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Registered number: 12272205 A2K MIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
A2K MIDCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 4
Directors' Report | 5 - 8
Independent Auditor's Report | 9 - 12
Consolidated Statement of Comprehensive Income | 13
Consolidated Balance Sheet | 14
Company Balance Sheet | 15
Consolidated Statement of Changes in Equity | 16
Company Statement of Changes in Equity | 17
Consolidated Statement of Cash Flows | 18 - 19
Consolidated Analysis of Net Debt | 19
Notes to the Financial Statements | 20 - 43
A2K MIDCO LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2025.
Business review
The principal activity of the Group is the provision of stock and distribution of components to the commercial aviation industry. Sentry is a global company that serves nearly 700 customers in 85 countries. Our vision is to become the trusted global supplier of choice for aviation after-market spares. The company continued its high-performance levels with the central tenet of customer excellence being our guiding principle. Throughout the year we have continued to support our key customers as well as develop new ones, minimised financial risk and exposure, whilst investing and implementing in our multi-faceted strategic plans and initiatives. The outstanding performance of these initiatives helped to increase turnover by 16.26% and record the highest revenue figure in the company’s history. With our future planned growth investments and the expected continued increase in flight activity levels means we enter 2026 with tremendous business momentum and anticipating another exciting and successful year.
Principal risks and uncertainties
The volume of commercial air traffic continues to increase with commercial flights in 2025 up 4% on 2024. The expectation is that aircraft activity and passenger load factors will continue to climb during 2026 and beyond. The Company in 2026 will continue to be cash generative and profitable due to the low level of overheads and lean culture whilst also forging ahead with its longer-term strategic initiatives to support future growth.
Financial risk management
The Company’s operations expose it to a variety of financial risks that include currency risk, credit risk and liquidity risk. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and related finance costs. Currency Risk The company conducts substantially all of its business in US Dollars, the currency that the international commercial aviation industry uses in order to set market prices for goods and services. For this reason, the company is exposed to risk from exchange rate fluctuations when converting US Dollars to Pounds Sterling, which it needs to defray certain administrative overhead expenses. The company mitigates the risk by operating various foreign currency bank accounts Credit & Liquidity Risk The Company actively maintains a mixture of long-term and short-term debt finance that ensures that the Company has sufficient available funds for the Company’s operation and future expansion plans. Working capital is monitored and managed to ensure that cash receivables from debtors is available within a timely manner that allows credit obligations to be met. Page 1
A2K MIDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
The directors monitor the performance of the Group using the following key performance indicators (KPIs): 2025 2024 Sales increase 16.26% 19.7% Gross margin 40.23% 42.29% Employee growth 3.75% 29.03% Sales per employee $3,356,776 $2,995,560 Net profit per employee before tax $656,934 $685,528
Other key performance indicators
As reported in the statement of comprehensive income, the Group achieved sales of $278,612,404 in the year (2024: $239,644,823), gross profit of $112,076,007 (2024: $101,334,357) and a pre-tax profit of $54,525,544 (2024: $54,842,232). Net assets decreased by $50,548,455 from $175,584,369 to $125,035,914. Other future developments The Group plans further growth and will explore both organic and acquisitive routes to achieve this. Page 2
A2K MIDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Group
After due and careful consideration of the requirements set out in S172, and having regard to long-term consequences and the interests of stakeholders in relation to Board decision-making, the Directors, during the financial year ending December 31st, 2025, have acted in a way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of all of its stakeholders as a whole. This statement sets out how the Board has acted in a way that promotes the success of the Group in achieving its vision to become the trusted global supplier of choice for commercial aviation after-market spares. When making decisions, the Board takes into account: a) the likely consequences of any decision in the long term: ∙The interests or concerns of, and impact on, our key stakeholders; ∙The impact of our decisions and operations on the communities in which we operate and the environment; ∙The need to maintain a reputation for high standards of business conduct. b) the interests of the Group’s employees: ∙The Directors recognize that Sentry employees are fundamental and core to our business and the delivery of our strategic ambitions. The success of our business depends on attracting, retaining, developing and motivating talented employees. ∙The Group maintains an open dialogue with its employees, and they are recognised and valued by the Directors through a variety of ways to achieve effective engagement including: °Regular town hall style all hands meetings, leadership, team and department meetings; °Actively seeking employee feedback through employee network groups, Q&A sessions, and an open culture; °The provision of learning and development opportunities for employees, covering hard and soft skills, as well as managing training and mental health. c) the need to foster the Group’s business relationships with suppliers, customers and others, by ensuring all stakeholders are treated within the spirit and detail of the Sentry ethics policies and core values. It is important for all levels of the business to engage with stakeholder groups to gain a better understanding of their interests and concerns and the impact our decisions have on them. d) the impact of the Group’s operations on the community and the environment, including consideration of climate change through appropriate Energy Savings Opportunities. The Group’s corporate sustainability starts with a Group’s value system and a principles-based approach to doing business. This means operating in ways that, at a minimum, meet fundamental responsibilities in the areas of human rights, labour, environment and anti-corruption. Sentry supports and adheres to the 10 principles of the UN Global compact. e) the ongoing requirement to maintain a high standard of business conduct: ∙The Group has a robust system of governance and risk management in place. The desirability of the company to maintain a reputation for high standards of business conduct, through the organisation’s values, culture and ethical standards, as set out in the Group’s business principles, which are published on its website. Our core values represent the foundation of our culture: be customer focused, obsess over service, quality in everything we do, be accountable, act innovatively, be passionate and integrity. They help us develop, grow and better serve our clients, talent and other stakeholders. All employees of the Group engage in regular training on ethics and are encouraged to report any concerns through a confidential framework of communication avenues. Page 3
A2K MIDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 f) the need to act fairly as between members of the Group. ∙After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy in the long-term interests of the Group, taking into consideration the effect on stakeholders. This report was approved by the board and signed on its behalf.
