the aim to maximise the level of credit available to the company within normal credit terms offered to it by suppliers.
Financial risk management objectives
The company is exposed to financial risk through its financial assets and financial liabilities. In particular, the key financial risk is that the proceeds from financial assets are not sufficient to fund obligations as they fall due.
Credit risk - Credit risk is that the customer will be unable to pay amounts in full when due. The company manages this risk by reviewing suitable credit terms for each new customer and after suitable checks have been performed.
Cash flow risk - Cash flow risk is that the company will not have sufficient cash resources to meet its obligations as they fall due. The company manages this risk through efficient working capital management and monitors its bank balances daily.
Foreign exchange risk – Foreign exchange risk is the risk that the company will not have sufficient resources to meet its foreign currency payment obligations due to the volatile exchange rate. Management is mitigating this risk using exchange rate hedging techniques.
Non-financial key performance indicators
The Strategic report does not include any non-financial key performance indicators as the directors consider it is not necessary for an understanding of the development, performance or position of the company's business.
Future outlook
The maintenance department within Zenith Aviation is expected to continue to generate healthy profits. Charter results for the year-ended 31 March 2024 have suffered as a result of two aircraft in its fleet being temporarily grounded during Summer high season and one of the aircrafts being sold in December 2023. Charter results are expected to improve as management renew focus on sales pricing techniques. New customers are entering the market, which will support both future charter and engineering revenue.
ZENITH AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
S Mulholland
Director
30 October 2025
ZENITH AVIATION LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of Zenith Aviation Limited during the year was that of a charter aircraft and aircraft maintenance service.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
S Mulholland
K J Barber
(Resigned 22 March 2025)
G Humphreys
(Resigned 22 March 2025)
K R Spencer
(Resigned 22 March 2025)
M R Brittain
(Resigned 22 March 2025)
C Wall
(Appointed 22 March 2025 and resigned 25 July 2025)
M Peters
(Appointed 17 June 2025 and resigned 25 July 2025)
H Ackerman
(Appointed 4 August 2025)
S Daniels
(Appointed 4 September 2025)
V Kumar
(Appointed 15 October 2025)
N Bhatia
(Appointed 15 October 2025)
Post reporting date events
On 22 March 2025, Opul Jets UK Limited acquired 100% of the company's share capital. After this date, the ultimate controlling party was K Campbell by virtue of his majority shareholding.
Auditor
In accordance with the company's articles, a resolution proposing that Mercer & Hole LLP be reappointed as auditor of the company will be put at a General Meeting.
Statement of disclosure to auditor
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
S Mulholland
Director
30 October 2025
ZENITH AVIATION LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
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;
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.
ZENITH AVIATION LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ZENITH AVIATION LIMITED
- 7 -
Opinion
We have audited the financial statements of Zenith Aviation Limited (the 'company') for the year ended 31 March 2024 which comprise 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 31 March 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.
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.
Material uncertainty relating to going concern
We draw attention to note 1.2 on page 13 of the financial statements concerning the company's ability to continue as a going concern which indicates that the company has net current liabilities of £21,649,286 (2023: £20,528,362) at 31 March 2024. The company's going concern assessment may be adversely affected by market conditions and the availability of additional funding. The company is under new ownership from March 2025 and remains reliant on the ongoing support of its ultimate shareholders. However the availability of additional funding beyond the confirmed period cannot be guaranteed.
As stated in note 1.2 on page 13, these events or conditions, along with the other matters identified, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
ZENITH AVIATION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ZENITH AVIATION LIMITED
- 8 -
Matters on which we are required to report by exception
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.
Responsibilities of directors
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.
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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, regulations imposed by the Civil Aviation Authority, the Companies Act 2006 and tax legislation.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
discussions with management, including considerations of known or suspected instances of non- compliance with laws and regulations and fraud;
gaining an understanding of management's controls designed to prevent and detect irregularities; and
identifying and testing journal entries.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.
ZENITH AVIATION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ZENITH AVIATION LIMITED
- 9 -
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.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Anil Kapoor
Senior Statutory Auditor
For and on behalf of Mercer & Hole LLP
30 October 2025
2025-10-30
Chartered Accountants
Statutory Auditor
Trinity Court
Church Street
Rickmansworth
WD3 1RT
ZENITH AVIATION LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
14,321,791
16,570,857
Cost of sales
(15,430,499)
(16,734,654)
Gross loss
(1,108,708)
(163,797)
Administrative expenses
(2,682,359)
(2,092,349)
Operating loss
4
(3,791,067)
(2,256,146)
Interest payable and similar expenses
8
174,164
(117,911)
Amounts written off investments
9
-
(657,043)
Loss before taxation
(3,616,903)
(3,031,100)
Tax on loss
10
Loss for the financial year
(3,616,903)
(3,031,100)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ZENITH AVIATION LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
201,572
215,840
Current assets
Stocks
12
365,641
497,696
Debtors
13
1,860,789
1,830,674
Cash at bank and in hand
107,580
153,341
2,334,010
2,481,711
Creditors: amounts falling due within one year
14
(23,983,296)
(20,528,362)
Net current liabilities
(21,649,286)
(18,046,651)
Net liabilities
(21,447,714)
(17,830,811)
Capital and reserves
Called up share capital
16
1
1
Share premium account
100,000
100,000
Profit and loss reserves
(21,547,715)
(17,930,812)
Total equity
(21,447,714)
(17,830,811)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 30 October 2025 and are signed on its behalf by:
S Mulholland
Director
Company registration number 07395401 (England and Wales)
ZENITH AVIATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2022
1
100,000
(14,899,712)
(14,799,711)
Year ended 31 March 2023:
Loss and total comprehensive income
-
-
(3,031,100)
(3,031,100)
Balance at 31 March 2023
1
100,000
(17,930,812)
(17,830,811)
Year ended 31 March 2024:
Loss and total comprehensive income
-
-
(3,616,903)
(3,616,903)
Balance at 31 March 2024
1
100,000
(21,547,715)
(21,447,714)
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
1
Accounting policies
Company information
Zenith Aviation Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Canada Square, 10th Floor (North West), Canary Wharf, London, E14 5AB.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the 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: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;
Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of SQIB Limited. These consolidated financial statements are available from its registered office, 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.
