wk-2025-12-31-ixbrl

Caledonian Helicopters Limited

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The audited financial statements for the year ended 31 December 2025 are set out on pages 11 to

22.

Business Review

The Company's principal activity is that of an intermediary investment holding company.

The profit for the financial year was $2,687,709 (2024: $2,703,646). Profits are generated from

interest receivable on long term loans with other group companies as the Company does not trade.

Principal risks and uncertainties

• Foreign exchange risks and controls may affect our financial position and results of

operations.

• Labour problems could adversely affect us.

• We are subject to government regulation that limits foreign ownership of aircraft companies.

• Our failure to attract and retain qualified personnel could have an adverse effect on us.

• We face substantial competition in the helicopter services sector.

• Our operations are subject to weather related and seasonal fluctuations.

• Environmental regulations and liabilities may increase our costs and adversely affect us.

• Our dependence on a small number of helicopter manufacturers poses a significant risk to or

business and prospects.

• A shortfall in availability of aircraft components and parts required for maintenance and

repairs for our aircraft and supplier cost increases could adversely affect us. And

• A major helicopter safety incident, with Bristow or beyond, which could lead our customers to

use alternative means of transportation.

Financial key performance indicators

The key performance indicators for the company are represented below:-


	2025	2024	% change
Operating (loss)/profit	$(10,587)	$2,572	512%
Profit before tax	$3,521,930	$3,550,710	(1)%

Caledonian Helicopters Limited

Directors’ statement of compliance with duty to promote the success of the Company

The directors must act in a way that they consider, in good faith, would most likely promote the

success of the Company and for the benefit of its members as a whole in accordance with section

172 of the UK Companies Act 2006. The references to employees in the below statements relates

to employees of associated companies as this Company does not employ any staff. The Directors

have regard to matters such as, but not limited to:

1) The likely consequences of long-term decisions

The directors continue to take a long-term view on the business, continuously analysing market

conditions and seeking diversification opportunities when and where they arise in order to

strengthen the business portfolio.

2) The interests of the Company’s employees

The Company prides itself on having a highly skilled, motivated, workforce working in an industry

where safety is paramount. Employees are subject to continuous training and annual reviews where

employees have the opportunity to give feedback as well as to receive feedback.

3) Business relationships with suppliers, customers, and others

The Company’s relationship with customers, Original Equipment Manufacturers (OEM) and other

suppliers are significant in maintaining the Bristow brand with regards to quality, reliability and

safety. The directors also consider the views and interests of other stakeholders relating to the

Company’s business, including the UK Civil Aviation Authority (CAA), other UK government

agencies and regulators, European and other international organisations such as the European

Union Aviation Safety Agency (EASA).

4) Impact of the Company’s operations on the community and the environment

The directors have available information and data relating to all aspects of the business, to enable

them to understand the Company’s operations and the interests and views of the key stakeholders,

including the local community and environment.

The Company has undertaken various energy efficiency measures to contribute to emission

reduction initiatives.

5) Desirability of the Company maintaining a reputation for high standards of business

conduct

The directors continue to review quality and safety in the workplace and ensure compliance under

Bristow’s Code of Business Integrity, through employees completing annual online courses.

Caledonian Helicopters Limited

6) The need to act fairly between members of the Company

The board of directors participate in board meetings frequently during which operational matters,

strategy, business risks and legal and regulatory matters are discussed. These meetings enable the

directors to keep abreast of the Company’s operations and ongoing engagement with their

stakeholders.

Directors will engage (either individually or together) directly with some of the stakeholders on

certain issues. Other times, engagement will be at an operational level, but always under the

direction and supervision of the board of directors.

This report was approved by the directors on 30 July 2026 and signed on its behalf by.

A Corbett

Director

Caledonian Helicopters Limited

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December

2025.

Directors’ responsibilities statement

The directors are responsible for preparing 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 they have elected to prepare the financial statements in accordance with UK accounting

standards and applicable law (United Kingdom Generally Accepted Accounting Practice), including

Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and

Republic of Ireland’.

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 year.

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;

• state whether applicable UK Accounting Standards have been followed, subject to any

material departures disclosed and explained in the financial statements;

• assess the Company's ability to continue as a going concern, disclosing, as applicable,

matters related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the Company

or to cease operations, or have no realistic alternative but to do so.

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 in the

financial position of the Company and to 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.

Principal activity

The Company's principal activity is as an intermediary investment holding company.

Going concern

The directors have a reasonable expectation that the Company has adequate resources to continue

in operational existence for at least 12 months from the date of approval of these financial

statements. As set out in note 1 to the financial statements, the directors continue to adopt the going

concern basis of accounting in preparing the financial statements.

