The directors present the strategic report for the year ended 31 December 2024.

Skytanking UK Limited holds controlling interests in companies that provide service activities incidental to air transportation at airports within the United Kingdom.

Following acquisitions in 2023 no further acquisitions were made in this year being reported. In-line with its ongoing strategy however the company has acquired controlling interests in a number of additional trading entities in the period since, with operations principally at Heathrow airport.

The group made a loss after taxation during the year of £10,905,309.

The group received cash flow support from Skytanking Holding GmbH, its immediate parent entity in carrying out its principle activities. During the year the group received loans totaling £5,112,153 from its immediate parent.

Strategic management

The group’s key strategic priorities are to:

• Endeavour to develop, grow and achieve continuous improvement; and

• Maintain full compliance with all legal and mandatory requirements.

The group’s non-financial KPIs relate to performance against each of its key priorities:

• Development, growth, and continuous improvement are regularly assessed by the Directors; and

• Compliance performance is assessed by tracking compliance requirements and activities.

The Board's key measurement of financial KPI's is the group's operating cost and investment expenditure performance against expectations. The Board is satisfied that the group remained broadly within these parameters during the year being reported.

The group's principal risks and uncertainties comprise financial and environmental risks. Policies relating to these risks are set out in the paragraphs below.

Financial risk management

Credit risk - The group has considered its exposure to credit risk and has determined that the risk is negligible since the majority of its borrowings are intra-group.

Liquidity risk - The group actively manages its finances by reviewing cash flows, performance against budget, and the availability of working capital to ensure that it has sufficient available funds for its principle activity.

Interest rate risk - The group monitors all interest-bearing assets and liabilities and their financial impact.

Security, supply or operational continuity

To date, the conflicts in Ukraine and the Middle East have not posed any significant risks to the business, however the directors continue to monitor the situation closely.

Environmental Policy

The group's policy is to ensure that it conducts its business in a manner that is compatible with the balanced environmental and economic needs of the community. Furthermore, it is the group's policy to comply with all applicable environmental laws and regulations and apply responsible standards where laws and regulations do not exist.

Group investments made

None in the year being reported.

100% controlling interests were acquired in the following trading entities in the prior period:

• PrimeFlight Aviation England Ltd (formerly Skytanking Aviation Services ENG Limited)

• PrimeFlight Aviation Inverness Ltd (formerly Skytanking Aviation Services Inverness Limited)

• PrimeFlight Aviation Aberdeen Ltd (formerly Skytanking Aviation Services Aberdeen Limited)

• PrimeFlight Executive Ltd (formerly Highland Jet Centre Limited)

The above entities together with the company form the PrimeFlight UK Group as at the end of the year being reported.

After the year end, 100% controlling interests were acquired in the following entities and these acquisitions will be reflected in the 2025 financial statements:

• Airbase GSE Ltd

• PrimeFlight Engineering Ltd (formerly Earthpole Limited)

• Modulus (UK) Limited

• Pop Air Ltd

• ULD Services Ltd

• PrimeFlight Cargo Ltd (formerly Airworld Airlines Ltd)

• Airworld Handling Limited

• PrimeFlight BIP Ltd (formerly Eurobip Limited)

• PrimeFlight Cargo Ltd (formerly Airworld Airlines Ltd)

• PrimeFlight Security Ltd (formerly Airworld Security Ltd)

Strategic management

The board has seven key strategic priorities for the Skytanking UK Group, which are to:

• ensure and assure that the service activities incidental to air transportation provided by its trading subsidiaries are fit for purpose;

• achieve excellent Health, Safety, Security and Environmental performance;

• achieve excellent Process Safety Performance;

• achieve the highest possible level of operational continuity;

• have a high performing team, with a positive culture, good morale and effective communication;

• endeavour to develop, grow and achieve continuous improvement;

• maintain full compliance with all legal and mandatory requirements; and

• achieve continuous improvement in financial performance.

The Skytanking UK Group’s non-financial KPIs relate to performance against each of its key priorities:

• Service delivery to its customers is measured;

• Health, Safety, Security and Environmental performance is assessed using a number of standard measures;

• Process Safety Performance indicators relate to risk assessments, maintenance & inspection, and people;

• Operational continuity performance is assessed by reviewing the frequency and duration of shutdowns;

• Culture, morale, and communication are assessed by running periodic staff surveys and HSSE culture surveys;

• Development, growth, and continuous improvement are assessed by the company’s project management processes; and

• Compliance performance is assessed by tracking compliance requirements and activities.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The company was incorporated on 7 September 2022 and the company and group's first financial statements were prepared for a long period to 31 December 2023. The comparatives are therefore not wholly comparable with the current period which covers a period of 12 months.

