REGISTERED NUMBER: 06865859 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 August 2025

for

Specialist Aviation Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTORS:

D F Hammond

G S Pyle

REGISTERED OFFICE:

Aerospace Logistics Centre

Unit 2B Dunhams Lane

Letchworth Garden City

Hertfordshire

SG6 1BE

REGISTERED NUMBER:

06865859 (England and Wales)

AUDITORS:

Godfrey Laws Audit Limited

65 Knowl Piece

Wilbury Way

Hitchin

Hertfordshire

SG4 0TY

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

REVIEW OF BUSINESS

The Group has 10 (2024: 9) trading subsidiary companies and the directors consider that the key financial performance indicators are those that monitor the performance in respect of each of these Companies. The turnover of the companies and principle activities are as follows:

Company

Description

2025

2024

£'000

£'000

Specialist Aviation Limited

Supply and storage of aircraft spare parts

8,662

11,193

Cabinair Services Limited

Cabin maintenance for aircraft

9,585

5,841

OdiliaClark Limited

Impairment risk management company

981

804

HSM Aero Limited

Precision engineering

3,869

5,142

SATTO Solutions Limited

Marketing and distribution

646

634

Specialist Aviation Ireland Limited

Stockists and supplier of aviation parts

442

2,314

Specialist Aviation Properties Limited

Holding company

4

23

Aeroknow Limited

Aviation and aerospace component manufacturing

4

108

Aeroknow SIA (Latvian registered)

Aviation and aerospace component manufacturing

565

269

360 Aerospace LLC

Maintenance, repair and overhaul of aircraft

3

-

The Group's revenues remained similar to 2025 as the group develops new and innovative strategies, products and markets.

The Group's board took the decision to close HSM Aero Limited shortly after the year end. This process was successfully completed in December 2025.

As a result of the closure of HSM Aero Limited, the consolidated profit and loss account include an operating loss of £1,463,142 (31 August 2024 Profit £98,148) from discontinued operations.

The operating profit of the group has therefore decreased from £1,422,759 profit to a £66,523 loss.

The directors monitor gross profit margins as another key performance indicator, and note that gross margin levels are now 37.46% compared to 36.60% in 2024.

The Group sold its shareholding in Aeroknow Limited on 30 August 2025.

The Group has now adopted an organic growth strategy. All product lines are sold in a competitive market and the directors believe that it is in the best interests of the company for it to operate predominately in a global market.

The group has continued to perform positively in the current financial year.

PRINCIPAL RISKS AND UNCERTAINTIES

The group faces a number of business risks and uncertainties due to changing trading conditions and new competition. In view of this, the directors are looking carefully at both existing and potential new markets. In particular, this table sets out the key risks that have been identified, with the group's approach to mitigating those risks.

Risk

Impact on company

Mitigation

Exposure to foreign economies

The group only has several overseas markets which gives rise to foreign exchange risks. Changing legislation in foreign regulations can affect product demand, as will effect of the UK leavingthe European Union.More diversity in legislation can only increase costs.

Foreign exchange risk is mitigated by which gives careful use of currency contracts. The directors take a cautious approach to the UK leaving the EU and review leading industry analysis to adopt current best practice.

Accreditation and approvals

The aerospace industry is fast moving and highly regulated. There are risks associated with not maintaining quality and approvals.This can lead to a loss of customers and contracts

The directors have adopted stringent quality procedures to ensure all group accreditation and approvals are maintained and exceeded.

Worsening trading conditions

In economic conditions where there is uncertainty about the future, customers are inclined to reduce spending. This has a direct effect on sales, reducing both volumes and the prices that can be achieved.

The group's core business is based on tested and reliable technologies and products, excellent customer service and processes that ensure our reputation excels with customers. The aerospace industry, whilst there are cyclical changes, relies on a high level of maintenance for safety and reputation reasons.

FUTURE DEVELOPMENTS

The directors anticipate the business environment will remain competitive. They believe that the group

is in a good financial position and that the risks that have been identified are being well managed. With careful focus on appropriate diversification and development of new customers and markets, the directors are confident in the group's ability to maintain and build on this position.

FINANCIAL INSTRUMENTS

The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are conducted in sterling, US dollars and Euro's. The group typically has the ability to self-hedge exchange rate volatility. The company does not enter into any formally designated hedging arrangements.

