Company No: 06599124 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	64,523		52,634
Investments	5	499		499
		65,022		53,133
Current assets
Debtors	6	2,906,510		827,690
Cash at bank and in hand		1,903,888		792,050
		4,810,398		1,619,740
Creditors: amounts falling due within one year	7	( 34,733)		( 37,241)
Net current assets		4,775,665		1,582,499
Total assets less current liabilities		4,840,687		1,635,632
Net assets		4,840,687		1,635,632
Capital and reserves
Called-up share capital	8	143,913		119,251
Share premium account		6,707,905		3,423,624
Profit and loss account		( 2,011,131 )		( 1,907,243 )
Total shareholders' funds		4,840,687		1,635,632

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 Limited (registered number: 06599124) 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 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.

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.

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.

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:

Trademarks, patents and licences

23 - 26 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:

Office equipment

3 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.

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.

Fixed asset investments

Investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for relief from the recognition of share premium, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

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	6		6

3. Intangible assets

	Trademarks, patents and licences		Total
	£		£
Cost
At 01 January 2025	75,891		75,891
Additions	15,128		15,128
At 31 December 2025	91,019		91,019
Accumulated amortisation
At 01 January 2025	23,257		23,257
Charge for the financial year	3,239		3,239
At 31 December 2025	26,496		26,496
Net book value
At 31 December 2025	64,523		64,523
At 31 December 2024	52,634		52,634

4. Tangible assets

	Office equipment		Total
	£		£
Cost
At 01 January 2025	24,594		24,594
At 31 December 2025	24,594		24,594
Accumulated depreciation
At 01 January 2025	24,594		24,594
At 31 December 2025	24,594		24,594
Net book value
At 31 December 2025	0		0
At 31 December 2024	0		0

5. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	499
At 31 December 2025	499
Carrying value at 31 December 2025	499
Carrying value at 31 December 2024	499

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2025	Held
Certo Aerospace Technologies Limited	C1/C2 Southgate Commerce Park, Frome, BA11 2RY	Manufacture of air and spacecraft and related machinery	Ordinary 1p	100.00%	Direct

6. Debtors

	2025		2024
	£		£
Amounts owed by Group undertakings	2,902,833		825,706
Other debtors	3,677		1,984
	2,906,510		827,690

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	5,800		8,734
Accruals	8,082		7,656
Other creditors	20,851		20,851
	34,733		37,241

8. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
14,391,291 Ordinary £0.01 shares of £ 0.01 each (2024: 11,925,083 shares of £ 0.01 each)	143,913		119,251

In the financial year 2025, Ordinary £0.01 shares were allotted with an aggregate nominal value of £24,662.08 and consideration of 3,308,943.21 was received, with the balance being credited to the share premium account.

9. Events after the Balance Sheet date

‘Subsequent to the reporting date but prior to the signing of the financial statements, the company has obtained an additional round of investment and have issued / are in the process of issuing new shares to investors, raising gross proceeds of £4,755,803. These funds have been partially received and will continue to be received in future periods.

10. 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.