The principal activity of the group was that of service activities incidental to air transportation.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The group's current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the company's contractual and other legal obligations.

Trade creditors of the group at the year end were equivalent to 60 day's purchases, based on the average daily amount invoiced by suppliers during the period.

The group's financial assets and liabilities may consist of trade debtors and creditors, cash balances, bank loans and overdrafts, and finance leases. The directors manage the group's exposure to financial risk by researching the credit worthiness of customers and by seeking advice from the group's financial advisors. Currency risk is restricted to the short term settlement of trading balances with customers, suppliers and wider group undertakings. The group does not trade speculatively in derivatives or similar instruments.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company's continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance.

The group is expected to continue trading for the foreseeable future.

Mercer & Hole LLP were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The directors in office at the date of approval of this annual report confirm that:

• so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and

• the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

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.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the group's and parent company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of PrimeFlight UK Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

• the financial statements 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 group and parent 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 group's and parent 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 group and parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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 group's and parent 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 group or parent 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.

Based on our understanding of the company and industry, we have identified that the principal risks of non-compliance with laws and regulations related to breaches in Health and Safety legislation, including those relating to major accidents and dangerous substances and we considered the extent to which non-compliance may have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as 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 principle risks were related to posting inappropriate entries including journals to understate revenue or overstate 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;

• evaluation of the operating effectiveness of management's controls designed to prevent and detect irregularities;

• challenging assumptions and judgements made by management in its significant accounting estimates;

• 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.

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 15 to 40 form part of these group financial statements.

The notes on pages 15 to 40 form part of these group financial statements.

The notes on pages 15 to 40 form part of these group financial statements.

The notes on pages 15 to 40 form part of these group financial statements.

PrimeFlight UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 44-45 Beaufort Court, Admirals Way, London, E14 9XL. The group's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of PrimeFlight UK Limited and all of its subsidiaries as listed in note 14..

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the parent company has taken advantage of the disclosure exemptions available in relation to:

1. the requirements of IFRS 7 ‘Financial Instruments: Disclosures’;

1. the requirements of paragraphs 10(d), 10(f), 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1 ‘Presentation of Financial Statements’;

1. the requirements of IAS 7 ‘Statement of Cash Flows’;

1. the requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ in relation to standards not yet effective;

1. the requirements of paragraphs 17 and 18A of IAS 24 ‘Related Party Disclosures’; and

1. the requirements of IAS 24 ‘Related Party Disclosures’ to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

The consolidated group financial statements consist of the financial statements of the parent company PrimeFlight UK Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.true

The trading losses that the businesses are currently experiencing are not unexpected and arise partly from a deliberate and concerted plan to drive profitability in the longer term.

The group's ultimate parent company, PrimeFlight Acquisition LLC, has indicated its willingness to provide additional financial support should the group require it, subject to ongoing strategic review. Further, Skytanking Holding GmbH, the company's immediate parent undertaking has confirmed that it does not intend to seek repayments of the amounts due to them at the balance sheet date for at least 12 months from the signing of the financial statements.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

All revenue is in relation to aircraft ground handling and related operations including cargo processing. Revenue is based on a fixed price per event, a fixed price per month, or a cost-plus basis. Revenue can be determined accurately on a periodic basis.

Revenue is recognised in the income statement in line with IFRS15. Revenue is recognised at the point of delivery of the services when the group has fulfilled its obligations to the customer, when the amount of revenue can be measured reliably and when recovery of the consideration is probable. If it is probable that contracted discounts will be granted, and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the sales are recognised.

Goodwill represents the excess of the cost of acquisition of incorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Customer relationships 10 years straight line

Property, plant and equipment 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:

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 recognised in the income statement.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

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.

Inventories 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 inventories to their present location and condition.

Inventories 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.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents 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.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and fair value through other comprehensive income are assessed for indicators of impairment at each reporting end date.

Where material, the expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

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

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 income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 group 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

The following amendments are effective for the period beginning 1 January 2024:

• Lease Liability in a Sale and Leaseback (IFRS 16)

• Classification of Liabilities as Current or Non-current (IAS 1)

• Supplier finance arrangements (IAS7 and IFRS 7)

• International tax reform - Pillar Two model rules (IAS 12)

These amendments to various IFRS standards are mandatorily effective for reporting periods beginning on or after 1 January 2024. See the applicable notes for further details on how the amendments affected the company.

Lease liability in a Sale and Leaseback - Amendments to IFRS 16

The amendments in IFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or losses that relates to the right of use it retains.

The amendments had no impact on the company's financial statements.

Classification of Liabilities as Current or Non-Current - Amendments to IAS 1

Amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current.

The amendments had no impact on the company's financial statements.