A M Nemenyi Director
Date: 30 April 2026
Page 4
A2K MIDCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Principal activity
The principal activity of the Group during the year remained that of supplying civil aircraft spare-parts to a global customer base consisting of airlines and maintenance companies. The Company is a holding company and has no trading activities.
Results and dividends
The profit for the year, after taxation, amounted to $39,451,545 (2024 :$38,479,973). Dividends paid during the year amounted to $90,000,000 (2024: $Nil).
Directors
The directors who served during the year were:
G M Agnew
A J DiSimone
H W Gregson
R R Nagel
A M Nemenyi
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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. Page 5
A2K MIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Going concern
The directors have assessed a period of more than 12 months from the anticipated date of approval of these financial statements including a review of forecasted trading performance, available headroom on working capital facilities and compliance with applicable covenants. This assessment includes consideration of the wider economic environment, including uncertainties associated with the Middle East oil crisis. Based on these assessments, the directors have concluded at the time of approving the financial statements that there is no material uncertainty that may cast significant doubt about the Group’s ability to continue to trade. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Future developments
The Group is planning continued growth, both organic and through possible acquisitions, by making use of its strong liquid position, supportive shareholders and the larger warehouse facilities at its headquarters. Page 6
A2K MIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
Streamlined Energy & Carbon Reporting Disclosure (SECR) This disclosure has been prepared in accordance with the Companies Directors' Report and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The reporting boundary follows the operational control approach, covering UK operations for the reporting period under review. The figures disclosed are based on actual consumption data and represent the organisation’s energy use and associated greenhouse gas (GHG) emissions during the reporting period. Energy Consumption and Efficiency Total energy consumption for the period was 173,678 kWh (prior year: 132,480 kWh), comprising: Grid supplied electricity: 129,704 kWh (prior year: 92,940 kWh) On site solar electricity generation: 43,974 kWh (prior year: 39,543 kWh) Electricity generated from on site solar photovoltaic installations is consumed directly and has been treated as zero emission electricity for operational reporting purposes. Energy usage has been normalised against organisational size to aid comparability over time. Greenhouse Gas Emissions Greenhouse gas emissions have been calculated using UK Government GHG Conversion Factors, expressed in tonnes of carbon dioxide equivalent (tCO?e). Scope 1 Emissions There were no Scope 1 emissions reported during the period, as the organisation did not consume fossil fuels directly under operational control. Scope 2 Emissions (Electricity) Scope 2 emissions from purchased electricity totalled 25.03 tCO2e. These emissions relate solely to grid supplied electricity. Electricity generated from on site solar installations resulted in no associated Scope 2 emissions. Scope 3 Emissions (Selected categories) The organisation has reported selected Scope 3 emissions relating to waste generated in operations: Category Current Year Prior Year General waste (tCO2e) 5.25 7.6 Food waste (tCO2e) 0.01 0 Total Scope 3 (reported) 5.25 7.6 Recycled waste streams, including paper, mixed recycling, toner cartridges, and batteries, have been excluded from the Scope 3 total for conservatism, with no avoided emissions credits applied. Food waste arisings were minimal and resulted in immaterial emissions of approximately 0.01 tCO2e. Total Emissions Summary Emissions Category Current Year (tCO2e) Prior Year (tCO2e) Total emissions 30.28 38.897 Intensity Metric In compliance with SECR requirements, the organisation reports an emissions intensity ratio: Total emissions per employee: • Current year: 0.48 tCO1e per employee • Prior year: 0.65 tCO1e per employee The average number of employees during the reporting period was 63 (prior year: 59). Page 7
