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Registered number: 12273093 SENTRY AEROSPARES HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SENTRY AEROSPARES HOLDINGS LIMITED CONTENTS
| Page
Strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditor's report | 6 - 9
Statement of comprehensive income | 10
Balance sheet | 11
Statement of changes in equity | 12
Notes to the financial statements | 13 - 23
SENTRY AEROSPARES HOLDINGS LIMITED 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.
Fair review of the business
The Company is a holding company and has no trading activities. Sentry Aerospares Holdings Limited is the immediate parent company of Sentry Aerospares Limited. The principal activity of Sentry Aerospares Limited 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 over 85 countries. Our vision is to become the trusted global supplier of choice for aviation after-market spares.
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 Group 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 Group’s operations expose it to a variety of financial risks that include currency risk, credit risk and liquidity risk. The Group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and related finance costs. Currency Risk The Group 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 Group 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 Group mitigates the risk by operating various foreign currency bank accounts Credit & Liquidity Risk The Group actively maintains a mixture of long-term and short-term debt finance that ensures that the Group has sufficient available funds for the Group’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. Key Performance Indicators The Company's gross assets increased by $4,222,874 from $144,792,908 to $149,015,782. Page 1
SENTRY AEROSPARES HOLDINGS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Company
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 31 December 2025, have acted in a way that they consider, in good faith, would be most likely to promote the success of the Group, of which this Company is a part, 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 company'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 polices 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 2
SENTRY AEROSPARES HOLDINGS LIMITED 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 3
SENTRY AEROSPARES HOLDINGS 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 Company is a holding company and has no trading activities.
Results and dividends
The profit for the year, after taxation, amounted to $25,509,476 (2024 - loss $6,406,456). Dividends of $90,000,000 were paid during the year (2024: $Nil). No dividends were paid after the year end.
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 Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements 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 Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
SENTRY AEROSPARES HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Going concern
The directors have assessed a period of at least 12 months from the date of approval of these financial statements including a review of the underlying group's 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 Company’s ability to continue to trade. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
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'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's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
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 5
SENTRY AEROSPARES HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS LIMITED
Opinion
We have audited the financial statements of Sentry Aerospares Holdings Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity 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 Company's affairs as at 31 December 2025 and of its 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 Company 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 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 6
SENTRY AEROSPARES HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
SENTRY AEROSPARES HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS 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 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; ∙Reviewing 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 8
SENTRY AEROSPARES HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS 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 9
SENTRY AEROSPARES HOLDINGS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | $ | $
Administrative expenses |  | (3,429,879) | (3,543,999)
Operating loss |  | (3,429,879) | (3,543,999)
Dividend received | 6 | 35,000,000 | -
Interest payable and similar charges | 7 | (6,060,645) | (2,862,457)
Profit/(loss) before tax |  | 25,509,476 | (6,406,456)
Tax on profit/(loss) | 8 | - | -
Profit/(loss) for the financial year |  | 25,509,476 | (6,406,456)
There was no other comprehensive income for 2025 (2024: $NIL).
The notes on pages 13 to 23 form part of these financial statements.
Page 10
SENTRY AEROSPARES HOLDINGS LIMITED REGISTERED NUMBER: 12273093 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Investments | 9 |  | 144,003,718 |  | 144,003,718
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 5,011,160 |  | 787,196 |
Cash at bank and in hand |  | 904 |  | 1,994 |
|  | 5,012,064 |  | 789,190 |
Creditors: amounts falling due within one year | 11 | (55,606,185) |  | (61,892,787) |
Net current liabilities |  |  | (50,594,121) |  | (61,103,597)
Total assets less current liabilities |  |  | 93,409,597 |  | 82,900,121
Creditors: amounts falling due after more than one year | 12 |  | (82,879,410) |  | (7,879,410)
Net assets |  |  | 10,530,187 |  | 75,020,711
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 1 |  | 1
Share premium account | 15 |  | 62 |  | 98,173,407
Profit and loss account | 15 |  | 10,530,124 |  | (23,152,697)
|  |  | 10,530,187 |  | 75,020,711
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 13 to 23 form part of these financial statements. Page 11
SENTRY AEROSPARES HOLDINGS LIMITED 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 | (16,746,241) | 81,427,167
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (6,406,456) | (6,406,456)
Total comprehensive income for the year | - | - | (6,406,456) | (6,406,456)
At 1 January 2025 | 1 | 98,173,407 | (23,152,697) | 75,020,711
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 25,509,476 | 25,509,476
Total comprehensive income for the year | - | - | 25,509,476 | 25,509,476
Contributions by and distributions to owners |  |  |  |
Dividends paid | - | - | (90,000,000) | (90,000,000)
Release of share premium to profit and loss account | - | (98,173,345) | 98,173,345 | -
At 31 December 2025 | 1 | 62 | 10,530,124 | 10,530,187
| The notes on pages 13 to 23 form part of these financial statements.