Supplier finance arrangements - Amendments to IAS 7 and IFRS 7

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements.

The amendments had no impact on the company's financial statements.

International tax reform - Pillar Two model rules - Amendments to IAS 12

Narrow scope amendments to IAS 12 as a result of Pillar Two model rules to reform international corporation tax.

The amendments had no impact on the company's financial statements.

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

The group estimates the useful life of Property, Plant, and Equipment assets based on historic default and experience. The Board is satisfied with the approach and estimates made for the period.

As required under IFRS16 Right of Use assets are recognised and depreciated in the profit and loss statement using the single model approach. This requires the group to calculate the initial liability on all leases (the present value of lease payments that haven't been paid yet, less payments made, less any direct costs, plus and restoration costs needed at the end of the lease.

The Board have examined the approach taken and is satisfied with the treatment of leases in the period.

The group recognises deferred tax assets and liabilities in-line with the relevant accounting standards and as per conventional calculation methodology. Key judgements in relation to deferred tax asset recognition may include the applicability of relevant tax legislation, and significant estimation uncertainty is often involved in forecasting future taxable profits. The Board have however examined the approach taken and is satisfied with the treatment of deferred tax in the period.

In accordance with IFRS 3 Business Combinations, goodwill is recognised when the consideration transferred exceeds the fair value of the identifiable net assets acquired in a business combination.

Following an acquisition, a Purchase Price Allocation (“PPA”) is performed to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed at their respective fair values at the acquisition date. Any residual amount is recognised as goodwill.

Identifiable intangible assets are subsequently amortised over their estimated remaining useful economic lives. Goodwill is not amortised and is subject to annual impairment testing in accordance with IAS 36 Impairment of Assets, or more frequently if indicators of impairment arise.

The Company tests goodwill for impairment annually or more frequently if indicators of impairment exist. Goodwill is allocated to cash-generating units (CGUs) expected to benefit from the acquisition. Management applies judgement in the following areas:

•    Cash flow projections

•    Growth rates

•    Discount rates

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 1).

The (income)/expense for the year can be reconciled to the profit/(loss) per the income statement as follows:

The group has estimated tax losses available to utilise against future profits of £7,864,000 (2023: £5,500,000). A deferred tax asset has not been recognised in respect of these. The group expects to continue to invest in capital equipment and the capital allowances on these acquisitions are expected to be at a level where the group has taxable losses.

The company is within scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the United Kingdom, and came into effect from 1 January 2024. The company does not have any related corporation tax exposure. The company is taking exemption from the requirement to recognise and disclose information about deferred tax assets and liabilities relating to Pillar Two income taxes as provided by IAS 12.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

See note 13 for details of this impairment.

The company carries out its impairment testing on goodwill by comparing the recoverable amounts of the cash-generating units (CGU) to its carrying amount. For the purpose of goodwill impairment testing, the recoverable amount of a CGU is the higher of its fair value and its value in use. For the impairment test performed as of December 31, 2024, value in use was utilised as the recoverable amount.

It was concluded that the recoverable amount was less than the carrying amount and that goodwill is impaired.

Key assumptions used in the value in use calculation:

Discount rate: 10.67%

Terminal growth: 2%

During the financial year 2024, the Company completed a Purchase Price Allocation (PPA) in respect of the acquisitions of 100% of the share capital of the Dalcross Group (comprising Dalcross Handling Aberdeen Ltd, Dalcross Handling Ltd, Dalcross Logistics Ltd and The Highland Jet Centre) and 100% of the share capital of Star Handling. Both acquisitions were completed in 2023.

As part of the PPA review for the Dalcross Group, the Company identified non-contractual customer relationships (“CRS”) with a fair value of £864k. These relationships arise from established and recurring business with a broad portfolio of airline customers. The remaining useful economic life of the identified CRS has been assessed at 10 years. The Company recognised the corresponding amortisation charge on a proportionate basis in the financial year 2024. No additional identifiable assets or liabilities were identified as part of the PPA for the Dalcross Group.

The key valuation assumptions applied were as follows:

•    Discount rate: 8.7%

•    Long-term growth rate: 2.0%

•    TAB step-up factor: 1.00

•    Income tax rate: 25.0%

As part of the PPA review for Star Handling, non-contractual customer relationships (“CRS”) were identified; however, the valuation concluded a fair value of £nil. Accordingly, no intangible assets were recognised. No additional identifiable assets or liabilities were identified as part of the PPA for Star Handling.

The key valuation assumptions applied were as follows:

•    Discount rate: 8.7%

•    Long-term growth rate: 2.0%

•    TAB step-up factor: 1.00

•    Income tax rate: 25.0%

Property, plant and equipment includes right-of-use assets, as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

* All subsidiaries have claimed exemption from the requirements relating to the audit of their financial statements under section 479A of the Companies Act 2006.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the group's maximum exposure to credit risk.