A2K MIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This metric has been selected as it provides a consistent and relevant measure of carbon efficiency for an office based organisation. Energy Efficiency Actions The organisation continues to take steps to improve energy efficiency and reduce emissions, including: Investment in on site solar generation, reducing reliance on grid electricity and avoiding approximately 8.5 tCO2e during the reporting period. Ongoing waste segregation and recycling programmes, diverting over 7 tonnes of waste from landfill. Responsible recycling of toner cartridges and batteries through approved recycling schemes. Monitoring of energy consumption to identify opportunities for operational efficiency Further energy efficiency initiatives are under review as part of the organisation’s commitment to continuous environmental improvement. Methodology Statement Energy consumption data has been obtained from meter readings and system records. Emissions calculations have been performed using the UK Government’s greenhouse gas reporting conversion factors applicable to the reporting year. All data has been reviewed for internal consistency and reasonableness.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Auditor
The auditor, MHA Audit Services LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
A M Nemenyi Director
Date: 30 April 2026
Page 8
A2K MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF A2K MIDCO LIMITED
Opinion
We have audited the financial statements of A2K Midco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Group Statement of comprehensive income, the Consolidated and Company Balance sheets, the Group and Company Statement of changes in equity, the Consolidated Statement of cash flows, and the related notes, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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. Page 9
A2K MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF A2K MIDCO LIMITED (CONTINUED)
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.
Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report 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 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 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. Page 10
A2K MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF A2K MIDCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙A review of legal and professional expense nominal accounts for any indications of non-compliance with laws and regulations; ∙Performing audit work over the risk of management override of controls, including testing of large and otherwise unusual journal entries and other adjustments for appropriateness; ∙Reviewing minutes of meetings of those charged with governance; and ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's Report. Page 11
A2K MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF A2K MIDCO LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Martin Ramsey BSc (Hons) FCCA (Senior Statutory Auditor) for and on behalf of MHA Statutory Auditor Birmingham, United Kingdom 30 April 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542). Page 12
A2K MIDCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | $ | $
Turnover | 4 | 278,612,404 | 239,644,823
Cost of sales |  | (166,536,397) | (138,310,466)
Gross profit |  | 112,076,007 | 101,334,357
Administrative expenses |  | (46,210,589) | (40,358,424)
Operating profit | 5 | 65,865,418 | 60,975,933
Interest receivable and similar income | 9 | 7,191 | -
Interest payable and similar expenses | 10 | (11,347,065) | (6,133,701)
Profit before tax |  | 54,525,544 | 54,842,232
Tax on profit | 11 | (15,073,999) | (16,362,259)
Profit for the financial year |  | 39,451,545 | 38,479,973
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 39,451,545 | 38,479,973
There was no other comprehensive income for 2025 (2024: $NIL).
The notes on pages 20 to 43 form part of these financial statements.
Page 13
A2K MIDCO LIMITED REGISTERED NUMBER: 12272205 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 52,637,627 |  | 62,958,603
Tangible assets | 14 |  | 39,318,918 |  | 1,342,232
|  |  | 91,956,545 |  | 64,300,835
Current assets |  |  |  |  |
Stocks | 16 | 235,001,643 |  | 231,154,582 |
Debtors: amounts falling due within one year | 17 | 73,753,803 |  | 54,312,912 |
Cash at bank and in hand | 18 | 3,407,295 |  | 898,155 |
|  | 312,162,741 |  | 286,365,649 |
Creditors: amounts falling due within one year | 19 | (85,532,235) |  | (59,180,814) |
Net current assets |  |  | 226,630,506 |  | 227,184,835
Total assets less current liabilities |  |  | 318,587,051 |  | 291,485,670
Creditors: amounts falling due after more than one year | 20 |  | (193,551,137) |  | (115,901,301)
Net assets |  |  | 125,035,914 |  | 175,584,369
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 1 |  | 1
Share premium account | 25 |  | 98,173,407 |  | 98,173,407
Profit and loss account | 25 |  | 26,862,506 |  | 77,410,961
|  |  | 125,035,914 |  | 175,584,369
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A M Nemenyi
Director
Date: 30 April 2026
The notes on pages 20 to 43 form part of these financial statements. Page 14
A2K MIDCO LIMITED REGISTERED NUMBER: 12272205 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Investments | 15 |  | 98,173,408 |  | 98,173,408
