Company registration number 09931469 (England and Wales)
LIBERTY DEFENCE : DYNAMICS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
LIBERTY DEFENCE : DYNAMICS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
LIBERTY DEFENCE : DYNAMICS LIMITED
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Investments
4
1,952,386
-
0
Current assets
Cash at bank and in hand
1
1
Creditors: amounts falling due within one year
5
(2,418,386)
-
0
Net current (liabilities)/assets
(2,418,385)
1
Net (liabilities)/assets
(465,999)
1
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(466,000)
-
0
Total equity
(465,999)
1

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

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 31 March 2026
Mr S Gupta
Director
Company registration number 09931469 (England and Wales)
LIBERTY DEFENCE : DYNAMICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2023
1
-
0
1
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
0
-
0
Balance at 31 March 2024
1
-
0
1
Year ended 31 March 2025:
Loss and total comprehensive income
-
(466,000)
(466,000)
Balance at 31 March 2025
1
(466,000)
(465,999)
LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information

Liberty Defence : Dynamics Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 6 Juno Drive, Leamington Spa, CV31 3RG.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

At 31 March 2025, the Company's ultimate parent undertaking was Liberty Steel Group Holdings Pte Ltd ("Liberty Steel Group"), a company incorporated in Singapore, with the director of that company, Sanjeev Gupta being the ultimate beneficial owner. The Liberty Steel Group was part of Gupta Family Group Alliance ("GFG") group.

Subsequent to year end, t he Company’s ownership changed and the ultimate parent company is now Aqcel Global Synergies DMCC, a company incorporated in Dubai with the director of that company, Sanjeev Gupta, being the ultimate beneficial owner.

On 8 March 2021, the GFG group's p rimary lender Greensill Capital (UK) Limited (“Greensill”) was put into administration. GFG continues to negotiate with parties responsible for the main creditors of Greensill, Greensill Bank AG and Credit Suisse Asset Management (Switzerland) Limited (“The Creditors”) while also continuing to pursue a restructuring of the GFG group. Negotiations are ongoing on refinancing initiatives by the GFG group. However, neither the Company nor SMT has had any direct relationship with or received any direct funding from Greensill, nor have they been party to any guarantees on those facilities and the Company’s and SMT's operations have remained unaffected by the above matter.

The Company's wholly owned subsidiary, SMT, made a loss of £749,703 for the year ended 31 March 2025 (2024 - loss £875,592) and the balance sheet showed net assets of £19,500 as at 31 March 2025 (2024: net liabilities of £1,649,185). The wholly owned subsidiary SMT is expected to make a further loss in the year to 31 March 2026, but the director expect s it to become profitable in the future periods, subject to the matters detailed below.

The director has critically assessed SMT's post year end trading results and the forecast trading and cash flows for the wholly owned subsidiary for the period to 31 March 2027. This has included carrying out stress testing of cash flows under various scenarios including various reductions in forecast trading activity and the timing and value of contracts with its key customer, which forms a major part of SMT's trading performance.

LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -

SMT also has a pipeline of numerous opportunities with a number of current and potential customers which are at various stages of negotiation/tendering. The principal uncertainties remain the timing and level of contracts won, the timing of associated cashflows and the level of funding required to fund working capital to complete such contracts. Funding from the Aqcel Global Synergies DMCC group may be required to fund losses in the interim and to fund working capital, the level of which will be dependent upon levels of advance payments negotiated on new contracts. Further funding of £200,000 from the wider group has been provided since the year end.

The resultant analysis shows that cash headroom is shown in most reasonably foreseeable scenarios but SMT is reliant upon receipt of outstanding receivables and the award of anticipated contracts from its key customers and suitable stage payment terms being negotiated to fund the working capital of SMT to enable contract completion. In addition, a limited number of services are provided to SMT by another g roup c ompany. The Director has reviewed these and is satisfied that these could be readily obtained from elsewhere at similar cost in the event that the current provider is unable to continue to provide them.

