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REGISTERED NUMBER: 12747384 (England and Wales)







GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

J.J. CHURCHILL (HOLDINGS) LIMITED

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


J.J. CHURCHILL (HOLDINGS) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025







DIRECTORS: R A Alessi Jr.
M Cooper
R Cruz





REGISTERED OFFICE: Station Road
Market Bosworth
Nuneaton
Warwickshire
CV13 0PF





REGISTERED NUMBER: 12747384 (England and Wales)





AUDITORS: Prime
Chartered Accountants
Statutory Auditor
161 Newhall Street
Birmingham
B3 1SW

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025


The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS
J.J. Churchill (Holdings) Ltd is the Holding company for a Tier 1, make-to-print, precision engineering supplier. The oldest part of the Group was founded 86 years ago. We specialise in the production of gas-turbine blades for aerospace and industrial power generation, manufacturing in compliance with current AS9100 and appropriate NADCAP and customer certifications.

Throughout 2024 - 2025, aviation has continued its growth trajectory, the Company's main activity relates to the long-term business-jet sector, complemented and balanced by the industrial gas-turbine market. However, expected output was severely restricted throughout the year by delays in new product introduction (NPI) related to business-jet engines.

The Company has been successful in winning a significant new industrial gas-turbine customer in the USA. This has highlighted further opportunity that the business looks forward to developing in 2026/7 supporting IGT power needs for municipalities and data centres, which together provide increasing strategic balance to our aerospace sector.

For 2025 - 2026 the Dassault Falcon 10X should commence flight certification, which will lead to further growth in the company's core turbine work portfolio on the Rolls-Royce Pearl engines. The success in securing new orders with the USA based IGT customer sees demand for the year growing by more than 100%.

ANALYSIS USING FINANCIAL KEY PERFORMANCE INDICATORS
Sales during the year at £25.3m (2024 - £16.1m) have grown by £9.2m or 57%. The sales opportunities outlined above give a strong order bank for forthcoming years, with projected average sales growth for the next two years exceeding 30%. A return to profitability is expected to be achieved in 2026/7.
New capital equipment acquired during the current year at £128k is significantly lower than the depreciation and impairment charge of £1.3m. This reflects resurgence in demand on delayed business-jet contracts now seeing the capital equipment previously procured for these projects come into use to meet customer-demand through 2024 and beyond.

Loss after tax in the year for the trading company at £1.6m (2023 - £4m loss) reflects an improvement of £2.4m year-on-year.


The trading company's liabilities exceed its assets by £5.1m at the year end. The continuing support of the company's shareholders is fundamental to the company's ability to achieve its planned objectives and hence continue to trade. The shareholders have provided a letter of support to 30 April 2027, and the directors have concluded that funding would be available if required. The company is also reliant on the continued support of its largest customer. Based on the company's forecasts and projections for the next two financial years (FY 25/26 & FY 26/27) the directors are satisfied that the company will be able to trade on a going concern basis, whilst reducing working capital and accounts payable.

ON BEHALF OF THE BOARD:





M Cooper - Director


28 April 2026

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2025


The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

R A Alessi Jr.
M Cooper
R Cruz

Other changes in directors holding office are as follows:

A.J. Churchill resigned as a director on 02 January 2026.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2025


AUDITORS
The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:




M Cooper - Director


28 April 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
J.J. CHURCHILL (HOLDINGS) LIMITED


Opinion
We have audited the financial statements of J.J. Churchill (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 group's and of the parent company affairs as at 31 March 2025 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
J.J. CHURCHILL (HOLDINGS) LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
J.J. CHURCHILL (HOLDINGS) LIMITED


Auditors' 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 a Report of the Auditors 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
J.J. CHURCHILL (HOLDINGS) LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Vivian Shadbolt BSc FCA (Senior Statutory Auditor)
for and on behalf of Prime
Chartered Accountants
Statutory Auditor
161 Newhall Street
Birmingham
B3 1SW

29 April 2026

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £'000 £'000 £'000 £'000

TURNOVER 3 25,263 16,080

Cost of sales 22,859 17,388
GROSS PROFIT/(LOSS) 2,404 (1,308 )

Distribution costs 459 413
Administrative expenses 3,319 2,489
3,778 2,902
OPERATING LOSS 5 (1,374 ) (4,210 )


Interest payable and similar expenses 6 445 485
Other finance costs 21 81 105
526 590
LOSS BEFORE TAXATION (1,900 ) (4,800 )