The group does not hold any collateral or other credit enhancements to cover this credit risk.

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost. Other receivables are measured at amortised cost.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Trade payables are unsecured and are usually paid within 30 days of recognition. No interest has been charged by suppliers on amounts payable.

The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

Deferred consideration reflects the amounts payable pursuant to the terms of the acquisitions of the group's subsidiaries as outlined in note .

Included in non-current loans from parent undertaking is a loan from Skytanking Holding GmbH of £9,523,642. The loan is repayable on or before 31 January 2028. Interest is charged at 1.6% over SONIA. This is reviewed annually.

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

No significant payable balances are impaired at the reporting end date.

The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.

Responsibility for liquidity risk management rests with the board of directors. The group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The group leases various property, plant and equipment. The average effective borrowing rate for the period was 2.61%. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The leases are due to expire between 6 months and 5 years.

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

The group has estimated tax losses available to utilise against future profits of £7,864,000 (2023: £5,500,000). No deferred tax asset has been recognised in respect of these tax losses as there is currently insufficient evidence to indicate when they will be utilised.

The directors accrue for costs based on their best estimate of known claims, investigations and legal actions in progress. The group takes legal advice as to the potential outcomes of claims and actions and no provision is made where the directors consider, based on that advice, that the action is unlikely to succeed, or that the group cannot make a sufficiently reliable estimate of the potential obligation.

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders.

The capital structure of the group consists of cash and cash equivalents, equity comprising share capital, reserves and retained earnings and long term debt from the group's immediate parent company.

The group is not subject to any externally imposed capital requirements.

On 27 January 2025, the PrimeFlight UK Ltd acquired the entire shareholding of Airworld Handling Group Limited and its subsidiaries for a total consideration of £9.28 million.

On 25 February 2025, the PrimeFlight UK Ltd acquired the entire shareholding of Earthpole Limited and its subsidiaries for a total consideration of £20.75 million,

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

The immediate parent company of PrimeFlight UK Ltd, is Skytanking Holding GmbH, whose registered office is Raboisen 6, 20095 Hamburg, Germany.

The ultimate controlling party is PrimeFlight Acquisition, LLC whose registered office is Three Sugar Creek Center, Suite 450, Sugar Land, Texas, USA, TX 7747.

The following are the parents of the largest and smallest groups in which this company's results are consolidated:

The notes on pages 44 to 48 form part of these parent financial statements.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £9,993,144 (2023 - £678,441 loss).

The notes on pages 44 to 48 form part of these parent financial statements.

PrimeFlight UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 44-45 Beaufort Court, Admirals Way, London, E14 9XL. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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 £1.

The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The directors have prepared financial projections for the long period to 31 December 2026 which indicate that, taking account of reasonably possible downsides, the Company will have sufficient funds to meet its liabilities as they fall due for that period.

Those forecasts are dependent on PrimeFlight Acquisition LLC providing additional financial support during that period. PrimeFlight Acquisition LLC has indicated its intention to continue to make available such funds as are needed by the Company subject to ongoing strategic review and that it does not intend to seek repayment of the amounts due at the balance sheet date, for the period covered by the forecasts. As with any Company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. No material uncertainty exists over the ability of PrimeFlight Acquisition LLC to provide ongoing financial support foreseeably.

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

Their aggregate remuneration comprised:

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's principal operating subsidiaries are included in note15.

The company carries out its impairment testing on investments by comparing the recoverable amounts of the each investment and comparing this to its carrying amount. For the purpose of investment impairment testing, the recoverable amount is the higher of its fair value and its value in use. For the impairment test performed as of December 31, 2024, value in use was utilised as the recoverable amount.

Where the recoverable amount was less than the carrying amount is has been concluded that the investment is impaired.

Key assumptions used in the value in use calculation:

Discount rate: 8.7%

Terminal growth: 2%

Included within current amounts owed by subsidiary undertakings are loans to the company's subsidiary undertakings which total £2,346,481. These loans are repayable on or before 31 July 2025. Interest is charged at 1.6% over SONIA. This is reviewed annually.

Included in non-current loans from parent undertaking is a loan from Skytanking Holding GmbH of £9,523,642. The loan is repayable on or before 31 January 2028. Interest is charged at 1.6% over SONIA. This is reviewed annually.

Included in current loans from parent undertaking is a loan from Skytanking Holding GmbH of £2,503,906. The loan is repayable on or before 31 July 2025. Interest is charged at 1.6% over SONIA. This is reviewed annually.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.