As detailed above, a material uncertainty exists which may cast significant doubt upon the ability of SMT to continue as a going concern without additional interim financial support from the parent group in the event that the award of those contracts or receipt of outstanding receivables is delayed or reduced in terms of anticipated value or suitable payment terms not agreed. The financial statements do not include the adjustments that would be necessary if SMT was unable to continue as a going concern.

Since the balance sheet date, SMT acquired the trade and net liabilities of a related party for consideration of £360,734, which remains outstanding as an interest free loan repayable on demand. SMT had indebtedness to related parties of £660,734 at the date of approval of its accounts excluding trading balances, certain of which are on extended terms. SMT has received a non legally binding letter of support from related parties confirming that related party balances will not be called for repayment until SMT has generated sufficient funds to repay them without jeopardising its going concern status including its ability to pay 3rd party creditors as they fall due, and that sufficient additional future cash funding will be provided to enable SMT to continue to trade and fund its working capital requirements and losses if necessary.

As detailed in note 6, on 14th May 2021 the Serious Fraud Office (SFO) announced an investigation into the suspected fraud, fraudulent trading and money laundering concerning the financing and conduct of business of companies within the GFG group which included the ultimate parent company of the Company at the year end, including its financing arrangements with Greensill. As detailed therein, the outcome of the investigation cannot be reliably estimated or forecast and remains uncertain, but in the opinion of the director it is not expected to have a material impact on the ability of SMT to continue to trade for the foreseeable future.

The director has concluded that, based on the forecasts prepared for SMT, that SMT is expected to have sufficient resources to continue in operational existence and therefore Liberty Defence : Dynamics Limited will continue in operational existence for a period of not less than 12 months from the date of approval of the financial statements.

However, this conclusion is dependent upon a number of significant assumptions, including:

- The successful award of contracts in SMT in line with managements expectations;

- The timing and quantum of the associated cash inflows in SMT;

- The continued availability of financial support from the wider group; and

- Continued non demand of repayment of related party balances in SMT.

Although such support has been confirmed by related parties, it is not legally binding.

These conditions indicate the existence of a material uncertainty in SMT that may cast significant doubt on the Company's ability to continue as a going concern. Should the assumptions in the SMT forecasts not be realised, the Company may be unable to realise its assets and discharge its labilities in the normal course of business. The financial statements do not include any adjustments that would result if the Company were unable to continues to trade for the foreseeable future.

LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
1.3
Fixed asset investments

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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
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.

1.5
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.

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.

LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 6 -
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 paymen ts 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. A m ounts 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.

1.6
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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments in subsidiaries

The company reviews the carrying value of the investments in subsidiaries at each period end. If indicators of impairment exist, the carrying value of the asset is subject to further testing to determine whether its carrying value exceeds its recoverable value. This process will usually involve the estimation of future cash flows which are likely to be generated by the investment.

Going concern

The company determines whether the basis of preparation of the financial statements as a going concern is appropriate considering the future performance and cash flows of the Company and its wholly owned subsidiary, and other matters, as disclosed in note 1.2.

LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
3
Employees

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

2025
2024
Number
Number
Total
1
1
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
1,952,386
-
0
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
-
Additions
2,418,386
At 31 March 2025
2,418,386
Impairment
At 1 April 2024
-
Impairment losses
466,000
At 31 March 2025
466,000
Carrying amount
At 31 March 2025
1,952,386
At 31 March 2024
-

Liberty Defence: Dynamics Limited has acquired 100% of the issued share capital of Specialist Mobility Training Limited, a previously wholly owned subsidiary of fellow group company Shiftec (Leamington) Ltd.

5
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
2,418,386
-
0
LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
5
Creditors: amounts falling due within one year
(Continued)
- 8 -

Specialist Mobility Training Limited’s historic and current losses, which were funded largely by intra-group loans, have now been reassigned to Liberty Defence: Dynamics Limited. Furthermore, through a deed of novation, debts have been reassigned within the group and are now owed to AQCEL Global Synergies DMCC of £1,456,385 and Liberty Financial Management of £962,000.