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 17 | 21,057,797 |  | 7,879,410 |
Debtors: amounts falling due within one year | 17 | 19,174,966 |  | 3,198,333 |
|  | 40,232,763 |  | 11,077,743 |
Creditors: amounts falling due within one year | 19 | (19,174,966) |  | (3,198,333) |
Net current assets |  |  | 21,057,797 |  | 7,879,410
Total assets less current liabilities |  |  | 119,231,205 |  | 106,052,818
Creditors: amounts falling due after more than one year | 20 |  | (21,057,797) |  | (7,879,410)
Net assets |  |  | 98,173,408 |  | 98,173,408
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 1 |  | 1
Share premium account | 25 |  | 98,173,407 |  | 98,173,407
|  |  | 98,173,408 |  | 98,173,408
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was $90,000,000 (2024: $Nil). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A M Nemenyi
Director
Date: 30 April 2026
The notes on pages 20 to 43 form part of these financial statements. Page 15
A2K MIDCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| $ | $ | $ | $
At 1 January 2024 | 1 | 98,173,407 | 38,930,988 | 137,104,396
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 38,479,973 | 38,479,973
Total comprehensive income for the year | - | - | 38,479,973 | 38,479,973
Total transactions with owners | - | - | - | -
At 1 January 2025 | 1 | 98,173,407 | 77,410,961 | 175,584,369
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 39,451,545 | 39,451,545
Total comprehensive income for the year | - | - | 39,451,545 | 39,451,545
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (90,000,000) | (90,000,000)
Total transactions with owners | - | - | (90,000,000) | (90,000,000)
At 31 December 2025 | 1 | 98,173,407 | 26,862,506 | 125,035,914
| The notes on pages 20 to 43 form part of these financial statements.
Page 16
A2K MIDCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| $ | $ | $ | $
At 1 January 2024 | 1 | 98,173,407 | - | 98,173,408
Comprehensive income for the year |  |  |  |
Result for the year | - | - | - | -
Total comprehensive income for the year | - | - | - | -
At 1 January 2025 | 1 | 98,173,407 | - | 98,173,408
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 90,000,000 | 90,000,000
Total comprehensive income for the year | - | - | 90,000,000 | 90,000,000
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (90,000,000) | (90,000,000)
Total transactions with owners | - | - | (90,000,000) | (90,000,000)
At 31 December 2025 | 1 | 98,173,407 | - | 98,173,408
| The notes on pages 20 to 43 form part of these financial statements.
Page 17
A2K MIDCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | $ | $
Cash flows from operating activities |  |
Profit for the financial year | 39,451,545 | 38,479,973
Adjustments for: |  |
Amortisation of intangible assets | 10,320,976 | 10,320,976
Depreciation of tangible assets | 5,741,777 | 609,454
Loss on disposal of tangible assets | - | 3,461
Interest paid | 11,347,065 | 6,133,701
Interest received | (7,191) | -
Taxation charge | 15,073,999 | 16,362,259
(Increase) in stocks | (18,002,571) | (65,678,697)
(Increase) in debtors | (19,697,742) | (5,229,857)
(Increase) in amounts owed by groups | - | (361,884)
Increase in creditors | 9,609,228 | 2,018,598
Increase in amounts owed to groups | 31,215,520 | 2,475,340
Corporation tax (paid) | (17,031,975) | (11,633,365)
Net cash generated from operating activities | 68,020,631 | (6,500,041)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (29,562,953) | (1,179,956)
Interest received | 7,191 | -
Net cash from investing activities | (29,555,762) | (1,179,956)
Page 18
A2K MIDCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | $ | $
Cash flows from financing activities |  |
Repayment of loans | - | (32,219,035)
New bank loans | 75,000,000 | -
Interest paid | (11,347,065) | (6,133,701)
Dividends paid | (90,000,000) | -
New finance leases | 1,428,079 | -
Movement on other loans | (11,388,909) | 45,034,549
Net cash used in financing activities | (36,307,895) | 6,681,813
Net increase/(decrease) in cash and cash equivalents | 2,156,974 | (998,184)
Cash and cash equivalents at beginning of year | 818,337 | 1,816,521
Cash and cash equivalents at the end of year | 2,975,311 | 818,337
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 3,407,295 | 898,155
Bank overdrafts | (431,984) | (79,818)
| 2,975,311 | 818,337
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
|  | At 1 January 2025 | Cash flows | New finance leases | At 31 December 2025
|  | $ | $ | $ | $
Cash at bank and in hand | 898,155 | 2,509,140 | - | 3,407,295
Bank overdrafts | (79,818) | (352,166) | - | (431,984)
Debt due after 1 year | (68,021,891) | (63,611,091) | - | (131,632,982)
Finance leases | - | - | (1,428,079) | (1,428,079)
| (67,203,554) | (61,454,117) | (1,428,079) | (130,085,750)
The notes on pages 20 to 43 form part of these financial statements.