Tax on loss 7 (597 ) (1,186 )
LOSS FOR THE FINANCIAL YEAR (1,303 ) (3,614 )
Loss attributable to:
Owners of the parent (1,303 ) (3,614 )

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £'000 £'000

LOSS FOR THE YEAR (1,303 ) (3,614 )


OTHER COMPREHENSIVE INCOME
Actuarial gains/(losses) from assets (406 ) 117
Actuarial gains/(losses) from
a change in financial assumptions 604 (15 )
Actuarial gains/(losses) from
a change in demographic assumptions 27 162
Actuarial gains/(losses) from experience 14 86
Income tax relating to components of
other comprehensive income

(158

)

(37

)
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

81

313
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,222

)

(3,301

)

Total comprehensive income attributable to:
Owners of the parent (1,222 ) (3,301 )

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

CONSOLIDATED BALANCE SHEET
31 MARCH 2025

2025 2024
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Intangible assets 9 (1,360 ) (1,810 )
Tangible assets 10 3,639 4,881
Investments 11 - -
2,279 3,071

CURRENT ASSETS
Stocks 12 9,641 7,955
Debtors 13 8,170 6,309
Cash at bank 644 929
18,455 15,193
CREDITORS
Amounts falling due within one year 14 18,882 13,763
NET CURRENT (LIABILITIES)/ASSETS (427 ) 1,430
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,852

4,501

CREDITORS
Amounts falling due after more than one
year

15

(1,484

)

(2,473

)

PENSION LIABILITY 22 (1,397 ) (1,835 )
NET (LIABILITIES)/ASSETS (1,029 ) 193

CAPITAL AND RESERVES
Called up share capital 20 1,552 1,552
Share premium 21 5,541 5,541
Retained earnings 21 (8,122 ) (6,900 )
SHAREHOLDERS' FUNDS (1,029 ) 193

The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2026 and were signed on its behalf by:





M Cooper - Director


J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

COMPANY BALANCE SHEET
31 MARCH 2025

2025 2024
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 503 503
503 503

CURRENT ASSETS
Debtors 13 7,630 7,630

CREDITORS
Amounts falling due within one year 14 1,365 1,177
NET CURRENT ASSETS 6,265 6,453
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,768

6,956

CAPITAL AND RESERVES
Called up share capital 20 1,552 1,552
Share premium 21 5,541 5,541
Retained earnings 21 (325 ) (137 )
SHAREHOLDERS' FUNDS 6,768 6,956

Company's loss for the financial year (188 ) (137 )

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

The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2026 and were signed on its behalf by:





M Cooper - Director


J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025

Called up
share Retained Share Total
capital earnings premium equity
£'000 £'000 £'000 £'000
Balance at 1 April 2023 1,552 (3,599 ) 5,541 3,494

Changes in equity
Total comprehensive income - (3,301 ) - (3,301 )
Balance at 31 March 2024 1,552 (6,900 ) 5,541 193

Changes in equity
Total comprehensive income - (1,222 ) - (1,222 )
Balance at 31 March 2025 1,552 (8,122 ) 5,541 (1,029 )

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025

Called up
share Retained Share Total
capital earnings premium equity
£'000 £'000 £'000 £'000
Balance at 1 April 2023 1,552 - 5,541 7,093

Changes in equity
Total comprehensive income - (137 ) - (137 )
Balance at 31 March 2024 1,552 (137 ) 5,541 6,956

Changes in equity
Total comprehensive income - (188 ) - (188 )
Balance at 31 March 2025 1,552 (325 ) 5,541 6,768

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £'000 £'000
Cash flows from operating activities
Cash generated from operations 1 1,227 (112 )
Interest paid (445 ) (348 )
Net cash from operating activities 782 (460 )

Cash flows from investing activities
Purchase of intangible fixed assets - (836 )
Purchase of tangible fixed assets (129 ) (151 )
Net cash from investing activities (129 ) (987 )

Cash flows from financing activities
New loans in year - 503
Capital repayments in year (938 ) (668 )
Preference shares issue - 1,040
Net cash from financing activities (938 ) 875

Decrease in cash and cash equivalents (285 ) (572 )
Cash and cash equivalents at
beginning of year

2

929

1,501

Cash and cash equivalents at end of
year

2

644

929

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 2024
£'000 £'000
Loss before taxation (1,900 ) (4,800 )
Depreciation charges 842 1,002
Pension scheme costs (81 ) (105 )
Finance costs 526 590
(613 ) (3,313 )
Increase in stocks (1,686 ) (5,071 )
(Increase)/decrease in trade and other debtors (1,422 ) 1,291
Increase in trade and other creditors 4,948 6,981
Cash generated from operations 1,227 (112 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025
31.3.25 1.4.24
£'000 £'000
Cash and cash equivalents 644 929
Year ended 31 March 2024
31.3.24 1.4.23
£'000 £'000
Cash and cash equivalents 929 1,501