1.2
Going concern
As at 31 March 2024, the company had net current liabilities of £21,649,286 (2023: £18,046,651) and net liabilities of £21,447,714 (2023: £17,830,811).
The financial statements have been prepared on a going concern basis, which assumes that the company will continue to operate for the foreseeable future. The directors have prepared forecasts and cash flow projections which indicate that the company will have sufficient cash resources to continue to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements.
However, the company continues to incur trading losses post year end and under new ownerships, remains reliant on financial support to be provided by its shareholders as required. The ultimate shareholder has confirmed in writing their intention to provide financial support for a period of at least 12 months from the date of approval of these financial statements.
The directors have concluded that these circumstances represent a material uncertainty that may cast significant doubt upon the company’s ability to continue as a going concern, as the availability of additional funding beyond the confirmed period cannot be guaranteed.
Nevertheless, after making appropriate enquiries and considering the uncertainties described above, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover
The turnover shown in the profit and loss account represents amount receivable during the period, exclusive of Value Added Tax.
Revenue for flights is recognised at the point when charter flights services have been provided.
Maintenance income is recognised on a percentage completion basis, utilising the labour and materials costs to date as a measure of job completion. Any payments received in advance are deferred and released in line with project completion.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
20% straight line
Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Computers
33% straight line
Motor vehicles
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
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.
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets
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.
Derecognition of financial assets
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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Pensions
The company operates a defined contribution pension scheme for employees. The assets of the scheme are help separately from those of the company, The annual contributions payable are charged to the profit and loss account.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors do not consider there to be estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Revenue recognition in respect of maintenance
The company uses the percentage of completion method to recognise maintenance project revenue . This method requires the director to estimate the level of work performed at each reporting date as a proportion of the total services to be performed to complete the contract. Variations to estimates could result in the over or under recognition of revenue.
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Charges for flight services
7,455,357
10,145,923
Aircraft maintenance
5,654,993
5,230,549
Operational and management recharges
1,076,964
1,194,385
Other income
134,477
-
14,321,791
16,570,857
Turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange losses
28,514
60,576
Depreciation of owned tangible fixed assets
74,713
64,200
Operating lease charges
229,262
199,652
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
18,200
15,000
For other services
Taxation compliance services
2,400
2,310
All other non-audit services
2,290
2,200
4,690
4,510
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Management and charter staff
63
64
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Employees
(Continued)
- 19 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
3,196,874
3,260,489
Social security costs
353,179
377,422
Pension costs
259,232
236,208
3,809,285
3,874,119
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
131,102
139,332
Company pension contributions to defined contribution schemes
29,134
27,884
160,236
167,216
Some of the directors active during the period were remunerated by other companies headed by Venus TopCo Limited, a company registered in Guernsey and the controlling parent of Markerstudy Group Holdings Limited. Venus TopCo Limited has shareholders in common with the Armatire Group.
The directors do not consider that it is practical to apportion the amount of their remuneration between their services as directors of Zenith Aviation Limited and other group companies and therefore their salaries have been excluded from the amounts above,
8
Interest payable and similar expenses
2024
2023
£
£
Other interest on financial liabilities
165,598
117,911
Loan interest reversed
(339,762)
-
In 2021, the company entered into a loan arrangement with a fellow group company attracting an interest rate of 4.5% plus base, resulting in interest accrued to 31 March 2024 of £339,762. During the financial year, the terms of the loan were renegotiated such that the interest, including historic accrued interest, was no longer payable on the loan.
As a result all interest previously accrued, totalling £339,762, has been credited to the Profit and Loss account.