Page 19
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
A2K Midco Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. Its registered office and principal place of business is located at 3 Caxton Way, Watford Business Park, Watford, Hertfordshire, United Kingdom, WD18 8UA. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The presentational and functional currency of these financial statements is USD. Values are rounded to the nearest dollar. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Sentry Group Holdings Limited as at 31 December 2025 and these financial statements may be obtained from 3 Caxton Way, Watford Business Park, Watford, WD18 8UA.
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 20
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The directors have assessed a period of more than 12 months from the anticipated date of approval of these financial statements including a review of forecasted trading performance, available headroom on working capital facilities and compliance with applicable covenants. This assessment includes consideration of the wider economic environment, including uncertainties associated with the Middle East oil crisis. Based on these assessments, the directors have concluded at the time of approving the financial statements that there is no material uncertainty that may cast significant doubt about the Group’s ability to continue to trade. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 21
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Revenue
Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Sale of goods Revenue in respect of parts supplied both as outright sales and on exchange is recognised on delivery to the customer. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on despatch of the goods), the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue for services supplied, such as repair charges, exchange charges and outright sales charges are recognised on completion of the services. All such services are short term in nature. Revenue received from ancillary services is recognised when the right to receive payment is established, which is normally at the date of the transaction.
| 2.7 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 22
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance Sheet when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Page 23
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 24
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.13 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.14 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.15 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds. Page 25
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.17 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years. Other intangible assets Other intangible assets are measured at cost less accumulated amortisation and accumulated impairment losses. Other intangible assets are amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years.
| 2.18 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 26
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Auxiliary Power Units (APUs) | - | usage-based depreciation to model-specific residual values
|  |  |  | Landing Gears | - | over 10 years straight line to a residual value of 50% of initial cost
|  |  |  | Leasehold improvements | - | over the term of the lease
|  |  |  | Plant and machinery | - | 25% per annum
|  |  |  | Fixtures and fittings | - | 25% per annum
|  |  |  | Warehouse handling forklifts | - | 25% per annum
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.19 | Stocks
Stocks are valued at the lower of cost and net realisable value. The cost of stocks of aircraft parts is based on the cost of purchase on a first in first out basis. The cost of aircraft parts which can be repaired and reused is based on the cost of purchase of the original aircraft part. When an item of stock is issued in exchange for a used part reused item is refurbished and entered into the stock pool. The cost of refurbishment is expensed. Slow moving stock is not discounted as the Group anticipates that it can always be sold for at least its carrying value. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit of loss. The assessment is based on a review of all parts held to ensure they are still used by aircraft currently in service.
| 2.20 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. Page 27
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.22 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 28
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company accounting policies, the directors are required to make judgments, 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 accounting estimates and judgments The following are the critical accounting estimates and judgments that have had the most significant effect on amounts recognised in the financial statements. Stock The Group writes down stock to net realisable value based on an estimate on the realisability of stock. Write-downs of stock are recorded where events or changes in circumstances indicate that the balances may not be realised. The identification of write-downs requires the use of judgment and estimates. Where the expectation is different from the original estimate or judgment, such difference will impact the carrying value of stock and write-downs of stock in the periods in which such estimates or judgments have been changed. Impairment of trade debtors The Group reviews trade debtors balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in trade debtors and those which are not, are impaired and the impairment loss is recorded in the profit or loss. In making this judgment, the Group evaluates, among other factors, customer's financial health and short-term business outlook including factors such as the general economic environment as it affects the industry. Tangible fixed assets The Group applies judgment in determining the appropriate classification, useful lives, depreciation methodology and residual values of certain high value aviation assets, primarily Auxiliary Power Units (“APUs”) and Landing Gear assemblies. During the year, management reassessed the economic use of these assets and concluded that, when deployed in leasing and exchange activities, they are held for use in the supply of services over more than one accounting period and are therefore appropriately classified as property, plant and equipment rather than inventory. Depreciation is calculated using usage based methodologies reflecting expected daily utilisation or hours/cycles operated, subject to asset specific minimum residual values. These judgments require estimates of utilisation patterns, holding periods, future overhaul costs and recoverable end of life values. Actual usage, market conditions or overhaul costs may differ from management’s estimates and assumptions, and any changes in these estimates would result in an adjustment to the carrying value of the assets and the depreciation charge in the period in which such estimates are revised. Page 29
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Supply of spare parts | 171,229,731 | 117,510,029
| Repair and exchange services | 107,382,673 | 122,134,794
|  | 278,612,404 | 239,644,823
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| United Kingdom & Europe | 133,771,907 | 129,670,738
| Rest of the world | 144,840,497 | 109,974,085
|  | 278,612,404 | 239,644,823
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Exchange differences | (291,701) | (97,813)
| Operating lease charges | 1,329,667 | 925,738
| Depreciation of owned tangible fixed assets | 5,741,777 | 609,454
| Amortisation of intangible assets, including goodwill | 10,320,976 | 10,320,976
| Defined contribution pension cost | 168,175 | 329,889
Page 30
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements | 131,250 | 125,000
| Fees payable to the Group's auditor in respect of tax compliance services and all other services amounted to $10,200 (2024: $10,000) and $7,875 (2024: $7,500) respectively.