Page 12
SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Sentry Aerospares Holdings Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 3 Caxton Way, Watford Business Park, Watford, England, 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The presentational and functional currency of these financial statements is USD. Values are rounded to the nearest dollar. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The 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 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙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 31st December 2025 and these financial statements may be obtained from 3 Caxton Way, Watford Business Park, Watford, England, WD18 8UA.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. Page 13
SENTRY AEROSPARES HOLDINGS 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 at least 12 months from the date of approval of these financial statements including a review of the underlying group's 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 Company’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 the Statement of Comprehensive Income 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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
| 2.6 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 14
SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. 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.
| 2.9 | Financial instruments
The Company 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 Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Company's cash and cash equivalents, trade and most other debtors 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 At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 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. Page 15
SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments (continued)
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. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled. Page 16
SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments (continued)
For certain financial assets and liabilities entered into in 2019, which are measured at the present value of the future receipts discounted at a market rate of interest for a similar instrument, judgements are made in relation to the determination of market rate of interest for similar instruments. For unsecured debts with maturities of between 1.5 and 10 years the deemed market rate of interest was determined by management to be 8%.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.11 | Taxation
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 operates and generates income.
| 2.12 | 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.
| 2.13 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income 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.
| 2.14 | Borrowing costs
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred. Page 17
SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the company accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The 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. Impairment of investment in subsidiaries The directors perform an assessment to determine whether there are indicators of impairment of the Company's investment in subsidiary undertakings. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. Financial projections are prepared for the purposes of assessing potential impairments, and are based on the directors' best estimates of future trading performance, making reference to available industry data.
4. | Auditor's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 8,250 | 7,875
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
5. | Employees
| The Company has no employees other than the directors in the current and prior year. The directors did not receive any remuneration from this Company.
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 5 | 5
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SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Dividends received | 35,000,000 | -
7. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Bank interest payable | 5,430,304 | 2,232,116
| Other loan interest payable | 630,341 | 630,341
|  | 6,060,645 | 2,862,457
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Current tax on profits for the year | - | -
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | - | -
| Total deferred tax | - | -
| Taxation on profit on ordinary activities | - | -
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SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 8.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower 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/(loss) on ordinary activities before tax | 25,509,476 | (6,406,456)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 6,377,369 | (1,601,614)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 60,950 | -
| Dividends from UK companies not subject to tax | (8,750,000) | -
| Group relief | 2,311,681 | 1,601,614
| Total tax charge for the year | - | -
| Factors that may affect future tax charges
There are no factors that may affect future tax charges.
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | $
| Cost |
| At 1 January 2025 | 144,003,718
| At 31 December 2025 | 144,003,718
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SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Subsidiary undertakings
| The following were 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, Suite550 Oklahoma City, OK73102 | Intermediate holding company. | Ordinary | 100%
| Sentry Aerospares LLC* | 708 Ginesi Dr #708, Morganville, NJ07751, United States | Provision of stock and components to the commercial aviation industry. | Ordinary | 100%
| * Indirect subsidiary undertakings.
10. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Amounts owed by group undertakings | 2,511,016 | 361,884
| Other debtors | 213,901 | 340,244
| Prepayments and accrued income | 2,286,243 | 85,068
|  | 5,011,160 | 787,196
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Amounts owed to group undertakings | 53,688,751 | 61,854,583
| Other creditors | 2,271 | 2,271
| Accruals and deferred income | 1,915,163 | 35,933
|  | 55,606,185 | 61,892,787
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Term note loan (note 13) | 75,000,000 | -
| Amounts owed to group undertakings | 7,879,410 | 7,879,410
|  | 82,879,410 | 7,879,410
| Amounts owed to group undertakings represents a loan note owed to an intermediate parent undertaking with a maturity date of December 2029. The loan note is unsecured and bears interest at a rate of 8% per annum.
13. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Amounts falling due after more than 5 years |  |
| Term note loan | 75,000,000 | -
| In the 2025 financial year, the Group borrowed funds from its bankers under a term note loan of $75,000,000. The loan is repayable in full in May 2032, and was secured by a fixed and floating charge over the assets of the group. The loan accrued interest at a variable rate equivalent to SOFR plus 5.50%.
14. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 12 (2024 - 12) Ordinary shares of $0.10 each | 1 | 1
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SENTRY AEROSPARES HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Reserves
Called up share capital Called up share capital represents the nominal value of the shares issued. 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. 16.Other financial commitments The Company has guaranteed the asset based lending facility of its subsidiary undertakings, and its assets are pledged as security against these loans. At the balance sheet date the liabilities covered by this guarantee totalled $56,632,982 (2024: $68,273,361).
17. | Related party transactions
| The Company has taken advantage of the exemption available under 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. During the year, the Company incurred management charges of $3,275,305 from Acorn Growth Companies, LLC, a related undertaking (2024: $3,162,602). No amounts were payable at the year-end date (2024: $Nil).
18. | Post balance sheet events
There have been no significant events affecting the Company since the year end.
19. | Controlling party
The immediate parent company is A2K Midco Limited, a company registered in the United Kingdom. The smallest and largest group of undertakings for which group accounts are prepared are A2K Midco Limited and Sentry Group Holdings Limited respectively, companies registered in the United Kingdom. The address of the registered office for each entity is 3 Caxton Way, Watford Business Park, Watford, England, WD18 8UA. The ultimate controlling party is Acorn A2K Investor LLC, which is registered in the United States of America.
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