Company No: 06455570 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	25,682		0
Tangible assets	4	166,855		64,862
		192,537		64,862
Current assets
Debtors	5	503,117		267,511
Cash at bank and in hand		246,816		190,866
		749,933		458,377
Creditors: amounts falling due within one year	6	( 3,275,253)		( 1,069,534)
Net current liabilities		(2,525,320)		(611,157)
Total assets less current liabilities		(2,332,783)		(546,295)
Creditors: amounts falling due after more than one year	7	( 26,361)		( 32,687)
Net liabilities		( 2,359,144)		( 578,982)
Capital and reserves
Called-up share capital		499		499
Share premium account		3,178,032		3,178,032
Profit and loss account		( 5,537,675 )		( 3,757,513 )
Total shareholder's deficit		( 2,359,144)		( 578,982)

The 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 Certo Aerospace Technologies Limited (registered number: 06455570) were approved and authorised for issue by the Board of Directors on 22 July 2026. They were signed on its behalf by:

Mr J Tooth 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

Certo Aerospace Technologies Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C1/C2 Southgate Commerce Park, Frome, BA11 2RY, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

During the year the company reported a net loss of £2,106,213 (2024: £1,115,590) and at the year end had net liabilities of £2,685,195 (2024: £578,982). The entity continues to receive support from its parent company.

The directors also note past form on winning defence development contracts when considering the special characteristics of our aircraft, new contracts with US DoD and MOD are expected in this period. However, these cannot ever be considered as certainties until the hurdles of tendering, evaluation and contracting are successfully cleared. The directors have therefore illustrated forecasts excluding these contracts to demonstrate that the company has adequate resources to continue operating, considered here as at least twelve months from the date of the approval of these financial statements. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements. Therefore, the financial statements do not include any adjustments that would result if the group was unable to continue as a going concern.

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 at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination 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.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Intangible assets

Intangible assets are stated at cost, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost of each asset over its expected useful life as follows:

Computer software

4 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements	20 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

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 under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread 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.

Non-financial assets
At each balance sheet date, the Company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. 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 which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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 creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

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

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 deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	16		14

3. Intangible assets

	Computer software		Total
	£		£
Cost
At 01 January 2025	0		0
Additions	20,968		20,968
Transfer from tangible assets	36,833		36,833
At 31 December 2025	57,801		57,801
Accumulated amortisation
At 01 January 2025	0		0
Charge for the financial year	10,376		10,376
Transfer from tangible assets	21,743		21,743
At 31 December 2025	32,119		32,119
Net book value
At 31 December 2025	25,682		25,682
At 31 December 2024	0		0

4. Tangible assets

	Leasehold improve- ments		Plant and machinery		Vehicles		Fixtures and fittings		Office equipment		Total
	£		£		£		£		£		£
Cost
At 01 January 2025	0		43,752		13,317		20,791		57,575		135,435
Additions	78,007		40,985		16,500		299		7,401		143,192
Disposals	0		( 8,925)		( 2,917)		0		0		( 11,842)
Transfers	0		0		0		0		( 36,833)		( 36,833)
	0		0		0		0		0		0
At 31 December 2025	78,007		75,812		26,900		21,090		28,143		229,952
Accumulated depreciation
At 01 January 2025	0		13,398		7,684		11,897		37,594		70,573
Charge for the financial year	1,214		4,888		5,693		5,129		3,270		20,194
Disposals	0		( 3,010)		( 2,917)		0		0		( 5,927)
Transfers	0		0		0		0		( 21,743)		( 21,743)
At 31 December 2025	1,214		15,276		10,460		17,026		19,121		63,097
Net book value
At 31 December 2025	76,793		60,536		16,440		4,064		9,022		166,855
At 31 December 2024	0		30,354		5,633		8,894		19,981		64,862

5. Debtors

	2025		2024
	£		£
Trade debtors	53,574		9,040
Prepayments	56,813		34,653
VAT recoverable	30,214		20,302
Corporation tax	349,496		190,496
Other debtors	13,020		13,020
	503,117		267,511

6. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	6,327		6,327
Trade creditors	160,085		119,028
Amounts owed to Group undertakings	2,902,833		825,706
Amounts owed to directors	1,580		352
Accruals	78,686		23,843
Other taxation and social security	41,933		20,620
Other creditors	83,809		73,658
	3,275,253		1,069,534

Included with bank loans is £6,327 (2024: £6,327) which is secured by the UK government under the Covid-19 Bounceback Loan Scheme.

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

	2025		2024
	£		£
Bank loans	26,361		32,687

Included with bank loans is £26,361 (2024: £32,687) which is secured by the UK government under the Covid-19 Bounceback Loan Scheme.

Amounts repayable after more than 5 years are included in creditors falling due over one year:

	2025		2024
	£		£
Bank loans (repayable by instalments)	1,055		7,381

8. Financial commitments

Commitments

	2025		2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	35,493		57,193

9. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2025 was unqualified.

The audit report was signed by David Jones MSc FCA on behalf of Old Mill Audit Limited.