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Wages and salaries | 14,305,656 | 12,369,217 | - | -
| Social security costs | 1,553,297 | 1,034,063 | - | -
| Cost of defined contribution scheme | 168,175 | 329,889 | - | -
|  | 16,027,128 | 13,733,169 | - | -
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration | 21 | 23
|  | Sales | 39 | 38
|  | Warehouse | 23 | 19
|  |  | 83 | 80
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - $NIL).
Page 31
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Directors' emoluments | 1,426,004 | 1,685,945
| Directors pension costs | 52,624 | 50,648
|  | 1,478,628 | 1,736,593
| During the year retirement benefits were accruing to 1 directors (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of $857,637 (2024 - $1,119,849).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $52,624 (2024 - $50,648).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Other interest receivable | 7,191 | -
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Bank interest payable | 5,430,304 | 2,232,116
| Other interest payable | 5,916,761 | 3,901,585
|  | 11,347,065 | 6,133,701
Page 32
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Corporation tax |  |
| Current tax on profits for the year | 15,083,563 | 18,900,484
| Adjustments in respect of previous periods | 637,082 | 340,950
| Total current tax | 15,720,645 | 19,241,434
| Deferred tax |  |
| Origination and reversal of timing differences | (646,894) | (2,939,781)
| Adjustments in respect of prior periods | 248 | 60,606
| Total deferred tax | (646,646) | (2,879,175)
| Taxation on profit on ordinary activities | 15,073,999 | 16,362,259
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Profit on ordinary activities before tax | 54,525,544 | 54,842,232
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 13,631,386 | 13,710,558
| Effects of: |  |
| Fixed asset timing differences | - | 44,611
| Expenses not deductible for tax purposes | 2,729,700 | 4,434,260
| Group relief surrendered | 496,703 | 934,585
| Adjustments to tax charge in respect of previous periods | (97,811) | 187,521
| Adjustments to tax charge in respect of previous periods - deferred tax | 248 | 60,606
| Differences in respect of overseas tax payable due to different tax rate | (852,778) | (640,198)
| Timing difference on provisions - overseas tax | (1,531,221) | (2,903,568)
| Other differences leading to an increase in the tax charge | 697,772 | 533,884
| Total tax charge for the year | 15,073,999 | 16,362,259
Page 33
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors that may affect future tax charges
There are no factors affecting future tax charges.
12. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Dividends paid | 90,000,000 | -
13. | Intangible assets
| Group
|  | Other | Goodwill | Total
|  | $ | $ | $
| Cost |  |  |
| At 1 January 2025 | 65,741 | 103,209,758 | 103,275,499
| At 31 December 2025 | 65,741 | 103,209,758 | 103,275,499
| Amortisation |  |  |
| At 1 January 2025 | - | 40,316,896 | 40,316,896
| Charge for the year | - | 10,320,976 | 10,320,976
| At 31 December 2025 | - | 50,637,872 | 50,637,872
| Net book value |  |  |
| At 31 December 2025 | 65,741 | 52,571,886 | 52,637,627
| At 31 December 2024 | 65,741 | 62,892,862 | 62,958,603
Page 34

|  | A2K MIDCO LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| 14. | Tangible fixed assets
|  | Group
|  | Leasehold improvements | Plant and machinery | APUs and Landing Gears | Fixtures and fittings | Warehouse handling forklifts | Total
|  | $ | $ | $ | $ | $ | $
| Cost |  |  |  |  |  |
| At 1 January 2025 | 2,232,278 | 489,003 | - | 627,019 | 67,976 | 3,416,276
| Additions | 2,331,872 | 26,963 | 26,880,728 | 206,101 | 117,289 | 29,562,953
| Transfers from stock | - | - | 14,155,510 | - | - | 14,155,510
| At 31 December 2025 | 4,564,150 | 515,966 | 41,036,238 | 833,120 | 185,265 | 47,134,739
| Depreciation |  |  |  |  |  |
| At 1 January 2025 | 1,308,794 | 239,111 | - | 462,913 | 63,226 | 2,074,044
| Charge for the year | 630,527 | 115,170 | 4,827,283 | 129,810 | 38,987 | 5,741,777
| At 31 December 2025 | 1,939,321 | 354,281 | 4,827,283 | 592,723 | 102,213 | 7,815,821
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 2,624,829 | 161,685 | 36,208,955 | 240,397 | 83,052 | 39,318,918
| At 31 December 2024 | 923,484 | 249,892 | - | 164,106 | 4,750 | 1,342,232
Page 35

A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 14.Tangible fixed assets (continued)
| During the year, stock with a cost value of $14 million was reclassified to tangible fixed assets. The assets are now deployed in operating lease arrangements and are no longer held for sale in the ordinary course of business. The assets were transferred at cost at the date of reclassification, which is considered their cost on initial recognition as property, plant and equipment under FRS 102. Depreciation is charged from the point the assets are available for use, in line with the Company’s accounting policy. This reclassification reflects a change in use and has been accounted for prospectively.