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24 Cash flow At 31.3.25
£'000 £'000 £'000
Net cash
Cash at bank 929 (285 ) 644
929 (285 ) 644
Debt
Finance leases (3,370 ) 900 (2,470 )
Debts falling due within 1 year (1,544 ) (82 ) (1,626 )
(4,914 ) 818 (4,096 )
Total (3,985 ) 533 (3,452 )

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025


1. STATUTORY INFORMATION

J.J. Churchill (Holdings) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The trading company has incurred a net loss before tax of £2.2m during the year to 31 March 2025 and, as of that date, the company's liabilities exceed its assets by £5.1m. The trading company is expected to incur a net loss before tax in the year to 31 March 2026 of approximately £3.3m.

The continuing support of the company's shareholders is fundamental to the company's ability to achieve its planned objectives and hence continue to trade. The shareholders have provided a letter of support to 30 April 2027, and the directors have concluded that funding would be available if required. The trading company is also reliant on the continued support of its largest customer. Based on the trading company's forecasts and projections for the next two financial years (FY 26/27 & FY 27/28) the directors are satisfied that the company will be able to trade on a going concern basis, whilst reducing working capital and accounts payable.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the approval of these financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025. The results of subsidiaries acquired or sold are consolidated for the periods from the date on which control passed.

Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the group. All inter-group transactions, balances, income and expenses are eliminated on consolidation.

Under S408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.

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

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of seven years.

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


2. ACCOUNTING POLICIES - continued

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are amortised evenly over their estimated useful life.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - 2.5% on cost
Plant and machinery - 33.33% on cost, 20% on cost and 12.5% on cost

Stocks
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The company previously operated a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

The company previously operated a defined benefit pension scheme for the benefit of two of the directors and certain key employees of the company, alongside a separate defined contributions pension scheme for other employees. The Company's total obligation in respect of defined benefit plans is calculated by independent, qualified actuaries and updated at least annually. The size of the obligation is sensitive to actuarial assumptions. The key assumptions are the discount rate, the rate of inflations, life expectancy, pension benefits and rate of salary increases. The pension contributions made by the company under these arrangements are shown in the notes to the financial statements. The disclosures required under FRS102 employee benefits are shown in note 22.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2025 2024
£'000 £'000
United Kingdom 1,584 1,731
Europe 22,024 13,621
Rest of world 1,655 728
25,263 16,080

4. EMPLOYEES AND DIRECTORS
2025 2024
£'000 £'000
Wages and salaries 5,152 3,849
Social security costs 484 396
Other pension costs 163 126
5,799 4,371

The average number of employees during the year was as follows:
2025 2024

Production 96 74
Sales 1 2
Administration 21 16
118 92

2025 2024
£    £   
Directors' remuneration 395,281 395,281
Directors' pension contributions to money purchase schemes 37,577 37,577

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


4. EMPLOYEES AND DIRECTORS - continued

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

Information regarding the highest paid director is as follows:
2025 2024
£    £   
Emoluments etc 205,281 205,281
Pension contributions to money purchase schemes 18,577 18,577

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2025 2024
£'000 £'000
Depreciation - owned assets 224 301
Depreciation - assets on hire purchase contracts 1,147 1,230
Goodwill amortisation (530 ) (529 )
Development costs amortisation 80 -
Auditors' remuneration 27 18
Auditors' remuneration for non audit work 13 3
Foreign exchange differences (183 ) (190 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£'000 £'000
HP interest 262 350
Interest payable 183 135
445 485

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2025 2024
£'000 £'000
Deferred tax (597 ) (1,186 )
Tax on loss (597 ) (1,186 )

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


7. TAXATION - continued

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£'000 £'000
Loss before tax (1,900 ) (4,800 )
Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2024 - 25 %)

(475

)

(1,200

)

Effects of:
Expenses not deductible for tax purposes 48 35
Depreciation in excess of capital allowances 201 211
Defined benefit pension scheme adjustments (50 ) (30 )
Deferred Tax Movement (598 ) (1,186 )
Tax losses carried forward 409 1,116
Amortisation (132 ) (132 )
Total tax credit (597 ) (1,186 )

