Trustair Limited - Limited company accounts 25.1

REGISTERED NUMBER: 02496910 (England and Wales)

Trustair Limited

Report of the Directors and

Financial Statements

for the Year Ended 31 March 2026

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

K Revitt

ML Widders

SECRETARY:

O Blythe

REGISTERED OFFICE:

Lynton House Ackhurst Park

Foxhole Road

Chorley

Lancashire

PR7 1NY

REGISTERED NUMBER:

02496910 (England and Wales)

AUDITORS:

McMillan & Co LLP

Chartered Accountants and

Statutory Auditor

28 Eaton Avenue

Matrix Office Park

Buckshaw Village

Chorley

Lancashire

PR7 7NA

The directors present their report with the financial statements of the company for the year ended 31 March 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report.

K Revitt

ML Widders

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 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 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, McMillan & Co LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

ML Widders - Director

2 July 2026

Opinion

We have audited the financial statements of Trustair Limited (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 March 2026 and of its 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 company 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 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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, 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships; and

-

tested journal entries to identify unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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.

Neil McMillan FCA (Senior Statutory Auditor)

for and on behalf of McMillan & Co LLP

Chartered Accountants and

Statutory Auditor

2 July 2026

TURNOVER

274

300

Cost of sales

505

933

GROSS LOSS

(231

)

(633

)

Administrative expenses

18

31

OPERATING LOSS

5

(249

)

(664

)

Interest receivable and similar income

-

1

LOSS BEFORE TAXATION

(249

)

(663

)

Tax on loss

7

(62

)

(47

)

LOSS FOR THE FINANCIAL YEAR

(187

)

(616

)

LOSS FOR THE YEAR

(187

)

(616

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(187

)

(616

)

FIXED ASSETS

Tangible assets

8

-

1,100

CURRENT ASSETS

Stocks

-

2

Debtors

9

30

252

Cash at bank

178

12

208

266

CREDITORS

Amounts falling due within one year

10

204

1,874

NET CURRENT ASSETS/(LIABILITIES)

4

(1,608

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

4

(508

)

PROVISIONS FOR LIABILITIES

11

-

111

NET ASSETS/(LIABILITIES)

4

(619

)

CAPITAL AND RESERVES

Called up share capital

12

-

Share premium

3,810

3,000

Retained earnings

(3,806

)

(3,619

)

SHAREHOLDERS' FUNDS

4

(619

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 2 July 2026 and were signed on its behalf by:

ML Widders - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

Balance at 1 April 2024

-

(3,003

)

3,000

(3

)

Changes in equity

Total comprehensive income

-

(616

)

-

(616

)

Balance at 31 March 2025

-

(3,619

)

3,000

(619

)

Changes in equity

Total comprehensive income

-

(187

)

-

(187

)

Issue of share capital

-

810

Balance at 31 March 2026

-

(3,806

)

3,810

4

1.	STATUTORY INFORMATION

Trustair Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

All amounts in the financial statements have been rounded to the nearest £1,000.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements are prepared on a going concern basis notwithstanding that the Company has reported a loss after tax of £187,000 for the year to 31 March 2026 (2025: £616,000) and as at that date had net current assets of £4,000 (2025: £1,608,000 net current liabilities).

The company sold its main trading asset, the helicopter, in the year. The directors have refocussed the business as a cost centre for air travel of the wider group.

Wordon Limited, the ultimate parent company is wholly controlled by the trustees of a discretionary trust, the potential beneficiaries of which are certain members of the family of Mr TJ Hemmings. The support of the ultimate shareholder has been provided in prior years. Support amounting to a £4,125,750 loan as at 31 March 2022 was provided to the Company via its immediate holding company, Grovemoor Limited. This has been partially repaid, leaving a balance due of £142,000. This loan and any other provided directly or indirectly by the ultimate controlling party remain outstanding and have no fixed repayment date.

The company has prepared cash flow forecasts for the 12 month period from the date of approval of these financial statements, which show that the Company will require further financial support.

Those forecasts are dependent on Grovemoor Limited not seeking repayment of the amounts currently due to it and providing additional financial support during that period. Grovemoor Limited has indicated its intention to continue to make available such funds as are needed by the Company and that it does not intend to seek repayment of the amount due to it at the balance sheet date for the period covered by the forecasts. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue, although at the date of approval of these financial statements they have no reason to believe that it will not do so.

However, the ability of Grovemoor Limited to continue to provide this support is dependent on it receiving continued funding from the Company's ultimate controlling party and its willingness to provide such support is uncertain given the services provided by the Company are not integral to the activities of the wider group.

Based on these indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. However, these circumstances represent a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern, and therefore, to continue realising its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from this basis of preparation being inappropriate.