Caledonian Helicopters Limited

Financial Instruments

Details of the Company's principal financial instruments are given in notes 8 and 9 to the financial

statements.

Political contributions

The Company made no political donations or incurred any political expenditure during the year

31 December 2025. (31 December 2024: $nil).

Results and dividends

The profit for the year, after taxation, amounted to $2,687,709 (31 December 2024: $2,703,646).

The Company did not pay dividends during the year ended 31 December 2025. (31 December

2024: $nil).

Directors

The directors who served during the year and up to the date of this report were:

A Corbett

C MacFarlane

The directors benefit from qualifying third party indemnity provisions in place during the financial

year and at the date of this report.

Environmental Matters

The Company is a low energy user as defined in the Streamlined Energy and Carbon Reporting

Regulations and therefore does not report its energy and carbon information.

Future developments

The directors expect the Company to continue in its current trade for the foreseeable future.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors’ report is approved has

confirmed that:

• so far as the director is aware, there is no relevant audit information of which the Company’s

auditor is unaware, and

• the director has taken all the steps that ought to have been taken as a director in order to be

aware of any relevant audit information and to establish that the Company’s auditor is aware

of that information.

Caledonian Helicopters Limited

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed

and BDO LLP, will therefore continue in office.

This report was approved by the directors on 30 July 2026 and signed on its behalf by

A Corbett

Director

Caledonian Helicopters Limited

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CALEDONIAN HELICOPTERS

LIMITED

Report on the audit of the financial statements

Opinion

In our opinion the financial statements:

• give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of

its profit 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.

We have audited the financial statements of Caledonian Helicopters Limited (“the Company”) for the

year ended 31 December 2025 which comprise the Profit and Loss Account and Other

Comprehensive Income, the Balance Sheet, the 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).

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 Auditor’s

responsibilities for the audit of the financial statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

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.

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. However, because not all future events or conditions can be

predicted, this statement is not a guarantee as to the Company's ability to continue as a going

concern.

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 included in the Annual Report, other than the financial statements and our auditor’s report

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.

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

Caledonian Helicopters Limited

course of 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.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’ report for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors’ report has been prepared in accordance with

applicable legal requirements.

•

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 Strategic Report or the

Directors’ report.

We have nothing to report in respect of the following matters in relation to which 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.

•

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement, 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 is 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.

Auditor’s 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 an auditor’s report

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. However, the primary responsibility for the

prevention and detection of fraud rests with both those charged with governance of the Company and

management.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below:

Caledonian Helicopters Limited

Non-compliance with laws and regulations

Based on:

• Our understanding of the Company and the industry in which it operates;

• Discussion with management and those charged with governance; and

• Obtaining an understanding of the Company’s policies and procedures regarding compliance

with laws and regulations.

We considered the significant laws and regulations to be UK Generally Accepted Accounting Practice,

the Companies Act 2006 and UK tax legislation.

The Company is also subject to laws and regulations where the consequence of non-compliance

could have a material effect on the amount or disclosures in the financial statements, for example

through the imposition of fines or litigations. We identified such laws and regulations to be the health

and safety legislation, anti-bribery legislation and anti-slavery legislation.

Our procedures in respect of the above included:

• Enquiries of management whether there were any litigations and claims;

• Review of minutes of meetings of those charged with governance for any instances of non-

compliance with laws and regulations;

• Review of financial statement disclosures and agreeing to supporting documentation; and

• Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud.

Our risk assessment procedures included:

• Enquiry with management and those charged with governance regarding any known or

suspected instances of fraud;

• Obtaining an understanding of the Company’s policies and procedures relating to:

◦ Detecting and responding to the risks of fraud; and

◦ Internal controls established to mitigate risks related to fraud.

• Review of minutes of meetings of those charged with governance for any known or suspected

instances of fraud;

• Discussion amongst the engagement team as to how and where fraud might occur in the

financial statements;

• Performing analytical procedures to identify any unusual or unexpected relationships that may

indicate risks of material misstatement due to fraud; and

• Considering remuneration incentive schemes and performance targets and the related

financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be management

override of controls.

Our procedures in respect of the above included:

• Testing a sample of journal entries throughout the year, which met defined risk criteria, by

agreeing to supporting documentation; and

• Assessing significant estimates made by management for bias.

On this audit, we do not believe there is a fraud risk related to revenue recognition because there are

no revenue transactions.