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£'000 £'000 £'000
Actuarial gains/(losses) from assets (406 ) - (406 )
Actuarial gains/(losses) from
a change in financial assumptions 604 (151 ) 453
Actuarial gains/(losses) from
a change in demographic assumptions 27 (7 ) 20
Actuarial gains/(losses) from experience 14 - 14
239 (158 ) 81

2024
Gross Tax Net
£'000 £'000 £'000
Actuarial gains/(losses) from assets 117 - 117
Actuarial gains/(losses) from
a change in financial assumptions (15 ) 4 (11 )
Actuarial gains/(losses) from
a change in demographic assumptions 162 (41 ) 122
Actuarial gains/(losses) from experience 86 - 86
350 (37 ) 313

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


8. INDIVIDUAL INCOME STATEMENT

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.


9. INTANGIBLE FIXED ASSETS

Group
Development
Goodwill costs Totals
£'000 £'000 £'000
COST
At 1 April 2024
and 31 March 2025 (3,704 ) 836 (2,868 )
AMORTISATION
At 1 April 2024 (1,058 ) - (1,058 )
Amortisation for year (530 ) 80 (450 )
At 31 March 2025 (1,588 ) 80 (1,508 )
NET BOOK VALUE
At 31 March 2025 (2,116 ) 756 (1,360 )
At 31 March 2024 (2,646 ) 836 (1,810 )

10. TANGIBLE FIXED ASSETS

Group
Freehold Plant and
property machinery Totals
£'000 £'000 £'000
COST
At 1 April 2024 975 6,580 7,555
Additions - 129 129
At 31 March 2025 975 6,709 7,684
DEPRECIATION
At 1 April 2024 206 2,468 2,674
Charge for year 60 1,311 1,371
At 31 March 2025 266 3,779 4,045
NET BOOK VALUE
At 31 March 2025 709 2,930 3,639
At 31 March 2024 769 4,112 4,881

Included in cost of land and buildings is freehold land of £19,076 (2024 - £19,076) which is not depreciated.

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


10. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and
machinery
£'000
COST
At 1 April 2024
and 31 March 2025 14,540
DEPRECIATION
At 1 April 2024 10,795
Charge for year 1,147
At 31 March 2025 11,942
NET BOOK VALUE
At 31 March 2025 2,598
At 31 March 2024 3,745

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£'000
COST
At 1 April 2024
and 31 March 2025 503
NET BOOK VALUE
At 31 March 2025 503
At 31 March 2024 503

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

J.J.Churchill Limited
Registered office: Station Road, Market Bosworth, Nuneaton, Warwickshire, CV13 0PF
Nature of business: Precision engineering supplier
%
Class of shares: holding
Ordinary 100.00



J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


12. STOCKS

Group
2025 2024
£'000 £'000
Raw materials 1,710 1,779
Work-in-progress 7,606 5,904
Finished goods 325 272
9,641 7,955

13. DEBTORS

Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Amounts falling due within one year:
Trade debtors 2,854 1,715 - -
Amounts owed by group undertakings - - 7,630 7,630
Other debtors 355 - - -
Prepayments and accrued income 260 332 - -
3,469 2,047 7,630 7,630

Amounts falling due after more than one year:
Deferred tax asset 4,701 4,262 - -

Aggregate amounts 8,170 6,309 7,630 7,630

Deferred tax asset
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Deferred tax 4,701 4,262 - -

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Other loans (see note 16) 1,626 1,544 1,040 1,040
Hire purchase contracts (see note 17) 986 897 - -
Trade creditors 15,071 10,327 - -
Social security and other taxes 20 118 - -
Other creditors 31 73 - -
Accruals and deferred income 1,148 804 325 137
18,882 13,763 1,365 1,177

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2025 2024
£'000 £'000
Hire purchase contracts (see note 17) 1,484 2,473

16. LOANS

An analysis of the maturity of loans is given below:

Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Amounts falling due within one year or on demand:
Other loans 586 504 - -
Preference shares 1,040 1,040 1,040 1,040
1,626 1,544 1,040 1,040

Details of shares shown as liabilities are as follows:

1,039,990 £1 Preference Shares. The shares have priority over all other classes of shares for dividends and any return of capital, are entitled to a fixed dividend and voting rights rank pari passu with all other classes of shares.

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
2025 2024
£'000 £'000
Net obligations repayable:
Within one year 986 897
Between one and five years 1,484 2,473
2,470 3,370

Group
Non-cancellable
operating leases
2025 2024
£'000 £'000
Within one year 21 41
Between one and five years - 21
21 62

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2025 2024
£'000 £'000
Hire purchase contracts 2,470 3,370

The hire purchase contracts are secured on the assets to which they relate.