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | $
| Cost |
| At 1 January 2025 | 98,173,408
| At 31 December 2025 | 98,173,408
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Sentry Aerospares Holdings Limited | 3 Caxton Way, Watford Business Park, Watford, WD18 8UA | Intermediate holding company | Ordinary | 100%
Page 36
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Sentry Aerospares Limited | 3 Caxton Way, Watford Business Park, Watford, WD18 8UA | Provision of stock and components to the commercial aviation industry. | Ordinary | 100%
| Sentry Aerospares Inc. | 21 N Robinson,Suite 550 Oklahoma City,OK73102 | Intermediate holding company | Ordinary | 100%
| Sentry Aerospares LLC | 708 Ginesi Dr # 708, Morganville, NJ 07751, United States | Provision of stock and components to the commercial aviation industry. | Ordinary | 100%
16. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Finished goods and goods for resale | 235,001,643 | 231,154,582
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
| An impairment loss of $3,113,414 (2024: $8,134,178) was recognised in cost of sales in respect of slow moving and obsolete stock.
Page 37
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Due after more than one year |  |  |  |
| Amounts owed by group undertakings | - | - | 21,057,797 | 7,879,410
| Amounts owed by group undertakings represent a loan note receivable from a subsidiary company amounting to $7,879,410 with a maturity date of December 2029 and an additional loan note receivable of $13,178,387 with no fixed repayment date but which is repayable on default on winding up of the Company. The loans bear interest at a rate of 8% per annum.
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Due within one year |  |  |  |
| Trade debtors | 60,081,117 | 43,235,452 | - | -
| Amounts owed by group undertakings | 361,884 | 361,884 | 19,174,966 | 3,198,333
| Other debtors | 348,445 | 1,547,943 | - | -
| Prepayments and accrued income | 5,210,063 | 2,061,985 | - | -
| Deferred taxation (note 23) | 7,752,294 | 7,105,648 | - | -
|  | 73,753,803 | 54,312,912 | 19,174,966 | 3,198,333
| The impairment loss recognised in profit or loss for the year in respect of bad and doubtful trade debtors was $698,182 (2024: $1,845,219). Amounts owed by group undertakings are unsecured, interest free and repayable on demand. Amounts owed by group undertakings in the consolidated financial statements are due to parent undertakings above this level of consolidation.
18. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Cash at bank and in hand | 3,407,295 | 898,155
| Less: bank overdrafts (note 19) | (431,984) | (79,818)
|  | 2,975,311 | 818,337
Page 38
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Bank overdrafts | 431,984 | 79,818 | - | -
| Trade creditors | 21,471,938 | 13,007,636 | - | -
| Amounts owed to group undertakings | 23,735,466 | 5,698,333 | 19,174,966 | 3,198,333
| Corporation tax | 16,539,858 | 18,754,685 | - | -
| Other taxation and social security | 532,923 | 1,041,882 | - | -
| Obligations under finance lease (note 22) | 567,721 | - | - | -
| Other creditors | 2,279,576 | 6,496,047 | - | -
| Accruals and deferred income | 19,972,769 | 14,102,413 | - | -
|  | 85,532,235 | 59,180,814 | 19,174,966 | 3,198,333
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Amounts owed to group undertakings in the consolidated financial statements are due to parent undertakings above this level of consolidation.
