Company No: 07120913 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	G B N Cardozo MBE
	P S Dunn (Resigned 16 March 2026)
	A E Head
	G M Zambellas

REGISTERED OFFICE	22 Chancery Lane
	London
	WC2A 1LS
	United Kingdom

COMPANY NUMBER

07120913 (England and Wales)

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	1,133		833
Tangible assets	4	256,130		274,743
Investments	5	417		417
		257,680		275,993
Current assets
Stocks		1,118,880		336,613
Debtors	6	2,259,346		1,068,581
Cash at bank and in hand		518,407		311,003
		3,896,633		1,716,197
Creditors: amounts falling due within one year	7	( 1,237,673)		( 236,464)
Net current assets		2,658,960		1,479,733
Total assets less current liabilities		2,916,640		1,755,726
Creditors: amounts falling due after more than one year	8	( 2,873,729)		( 2,212,510)
Provision for liabilities	9	( 50,000)		( 50,000)
Net liabilities		( 7,089)		( 506,784)
Capital and reserves
Called-up share capital		100		100
Other reserves		33,592		0
Profit and loss account		( 40,781 )		( 506,884 )
Total shareholder's deficit		( 7,089)		( 506,784)

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Rotron Aerospace Limited (registered number: 07120913) were approved and authorised for issue by the Board of Directors on 05 June 2026. They were signed on its behalf by:

A E Head Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Rotron Aerospace Limited (the Company) is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 07120913). The registered office address is 9 Chaldicott Barns, Tokes Lane, Semley, Shaftesbury, SP7 9AW, England, United Kingdom.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Group accounts exemption

Group accounts exemption s399
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Contract turnover represents amounts earned from contracts with customers and is recognised when control of the promised goods transfers to the customer, in an amount that reflects the consideration to which the Company expects to be entitled. Where a contract contains more than one performance obligation, the transaction price is allocated to each obligation based on their relative standalone selling prices. Contract turnover is recognised over time where the customer simultaneously receives and consumes the benefits of the Company’s performance, controls the asset as it is created, or where the Company has an enforceable right to payment for performance completed to date; otherwise, revenue is recognised at a point in time when control transfers. The Company measures progress towards completion of a performance obligation using the input method, based on costs incurred at the period end as a proportion of total expected costs for the contract.

Employee benefits

Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Taxation

Current tax
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

The R&D expenditure credit (RDEC) is recognised as other operating income in the profit and loss account in the period in which the related expenditure is incurred.

Deferred tax
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

· The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
· Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and Laws that have been enacted or substantively enacted by the balance sheet date

Intangible assets

Patents are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation is calculated to write off the cost of the patents in equal annual instalments over their useful life of 10 years.

Other intangible assets

10 years straight line

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Land and buildings	10 years straight line
Plant and machinery	15 years straight line
Vehicles	4 years straight line
Fixtures and fittings	4 years straight line
Office equipment	4 years straight line
Other property, plant and equipment	4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Fixed asset investments

Fixed asset investments comprise of investments in subsidiary companies. These investments are initially measured at cost less subsequent impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials and sub-contract work. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company's cash management.

Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its Liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Convertible loan notes
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Provisions

Provisions for dilapidations are recognised based on the present obligation to restore leasehold premises to their original condition.

The amount recognised as a provision is the management’s best estimate of the consideration required to settle that obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation.

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. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	21		21

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2025	1,000		1,000
Additions	440		440
At 31 December 2025	1,440		1,440
Accumulated amortisation
At 01 January 2025	167		167
Charge for the financial year	140		140
At 31 December 2025	307		307
Net book value
At 31 December 2025	1,133		1,133
At 31 December 2024	833		833

4. Tangible assets

	Land and buildings		Plant and machinery		Vehicles		Fixtures and fittings		Office equipment		Other property, plant and equipment		Total
	£		£		£		£		£		£		£
Cost
At 01 January 2025	20,906		378,740		24,695		53,784		149,144		7,962		635,231
Additions	0		6,471		0		0		27,607		2,031		36,109
At 31 December 2025	20,906		385,211		24,695		53,784		176,751		9,993		671,340
Accumulated depreciation
At 01 January 2025	4,834		165,517		14,491		48,302		124,796		2,548		360,488
Charge for the financial year	2,091		25,532		6,174		3,139		15,582		2,204		54,722
At 31 December 2025	6,925		191,049		20,665		51,441		140,378		4,752		415,210
Net book value
At 31 December 2025	13,981		194,162		4,030		2,343		36,373		5,241		256,130
At 31 December 2024	16,072		213,223		10,204		5,482		24,348		5,414		274,743

5. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	417
	0
At 31 December 2025	417
Carrying value at 31 December 2025	417
Carrying value at 31 December 2024	417

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2025	Ownership 31.12.2024
Rotron Power Inc.	P.O. Box 33472 Washington DC 20033-0742	Manufacture of air and spacecraft and related machinery	Ordinary	100.00%	100.00%

6. Debtors

	2025		2024
	£		£
Trade debtors	127,532		50,451
Amounts owed by group undertakings	1,072,195		699,864
Prepayments and accrued income	452,616		30,232
VAT recoverable	35,742		0
Corporation tax	571,261		288,034
	2,259,346		1,068,581

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	9,750		9,750
Trade creditors	335,849		83,458
Accruals	607,891		61,847
Other taxation and social security	145,674		34,808
Other creditors	138,509		46,601
	1,237,673		236,464

8. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Bank loans	15,650		21,512
Convertible loan notes	489,783		0
Other loans	2,368,296		2,190,998
	2,873,729		2,212,510

Convertible loan notes comprise a principal value of £510,000 plus interest, discounted to present value, with a maturity date in February 2027. They are secured by way of a first fixed charge over the company’s assets.

Other loans comprise long-term debt of £2,000,000 plus interest, repayable in November 2026. The loan is personally guaranteed by one of the directors.

9. Provision for liabilities

	2025		2024
	£		£
Other provisions	50,000		50,000

	Other		Total
	£		£
At 01 January 2025	50,000		50,000
At 31 December 2025	50,000		50,000

Other provisions relates to provisions for dilapidations.

10. Commitments under operating leases

At 31 December the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

	2025		2024
	£		£
Not later than 1 year	87,500		87,500
Later than 1 year and not later than 5 years	350,000		350,000
Later than 5 years	96,875		184,375
	534,375		621,875