RESEARCH AND DEVELOPMENT

The company is currently undertaking research and development to improve the performance of its plastic and composite engineering solutions.

ON BEHALF OF THE BOARD:

D F Hammond - Director

26 May 2026

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

DIVIDENDS

Dividends paid during the year amounted to £66,000 (2024: £76,000).

DIRECTORS

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

D F Hammond

G S Pyle

DONATIONS AND EXPENDITURE

During the year £6,741 (2024: £2,033) of charitable donations were made by the group.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

D F Hammond - Director

26 May 2026

Opinion

We have audited the financial statements of Specialist Aviation Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 August 2025 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatements due to fraud and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both the management and those charged with the governance of the company.

Our approach was as follows:

Based on our understanding of the Group, the industry and discussions with management we identified Financial Reporting Standard 102 and Companies Act 2006 and taxation legislation. We obtained an understanding of how the Group complies with these requirements by discussions with management and those charged with governance. We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur and whether there have been instances of non compliance with laws and regulations.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of the financial statements whether due to fraud and error.

Design and perform audit procedures in response to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, misrepresentations, or intentional omissions.

Examine supporting documentation for all material balances, transactions and disclosures;

Evaluate of the selection and application of accounting policies;

Review the appropriateness of journal entries made in the general ledger and other adjustments made in the preparation of financial statements.

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

Use of our report

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

Howard Ashmore FCA (Senior Statutory Auditor)

for and on behalf of Godfrey Laws Audit Limited

65 Knowl Piece

Wilbury Way

Hitchin

Hertfordshire

SG4 0TY

26 May 2026

TURNOVER

23,429,134

24,192,451

Cost of sales

14,651,727

15,338,400

GROSS PROFIT

8,777,407

8,854,051

Administrative expenses

8,880,829

7,532,954

(103,422

)

1,321,097

Other operating income

36,899

101,662

GROUP OPERATING (LOSS)/PROFIT

4

(66,523

)

1,422,759

Share of operating loss in

Associates

(2,547

)

-

Interest receivable and similar income

32,529

18,422

(36,541

)

1,441,181

Gain/loss on revaluation of investment property

-

340,869

(36,541

)

1,782,050

Interest payable and similar expenses

5

126,963

194,508

(LOSS)/PROFIT BEFORE TAXATION

(163,504

)

1,587,542

Tax on (loss)/profit

6

37,118

295,945

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(200,622

)

1,291,597

(Loss)/profit attributable to:

Owners of the parent

(168,481

)

1,279,321

Non-controlling interests

(32,141

)

12,276

(200,622

)

1,291,597

(LOSS)/PROFIT FOR THE YEAR

(200,622

)

1,291,597

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(200,622

)

1,291,597

Total comprehensive income attributable to:

Owners of the parent

(168,481

)

1,258,230

Non-controlling interests

(32,141

)

33,367

(200,622

)

1,291,597

FIXED ASSETS

Intangible assets

9

340,318

154,873

Tangible assets

10

1,103,276

1,305,233

Investments

11

Interest in associate

30,029

32,576

Investment property

12

-

1,765,000

1,473,623

3,257,682

CURRENT ASSETS

Stocks

13

3,652,926

4,961,793

Debtors

14

6,762,049

6,118,534

Cash at bank and in hand

2,137,030

1,146,962

12,552,005

12,227,289

CREDITORS

Amounts falling due within one year

15

5,359,466

5,679,449

NET CURRENT ASSETS

7,192,539

6,547,840

TOTAL ASSETS LESS CURRENT LIABILITIES

8,666,162

9,805,522

CREDITORS

Amounts falling due after more than one year

16

(193,448

)

(879,198

)

PROVISIONS FOR LIABILITIES

21

(188,483

)

(375,471

)

NET ASSETS

8,284,231

8,550,853

CAPITAL AND RESERVES

Called up share capital

22

1,000,000

1,000,000

Capital redemption reserve

23

499

499

Other reserves

23

400,100

400,100

Retained earnings

23

6,893,775

7,128,256

SHAREHOLDERS' FUNDS

8,294,374

8,528,855

NON-CONTROLLING INTERESTS

24

(10,143

)