9
Amounts written off investments
2024
2023
£
£
Other gains and losses
-
(657,043)
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
10
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(3,616,903)
(3,031,100)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(904,226)
(575,909)
Tax effect of expenses that are not deductible in determining taxable profit
3,833
151,101
Tax effect of income not taxable in determining taxable profit
(43,541)
Unutilised tax losses carried forward
253,480
Change in unrecognised deferred tax assets
(371,907)
Group relief
1,313,284
177,038
Depreciation on assets not qualifying for tax allowances
2,557
Other permanent differences
(5,710)
Taxation charge for the year
-
-
11
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 April 2023
15,450
459,735
63,763
37,292
25,200
601,440
Additions
60,445
60,445
At 31 March 2024
15,450
520,180
63,763
37,292
25,200
661,885
Depreciation and impairment
At 1 April 2023
7,725
295,713
44,275
35,844
2,043
385,600
Depreciation charged in the year
3,090
58,682
10,052
369
2,520
74,713
At 31 March 2024
10,815
354,395
54,327
36,213
4,563
460,313
Carrying amount
At 31 March 2024
4,635
165,785
9,436
1,079
20,637
201,572
At 31 March 2023
7,725
164,022
19,488
1,448
23,157
215,840
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
12
Stocks
2024
2023
£
£
Finished goods and goods for resale
365,641
497,696
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
774,561
772,821
Other debtors
346,548
521,857
Prepayments and accrued income
739,680
535,996
1,860,789
1,830,674
A balance of £289,706 (2023: £212,583) has been provided for regarding an irrecoverable debt owed by a charter client subject to UK Government Sanctions.
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
1,774,056
1,717,598
Amounts owed to group undertakings
17,523,435
14,397,386
Taxation and social security
355,591
420,047
Other creditors
3,579,079
3,380,788
Accruals and deferred income
751,135
612,543
23,983,296
20,528,362
Barclays Bank Plc hold a deed of charge over all monies due or to become due from the company to the charge on any account whatsoever.
Included in amounts owed to group undertakings is £2,052,397 (2023: £2,226,561) due to Lustrum Investments Limited, of which management have identified the steps required to meet the repayment instalments. However, some of these are contingent on other events. Any of the steps not occurring as anticipated could result in repayments not being made on time unless alternative funds are identified.
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
259,232
236,208
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
17
Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses.
Share premium account - This reserve represents the access of the consideration received for shares issued above their nominal value, net of any issue costs.
18
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
1,268,400
2,955,074
Between two and five years
655,248
705,248
In over five years
1,208,850
1,353,912
3,132,498
5,014,234
19
Events after the reporting date
On 22 March 2025, Opul Jets UK Limited acquired 100% of the company's share capital. After this date, the ultimate controlling party was K Campbell by virtue of his majority shareholding.
20
Related party transactions
Remuneration of key management personnel
The directors are considered to be the only key management personnel of the company. Their remuneration is disclosed in the directors’ remuneration note and therefore no separate disclosure of key management personnel compensation has been made
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Other related parties
2024
2023
£
£
Entities with control, joint control or significant influence over the company
14,252
424,970
Insurance Cost
-
(13,282)
Other related parties
(404,293)
-
2024
2023
Amounts due to related parties
£
£
ZENITH AVIATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
20
Related party transactions
(Continued)
- 23 -
Other related parties
3,541,656
2,657,671
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due from related parties
£
£
Key management personnel
11,379
11,379
Other information
Included in amounts owed to related parties is an amount of £2,052,397 (2023: £2,226,561) owed to Lustrum Investments Limited, a company in the Armatire Group. This company is related by virtue of being under common control.
The remaining related parties are 100% subsidiaries of Venus TopCo Limited, a company registered in Guernsey and the controlling parent of Markerstudy Group Holdings Limited. Venus TopCo Limited has shareholders in common with the Armatire Group. The ultimate parent undertaking is PSC Nominee 4 Limited, as nominee for PSC IV LP, PSC IV B LP and PSC IV (C) SCSp. The Company's ultimate controlling party are PSC IV LP, PSC IV B LP and PSC IV (C) SCSp, funds managed by Pollen Street Capital Limited (a subsidiary of Pollen Street Capital Holdings Limited).
21
Ultimate controlling party
The immediate parent undertaking during the period was SQIB Limited, a company registered in England and Wales. Copies of the immediate parent company's consolidated financial statements may be obtained from 45 Westerham Road, Bessels Green, Sevenoaks, Kent TN13 2QB.
SQIB Limited is the parent undertaking of the smallest group for which group accounts will be drawn up, and of which the company is a member. The registered office address of SQIB Limited, incorporated in England and Wales, is 45 Westerham Road, Sevenoaks, Kent, TN13 2QB.
The ultimate parent undertaking during the period was Armatire Limited, which owns a 75% shareholding in SQIB Limited. Armatire Limited is a company registered in England and Wales, and represents the largest group for which consolidated accounts including 55VS No1 Limited are prepared. Copies of these financial statements may be obtained from 45 Westerham Road, Bessels Green, Sevenoaks, Kent TN13 2QB.
Armatire Limited is controlled by K R Spencer and A Spencer.
On 22 March 2025, Opul Jets UK Limited acquired 100% of the company's share capital. After this date, the ultimate controlling party was K Campbell by virtue of his majority shareholding.
ZENITH AVIATION LIMITED
MANAGEMENT INFORMATION
FOR THE YEAR ENDED 31 MARCH 2024
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