We also communicated relevant identified laws and regulations and potential fraud risks to all

engagement team members who were all deemed to have appropriate competence and capabilities

and remained alert to any indications of fraud or non-compliance with laws and regulations throughout

the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial

statements, recognising that the risk of not detecting a material misstatement due to fraud is higher

Caledonian Helicopters Limited

than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,

for example, forgery, misrepresentations or through collusion. There are inherent limitations in the

audit procedures performed and the further removed non-compliance with laws and regulations is

from the events and transactions reflected in the financial statements, the less likely we are to

become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor’s report 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.

Mark McCluskey (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

Glasgow, UK

31 July 2026

BDO LLP is a limited liability partnership registered in England and Wales (with registered number

OC305127).

Caledonian Helicopters Limited

PROFIT AND LOSS ACCOUNT AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025


		2025	2024
	Note	$	$


Other operating expenses		(10,587)	-
Other operating income		-	2,572
Operating (loss)/profit	2	(10,587)	2,572

Interest receivable and similar income	5	3,532,517	3,548,138
Profit before tax		3,521,930	3,550,710

Tax on profit	6	(834,221)	(847,064)

Profit for financial year		2,687,709	2,703,646


Total comprehensive income for the year		2,687,709	2,703,646

The notes on pages 14 to 22 form part of these financial statements.

Caledonian Helicopters Limited

BALANCE SHEET

AS AT 31 DECEMBER 2025


	Note	2025	2024
		$	$
Fixed Assets
Investments	7	-	-
		-	-
Current assets
Debtors: amounts falling due after more than one year	8	104,866,243	101,333,726
Debtors: amounts falling due within one year	8	189,847	189,847
Cash and cash equivalents		-	-
		105,056,090	101,523,573

Creditors: amounts falling due within one year	9	(4,438,869)	(3,594,061)

Net current assets		100,617,221	97,929,512


Net assets		100,617,221	97,929,512

Capital and reserves
Called up share capital	10	113,552,592	113,552,592
Capital redemption reserve	11	80,000,000	80,000,000
Profit and loss account	11	(92,935,371)	(95,623,080)

Shareholders' funds		100,617,221	97,929,512

The financial statements were approved and authorised for issue by the board of directors and were

signed on its behalf on 30 July 2026.

A Corbett

Director

The notes on pages 14 to 22 form part of these financial statements.

Caledonian Helicopters Limited

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025


	Called up share capital	Capital contribution reserve	Profit and loss account	Total equity
	$	$	$	$

At 1 January 2024	113,552,592	80,000,000	(98,326,726)	95,225,866

Comprehensive income for the year
Profit for the year	-	-	2,703,646	2,703,646

Total comprehensive income for the year	-	-	2,703,646	2,703,646

At 31 December 2024	113,552,592	80,000,000	(95,623,080)	97,929,512

At 1 January 2025	113,552,592	80,000,000	(95,623,080)	97,929,512

Comprehensive income for the year
Profit for the year	-	-	2,687,709	2,687,709

Total comprehensive income for the year	-	-	2,687,709	2,687,709

At 31 December 2025	113,552,592	80,000,000	(92,935,371)	100,617,221

The notes on pages 14 to 22 form part of these financial statements.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

1. Accounting Policies

1.1 Basis of preparation of financial statements

Caledonian Helicopters Limited (the “Company”) is a private limited company incorporated and

registered in United Kingdom. The registered number is 00985151 and the registered address is

Redhill Aerodrome, Kings Mill Lane, Redhill, Surrey, RH1 5JZ.

The largest and smallest group in which the results of the Company are consolidated is that headed

by Bristow Group Inc. The consolidated financial statements of Bristow Group Inc. are prepared in

accordance with United States (U.S.) Generally Accepted Accounting Principles and are available to

the public and may be obtained from 3151 Briarpark Drive, Houston, Texas, 77042.

The financial statements have been prepared in accordance with Financial Reporting Standard 102,

the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (“FRS

102”).

These financial statements have been prepared under historical cost convention except where

otherwise stated.

The functional and presentational currency of these financial statements is USD.

All amounts in these financial statements have been rounded to the nearest USD.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all

periods presented in these financial statements.

The Company is exempt by virtue of s401 of the Companies Act 2006 from the requirement to

prepare group financial statements. These financial statements present information about the

Company as an individual undertaking and not about its group.

In these financial statements, the Company is considered to be a qualifying entity (for the purposes

of this FRS) and has applied the exemptions available under FRS 102 in respect of the following

disclosures:

• Cash Flow Statement and related notes; and

• Key Management Personnel compensation.