21,998

TOTAL EQUITY

8,284,231

8,550,853

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

D F Hammond - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

12,338

32,482

Investments

11

1,400,497

2,313,875

Investment property

12

-

-

1,412,835

2,346,357

CURRENT ASSETS

Debtors

14

4,087,160

4,140,996

Cash at bank

51,159

113,016

4,138,319

4,254,012

CREDITORS

Amounts falling due within one year

15

1,202,774

637,787

NET CURRENT ASSETS

2,935,545

3,616,225

TOTAL ASSETS LESS CURRENT LIABILITIES

4,348,380

5,962,582

CREDITORS

Amounts falling due after more than one year

16

(138,889

)

(355,206

)

PROVISIONS FOR LIABILITIES

21

(2,757

)

(7,720

)

NET ASSETS

4,206,734

5,599,656

CAPITAL AND RESERVES

Called up share capital

22

1,000,000

1,000,000

Other reserves

23

400,100

400,100

Retained earnings

23

2,806,634

4,199,556

SHAREHOLDERS' FUNDS

4,206,734

5,599,656

Company's (loss)/profit for the financial year

(1,326,922

)

594,250

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

D F Hammond - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 September 2023

1,000,000

5,924,935

499

Changes in equity

Dividends

-

(76,000

)

-

Total comprehensive income

-

1,279,321

-

Balance at 31 August 2024

1,000,000

7,128,256

499

Changes in equity

Dividends

-

(66,000

)

-

Total comprehensive income

-

(168,481

)

-

Balance at 31 August 2025

1,000,000

6,893,775

499

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 September 2023

400,100

7,325,534

(11,369

)

7,314,165

Changes in equity

Dividends

-

(76,000

)

-

(76,000

)

Total comprehensive income

-

1,279,321

33,367

1,312,688

Balance at 31 August 2024

400,100

8,528,855

21,998

8,550,853

Changes in equity

Dividends

-

(66,000

)

-

(66,000

)

Total comprehensive income

-

(168,481

)

(32,141

)

(200,622

)

Balance at 31 August 2025

400,100

8,294,374

(10,143

)

8,284,231

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 September 2023

1,000,000

3,681,306

400,100

5,081,406

Changes in equity

Dividends

-

(76,000

)

-

(76,000

)

Total comprehensive income

-

594,250

-

594,250

Balance at 31 August 2024

1,000,000

4,199,556

400,100

5,599,656

Changes in equity

Dividends

-

(66,000

)

-

(66,000

)

Total comprehensive income

-

(1,326,922

)

-

(1,326,922

)

Balance at 31 August 2025

1,000,000

2,806,634

400,100

4,206,734

Cash flows from operating activities

Cash generated from operations

1

2,250,216

518,689

Interest paid

(102,042

)

(165,816

)

Interest element of hire purchase payments paid

(24,921

)

(28,692

)

Tax paid

(772,396

)

(398,784

)

Net cash from operating activities

1,350,857

(74,603

)

Cash flows from investing activities

Purchase of intangible fixed assets

(228,810

)

(126,207

)

Purchase of tangible fixed assets

(155,384

)

(427,672

)

Purchase of fixed asset investments

-

(149,999

)

Purchase of investment property

-

(254,131

)

Sale of tangible fixed assets

18,199

2,805

Sale of subsidiary (net)

315

-

Sale of investment property

1,710,670

-

Transfer of investment in associate

-

15,075

Increase in minority interest

-

21,091

Interest received

32,529

18,422

Government grants

-

1,875

Net cash from investing activities

1,377,519

(898,741

)

Cash flows from financing activities

Loan repayments in year

(558,083

)

(417,620

)

Capital repayments in year

(164,768

)

(37,607

)

Amount introduced by directors

-

43,137

Amount withdrawn by directors

(100,400

)

(310,966

)

Increase in amounts owed by associates

(732,207

)

(66,008

)

Equity dividends paid

(66,000

)

(76,000

)

Net cash from financing activities

(1,621,458

)

(865,064

)

Increase/(decrease) in cash and cash equivalents

1,106,918

(1,838,408

)

Cash and cash equivalents at beginning of year

2

1,030,112

2,868,520

Cash and cash equivalents at end of year

2

2,137,030

1,030,112