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Asset based lending facility (note 21) | 56,632,982 | 68,021,891 | - | -
| Term loan facility (note 21) | 75,000,000 | - | - | -
| Net obligations under finance leases (note 22) | 860,358 | - | - | -
| Amounts owed to group undertakings | 61,057,797 | 47,879,410 | 21,057,797 | 7,879,410
|  | 193,551,137 | 115,901,301 | 21,057,797 | 7,879,410
Amounts owed by group undertakings represent a loan note payable to an intermediate parent company amounting to $7,879,410 with a maturity date of December 2029 and an additional loan note payable of $13,178,387 with no fixed repayment date but which is receivable on default on winding up of the Company from which the funds are due. The loans bear interest at a rate of 8% per annum. The amount owed to group undertakings further includes an amount of $40,000,000 owed to A2K Holdings Limited which is unsecured and interest free. Page 39
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Amounts falling due 2-5 years |  |
| Asset based lending facility | 56,632,982 | 68,021,891
| Amounts falling due after more than 5 years |  |
| Term loan facility | 75,000,000 | -
|  | 131,632,982 | 68,021,891
| The asset based lending facility is a revolving credit facility of $90m provided by Wells Fargo secured against a percentage of the Group's accounts receivable and inventory balances. The amount available for drawn down may vary over the term of the loan depending on the values of accounts receivable and inventory. The facility has a 5 year term, maturing in July 2027, and amounts advanced to the Group accrue interest at a variable rate equivalent to SOFR plus 2% (previously accrued interest at a variable rate equivalent to LIBOR plus 2.25%). In the 2025 financial year, the Group borrowed funds from its bankers under a term loan of $75,000,000. The loan is repayable in full in May 2032, and is secured by a fixed and floating charge over the assets of the group. The loan accrues interest at a variable rate equivalent to SOFR plus 5.75%.
22. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Within one year | 567,721 | -
| Between 1-5 years | 860,358 | -
|  | 1,428,079 | -
Page 40
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Deferred taxation
| Group
|  | 2025
|  | $
| At beginning of year - net asset | 7,105,648
| Credited to profit or loss | 646,646
| At end of year - net asset | 7,752,294
| The deferred tax asset is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Fixed asset timing differences | (798,853) | (25,980)
| Short term timing differences | 4,605 | -
| Timing difference on overseas tax | 8,546,542 | 7,131,628
|  | 7,752,294 | 7,105,648
24. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 12 (2024 - 12) Ordinary shares of $0.10 each | 1 | 1
Page 41
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
25. | Reserves
Share premium account The share premium balance represents the equity contribution received above the nominal value of the shares issued. Profit and loss account The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
26. | Capital commitments
| At 31 December 2025 the Group and Company had capital commitments as follows:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Contracted for but not provided in these financial statements | 2,730,827 | -
27. | Pension commitments
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $168,175 (2024: $329,889). Contributions totalling $29,887 (2024: $25,377) were payable to the fund at the reporting date and are included in creditors.
28. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Not later than 1 year | 1,525,075 | 919,526
| Later than 1 year and not later than 5 years | 5,988,661 | 3,275,463
| Later than 5 years | 1,269,021 | 1,973,827
|  | 8,782,757 | 6,168,816
Page 42
A2K MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
29. | Related party transactions
| The Group has taken advantage of the exemption available in Section 33.1A of FRS 102 from disclosing related party transactions and balances with other companies that are wholly owned as part of the Group. Key management personnel include all directors and a number of senior managers who together have authority and responsibility for planning, directing and controlling the activities of the Group. The total compensation paid to key management personel for services provided to the Group was $4,816,196 (2024: $6,257,867). Out of the total number of 11 directors and members of the senior management team, the remuneration of 3 members has been paid by the ultimate parent company Acorn A2K LLC. During the year the Group paid rent of $893,260 (2024: $518,220) to a company under the control of one of the directors. A balance of $78,542 (2024: $Nil) was due to this company at the balance sheet date. During the year, the Group incurred management charges of $5,402,575 (2024: $4,768,382) from Acorn Growth Companies, LLC, a related undertaking. The amount payable at the year end totalled $1,055,873 (2024: $518,040).
30. | Post balance sheet events
There have been no significant events affecting the Group since the year end.
31. | Controlling party
The immediate parent company is A2K Topco Limited, a company registered in the United Kingdom. The smallest and largest group of undertakings for which group accounts are prepared is A2K Midco Limited and Sentry Group Holdings Limited respectively, companies registered in the United Kingdom whose registered office address is 3 Caxton Way, Watford Business Park, Watford, Hertfordshire, United Kingdom, WD18 8UA. The ultimate controlling party is Acorn A2K LLC, which is registered in the United States of America.
Page 43