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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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SENTRY AEROSPARES HOLDINGS LIMITED
CONTENTS
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SENTRY AEROSPARES HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2025.
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.
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.
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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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.
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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.
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.
The directors who served during the year were:
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
There have been no significant events affecting the Company since the year end.
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS LIMITED
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 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.
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SENTRY AEROSPARES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS LIMITED (CONTINUED)
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.
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.
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS LIMITED (CONTINUED)
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTRY AEROSPARES HOLDINGS LIMITED (CONTINUED)
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.
for and on behalf of
Birmingham, United Kingdom
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
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SENTRY AEROSPARES HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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SENTRY AEROSPARES HOLDINGS LIMITED
REGISTERED NUMBER: 12273093
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 23 form part of these financial statements.
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SENTRY AEROSPARES HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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
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:
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.
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Functional and presentation currency
Transactions and balances
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (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.
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (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%.
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.Taxation (continued)
There are no factors that may affect future tax charges.
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SENTRY AEROSPARES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Called up share capital
Called up share capital represents the nominal value of the shares issued.
Share premium account
Profit and loss account
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).
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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