The group's bank lending is secured by both a first legal charge over its freehold property together with a fixed and floating charge over the assets of the company.

19. DEFERRED TAX

Group
£'000
Balance at 1 April 2024 (4,262 )
Credit to Income Statement during year (391 )
Defined Benefit Pension Scheme (48 )
Balance at 31 March 2025 (4,701 )

The above balance relates to trade losses (£4,632,000) (2024:£4,249,000), accelerated capital allowances £230,000 (2024: £416,000), short term timing differences £50,000 (2024: £30,000) and defined benefit pension scheme liability (£349,000) (2024:£459,000).

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £'000 £'000
1,033,222 A Ordinary shares 1 1,033 1,033
517,040 Ordinary B 1 517 517
164,613 Ordinary C .01 2 2
1,552 1,552

Ordinary A and Ordinary B shares have equal voting rights and ranking on liquidation or wind up. Both classes of share are entitled to a dividend and are non-redeemable.

Ordinary C shares carry no voting rights and are ranked below Ordinary A and Ordinary B shares on liquidation or wind up. Participation in dividends is subject to Investor Consent and Director Approval and the shares are non-redeemable.

Preference Shares are classified as a liability in the financial statements, further details given at note 16.

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


21. RESERVES

Group
Retained Share
earnings premium Totals
£'000 £'000 £'000

At 1 April 2024 (6,900 ) 5,541 (1,359 )
Deficit for the year (1,303 ) (1,303 )
Liability experience gain/ (loss) -
defined benefit pension

14

-

14

Asset gain/(loss) - defined
benefit pension

(406

)

-

(406

)

Actuarial gain/(loss)
- defined benefit pension 631 - 631
Deferred tax on actuarial loss (158 ) - (158 )
At 31 March 2025 (8,122 ) 5,541 (2,581 )

Company
Retained Share
earnings premium Totals
£'000 £'000 £'000

At 1 April 2024 (137 ) 5,541 5,404
Deficit for the year (188 ) (188 )
At 31 March 2025 (325 ) 5,541 5,216


22. EMPLOYEE BENEFIT OBLIGATIONS

J.J. Churchill Ltd operates a final salary pension scheme. The Scheme, which is a Registered Pension Scheme under Chapter 2 of Part IV of the Finance Act 2004, was closed to new and existing members in October 2020.

In order to further reduce the pension scheme deficit, the company will pay a further £260,000 during the course of the year ended 31 March 2026.
The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2025 2024
£'000 £'000
Current service cost - -
Net interest from net defined benefit
asset/liability

81

105
Past service cost - -
81 105

Actual return on plan assets 213 201

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2025 2024
£'000 £'000
Opening defined benefit obligation 6,335 6,476
Interest cost 294 306
Benefits paid (427 ) (214 )
Experience (gain)/loss (14 ) (86 )
Remeasurements:
Actuarial (gains)/losses from changes in
demographic assumptions

(27

)

(162

)
Actuarial (gains)/losses from changes in
financial assumptions

(604

)

15
5,557 6,335

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2025 2024
£'000 £'000
Opening fair value of scheme assets 4,500 4,176
Contributions by employer 280 220
Expected return 213 201
Benefits paid (427 ) (214 )
Asset gain/(loss) (406 ) 117
4,160 4,500

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2025 2024
£'000 £'000
Actuarial gains/(losses) from changes in
demographic assumptions

27

162
Actuarial gains/(losses) from changes in
financial assumptions

604

(15

)
631 147

J.J. CHURCHILL (HOLDINGS) LIMITED (REGISTERED NUMBER: 12747384)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
2025 2024
£'000 £'000
Absolute return funds 4,088 4,412
Cash 72 88
4,160 4,500

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2025 2024
Discount rate 5.60% 4.80%
RPI Inflation 3.20% 3.25%
CPI Inflation 2.70% 2.55%
Pension increases in payment (RPI) 3.70% 3.75%
Pension increases in payment (CPI) 2.10% 2.05%

2025 2024
Expected age at death of current pensioner at age 65:
Male 86.0 86.1
Female 88.6 88.6

Expected age of death of future pensioner at age 65, now aged 45:
Male 87.0 87.4
Female 89.8 90.1


23. ULTIMATE PARENT COMPANY

The company's immediate and ultimate parent undertaking is Churchill Investment LLC, a company incorporated in USA and with a registered office of Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

There is no ultimate controlling party by virtue of the shareholding.