REGISTERED NUMBER: 01059352 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 October 2025

for

SG Aerospace (UK) Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

S J Medlock

D J Medlock

REGISTERED OFFICE:

Suite 4 33 Oldfield Road

Bath

United Kingdom

BA2 3NE

REGISTERED NUMBER:

01059352 (England and Wales)

ACCOUNTANTS:

O'Sullivan Hughes Limited

185 Wellsway

Keynsham

Bristol

BS31 1JJ

FIXED ASSETS

Investments

4

7,500

7,500

CURRENT ASSETS

Debtors

5

18,184

48,453

Cash at bank

4,395

22,205

22,579

70,658

CREDITORS

Amounts falling due within one year

6

(65

)

(65

)

NET CURRENT ASSETS

22,514

70,593

TOTAL ASSETS LESS CURRENT LIABILITIES

30,014

78,093

CAPITAL AND RESERVES

Called up share capital

30,000

30,000

Retained earnings

14

48,093

30,014

78,093

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 July 2026 and were signed on its behalf by:

D J Medlock - Director

1.	STATUTORY INFORMATION

SG Aerospace (UK) 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 principal activity of the company in the year under review was that of a management investment company.

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised 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, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors and amounts due to group undertakings are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - 2 ).

4.	FIXED ASSET INVESTMENTS

Other

investment

£

COST

At 1 November 2024

and 31 October 2025

7,500

NET BOOK VALUE

At 31 October 2025

7,500

At 31 October 2024

7,500

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

-

35,000

Other debtors

-

12,672

Directors' current accounts

18,184

781

18,184

48,453

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Tax

65

65

7.	CONTINGENT LIABILITIES

The company is party to an Omnibus Guarantee and Set-Off Agreement in favour of the company's bankers in respect of the following related companies; Chatleigh Holdings Limited, Chatleigh Limited, Anglo Welsh Limited, BuildWales Homes Limited, Beeley Wood Properties Limited, DPRS Finance Limited, Project Finance Limited, Hebron & Medlock Properties Limited, Panda Sanctuaries Holdings Limited, Panda Sanctuaries Limited, Plymouth House Offices Limited and Chatleigh Property Development Limited. As at 31 October 2025 the potential liability was £Nil (2024 : £Nil).

8.	GUARANTEES AND SECURITY

At the balance sheet date, the company had no outstanding bank borrowings or overdrafts. However, a legal charge remains registered. This agreement constitutes a fixed charge over the company's designated property assets and contains a negative pledge restricting the company from creating further charges without consent.

9.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 October 2025 and 31 October 2024:

2025

2024

£

£

D J Medlock

Balance outstanding at start of year

781

-

Amounts advanced

18,184

781

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

18,965

781

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11.	POST BALANCE SHEET EVENTS

On the 3 February 2026 the company acquired the entire share capital of Anglo Welsh Limited, Sally Narrowboats Limited, Silsden Boats Limited and Silsden Boats (Holidays) Limited from Anglo Welsh (Holdings) Limited for a total consideration of £1,200,000.

Subsequent to the balance sheet date, on 3 February 2026, the company issued 1,000,000 Non-Voting Redeemable Preference Shares of £1 each, fully paid up for a total consideration of £1,000,000. The preference shares carry a fixed cumulative preferential dividend of 2% per annum on the amounts paid up, ranking in priority to all other share classes, but do not hold any further rights to participate in profits. The shares are non-voting and are liable to be redeemed at the option of the company at any point after the first anniversary of their subscription date. On a winding up or sale, the shares carry a priority right to a repayment of capital and any outstanding dividend arrears.