6
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 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.

Emphasis of matter - ongoing investigation by the Serious Fraud Office

We draw a ttention to note 6 of the financial statements, which describes the Serious Fraud Office (SFO) ongoing investigation into companies within the Gupta Family Group Alliance (GFG) group which includes the ultimate parent company of the Company at year end. Our opinion was not modified in respect of this matter.

Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements, which indicates the director's consideration of going concern of Specialist Mobility Training Limited ("SMT"). This includes a reliance on the receipt of outstanding receivables and award of contracts with its key customer, which forms a major part of SMT's trading performance; the successful award of contracts in line with management's expectations and the timing and quantum of associated cash flows; and the receipt suitable stage payment terms being negotiated on new contracts to fund the working capital of SMT to enable contract completion. As stated in note 1.2, these events or conditions indicate that a material uncertainty exists which may cast doubt upon the ability of SMT and thus Liberty Defence : Dynamics Limited to continue as a going concern without additional interim financial support from the wider group in the event that the receipt of outstanding receivables or award of those contracts is delayed or reduced in terms of anticipated value or suitable payment terms not agreed. Our opinion was not modified in respect of this matter.
Senior Statutory Auditor:
Colm McGrory FCA
Statutory Auditor:
Ormerod Rutter Limited
Date of audit report:
31 March 2026
LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
7
Financial commitments, guarantees and contingent liabilities

On 14 May 2021 the Serious Fraud Office (SFO) announced an investigation into suspected fraud, fraudulent trading and money laundering concerning the financing and conduct of business of companies within the Gupta Family Group Alliance (GFG) group, which includes the former ultimate parent company of the Company, including its financing arrangements with Greensill Capital (UK) Limited.

As at the date of the approval of the financial statements, the investigation is still live and is expected to be several years before it will reach a conclusion. The SFO have made requests for information relating to certain entities within the GFG Group and the GFG group is cooperating with these requests. Neither the Company nor its subsidiary has received any communication or visits from the SFO, nor did they have any direct dealings with Greensill Capital (UK) Limited. The subsidiary did however historically receive funding from companies within the GFG group during the period that GFG group entities were financed through Greensill Capital (UK) Limited.

Entities within GFG group may be exposed to the risk of civil, criminal and regulatory actions and liabilities arising from any adverse findings coming from the SFO investigation, although the future direction nor outcome of the investigation and its impact including any liabilities arising on the Parent Group and the Company or its subsidiary, if any, at present cannot be reliably estimated or forecast.

In the opinion of the director, the SFO investigation is not expected to have a material impact on the Company or its subsidiary.

8
Events after the reporting date

On 1 October 2025, the wholly owned subsidiary , SMT acquired the trade, business assets and liabilities of the Shiftec Controls business from its sister company, Shiftec (Leamington) Limited, at a net book value of £360,734 with the sale amount being left as an outstanding intercompany balance. This acquisition will increase SMT's capability to deign to design and produce control units in-house for its vehicle assemblies.

In December 2025, the ultimate parent entity became AQCEL Global Synergies DMCC.

Separately SMT received working capital loans of £200,000 from a related undertaking, which is repayable on demand.

LIBERTY DEFENCE : DYNAMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
9
Parent company

At the year end, the immediate parent company was Liberty Classic Cars Limited, a company incorporated in the United Kingdom.

At 31 March 2025, the ultimate parent company was Liberty Steel Group Holdings Pte Ltd, a company registered in Singapore.

The largest and smallest groups in which the results of the company for the year ended 31 March 2025 may be consolidated are headed by Liberty Steel Group Holdings Pte Ltd and Liberty Engineering Group Pte Ltd respectively. It is currently uncertain when consolidated financial statements will be prepared for either entity.

Post year end, the ultimate holding company became AQCEL Global Synergies DMCC, a company registered in the United Arab Emirates.

The ultimate controlling party is S K Gupta, both before and after the changes in intermediate and ultimate parent company..

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