Significant judgements and estimates

The Directors are required to consider the carrying value of the Company's aircraft at each balance sheet date. In doing so, their view on the market value is determined using the knowledge of the Company's pilot and the best available market evidence. The aircraft has been sold during the current year, however last year an impairment provision of £161,000 was provided.

Turnover

Turnover represents the amounts (excluding value added tax) derived from the provision of services to customers during the year. All turnover arises in the United Kingdom.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

10% on reducing balance

Impairment of non-financial assets

The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").

An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the assets' carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company makes employer contributions to defined contribution pension schemes on behalf of certain of its employees. Contributions are charged to the profit or loss account as they become payable.

3.	EMPLOYEES AND DIRECTORS

2026

2025

£'000

Wages and salaries

71

105

Social security costs

6

12

Other pension costs

3

8

80

125

The average number of employees during the year was as follows:

2026

2025

Directors

2

Pilots

1

3

4.	DIRECTORS' EMOLUMENTS

No emoluments were paid to the directors of the company during the year (2025: £Nil).

The directors of the Company are employed and remunerated by other related companies. There has been no attribution of their remuneration to directors' emoluments of the Company, as their services as directors of the Company are not considered to be significant in relation to their overall duties.

5.	OPERATING LOSS

The operating loss is stated after charging:

2026

2025

£'000

Depreciation - owned assets

37

301

Loss on disposal of fixed assets

51

-

6.	AUDITORS' REMUNERATION

2026

2025

£'000

Fees payable to the company's auditors for the audit of the
company's financial statements

6

7.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2026

2025

£'000

Current tax:

UK corporation tax

49

(101

)

Adjustment for earlier years

-

119

Total current tax

49

18

Deferred tax

(111

)

(65

)

Tax on loss

(62

)

(47

)

UK corporation tax has been charged at 25% (2025 - 25%).

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is the same as the standard rate of corporation tax in the UK.

2026

2025

£'000

Loss before tax

(249

)

(663

)

Loss multiplied by the standard rate of corporation tax in the UK of
25% (2025 - 25%)

(62

)

(166

)

Effects of:

Adjustments to tax charge in respect of previous periods

-

119

Total tax credit

(62

)

(47

)

8.	TANGIBLE FIXED ASSETS

Plant and

machinery

£'000

COST

At 1 April 2025

6,027

Disposals

(6,026

)

At 31 March 2026

1

DEPRECIATION

At 1 April 2025

4,927

Charge for year

37

Eliminated on disposal

(4,963

)

At 31 March 2026

1

NET BOOK VALUE

At 31 March 2026

-

At 31 March 2025

1,100

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£'000

Trade debtors

3

-

Amounts owed by group undertakings

10

141

Amounts owed by associates

-

41

VAT

-

16

Prepayments and accrued income

17

54

30

252

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£'000

Amounts owed to group undertakings

191

1,852

Social security and other taxes

1

5

Accruals and deferred income

12

17

204

1,874

11.	PROVISIONS FOR LIABILITIES

2026

2025

£'000

Deferred tax

-

111

Deferred tax

£'000

Balance at 1 April 2025

111

Provided during year

(111

)

Balance at 31 March 2026

-

Deferred tax has been provided at 25%.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

227

Ordinary

£1

227

200

27 Ordinary shares of £1 each were allotted as fully paid at a premium of £29,999 per share during the year.

13.	RELATED PARTY DISCLOSURES

The company made charges for the leasing of aircraft to companies owned by Worden Limited, amounting to £192,000 (2025: £299,000). At the year end a total of £10,000 (2025: £41,000) remained outstanding.

During the year the company incurred landing fee charges of £1,200 (2025: £1,000) from Gleadhill House Stud Limited. £nil (2025: £nil) was outstanding at the year end.

During the year the company claimed group tax losses with a value of £49,000 (2025: £101,000 surrendered to) from Northern Trust Company Limited. At the year end there was an outstanding balance of £49,000 (2025: £141,000).

The company has a loan outstanding to its parent company of £142,000 (2025: £1,852,000). The loan has no set repayment terms and no interest is payable.

All of the above are related by virtue of being ultimately controlled by the same ultimate controlling party (see note 14).

14.	ULTIMATE CONTROLLING PARTY

The Company’s immediate parent undertaking is Grovemoor Limited, a company registered in the Isle of Man.

The ultimate parent company is Wordon Limited, a company registered in the Isle of Man. The accounts of both companies are not available to the public.

The ultimate controlling party of Wordon Limited are the trustees of a discretionary trust. The potential beneficiaries of this trust are certain members of the family of Mr TJ Hemmings.

Neither Grovemoor Limited or Wordon Limited prepare consolidated financial statements.