As the consolidated financial statements of Bristow Group Inc. include the disclosures equivalent to

those required by FRS 102, the Company has also taken the exemptions available in respect of the

following disclosures:

• Certain disclosures required by FRS 102.26 Share-based Payments;

• Certain disclosures required by FRS 102.11 Basic Financial Instruments;

• Certain disclosures required by FRS 102.12 Other Financial Instrument Issues in respect

of financial instruments not falling within the fair value accounting rules of Paragraph

36(4) of Schedule 1; and

• Certain disclosures required by FRS 102.29 Income Tax in respect of Pillar Two Income

Taxes.

1.2 Use of judgements and estimates

The preparation of these financial statements in compliance with FRS 102 requires the use of

certain critical accounts estimates. It also requires management to exercise judgement in applying

the Company’s accounting policies.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

Estimates and judgements are continually evaluated and based on historical experience and other

factors, including expectations of future events that are believed to be reasonable under the

circumstances.

• Critical judgements in applying the Company’s accounting policies.

In the opinion of the directors no critical accounting judgements have been made in applying the

Company’s accounting policies.

• Critical accounting estimates and assumptions.

See impairment of financial and non-financial assets

The Company has taken advantage of the exemption available under FRS 102 from disclosing

transactions with its parent undertaking and other subsidiary undertakings where 100% of the voting

rights are controlled within the group.

1.3 Foreign currency

Items included in the financial statements of the Company are measured using the currency of the

primary economic environment in which the respective Company operates. The financial statements

are presented in USD, which is the functional and presentation currency of Caledonian Helicopters

Limited

Transactions in foreign currencies are translated to the Company’s functional currency at the foreign

exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in

foreign currencies at the balance sheet date are retranslated to the functional currency at the

foreign exchange rate ruling at that date.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign

currency are translated using the exchange rate at the date of the transaction. Foreign exchange

differences arising on translation are recognised in the profit and loss account.

1.4 Going concern

Notwithstanding net current liabilities of $4,249,022 (excluding debtors receivable after more than

one year) as at 31 December 2025 the financial statements have been prepared on a going concern

basis which the directors consider to be appropriate for the following reasons.

The directors have evaluated the Company’s third party financial obligations and considered the

income and costs recharged by and to fellow Bristow Group subsidiaries, including reasonably

possible downsides, for a period of 12 months from the date of approval of these financial

statements (‘the forecast period’). The directors’ evaluation reflects how the Company has no

significant forecast cash outflows or financial commitments to counterparties which are outside of

the Bristow Group.

The Company’s going concern is dependent on Bristow Group not seeking repayment of the

amounts currently due to the group, which at 31 December 2025 amounted to $3,604,628 (due

within one year) and providing additional financial support during that period. Bristow Group 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 amounts due at the balance sheet date, for the

period covered by the forecasts. As with any company placing reliance on other group companies

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.

The Company’s activities and purpose as an intermediary investment holding company are

dependent upon the overall continuing operation of Bristow Group Inc. The directors have made

enquiries relating to the financial performance and position of Bristow Group Inc., as at the date of

approval of these financial statements. No matters which may reasonably possibly impact the ability

of the Company to continue as a going concern have been identified from these enquiries.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

Consequently, the directors are confident that the Company will have sufficient funds to continue to

meet its liabilities as they fall due for at least twelve months from the date of approval of the

financial statements and therefore have prepared the financial statements on a going concern basis.

1.5 Interest receivable and payable

Interest income and interest payable are recognised on a pro rata basis, taking account of the

effective interest rate of the assets and liabilities to which they relate.

1.6 Taxation

Tax on the profit or loss 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 directly in equity or

other comprehensive income, in which case it is recognised directly in equity or other

comprehensive income.

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year,

using tax rates enacted or substantially enacted at the balance sheet date, and any adjustments to

tax payable in respect of previous years.

Deferred tax

Deferred tax is provided on timing differences which arise from the inclusion of income and

expenses in tax assessments in periods different from those in which they are recognised in the

financial statements. The following timing differences are not provided for: differences between

accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions

for retaining the tax allowances have been met; and differences relating to investments in

subsidiaries, to the extent that it is not probable that they will reverse in the foreseeable future and

the reporting entity is able to control the reversal of the timing difference.

Deferred tax is not recognised on permanent differences arising because certain types of income or

expense are non-taxable or are disallowable for tax or because certain tax charges or allowances

are greater or smaller than the corresponding income or expense.

Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences

between the amount at which an asset (other than goodwill) or liability is recognised in a business

combination and the corresponding amount that can be deducted or assessed for tax.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related

difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax

balances are not discounted.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is

probable that they will be recovered against the reversal of deferred tax liabilities or other future

taxable profits.

1.7 Classification of financial instruments

In accordance with FRS 102.22, financial statements issues by the Company are treated as

equity only to the extent that they meet the following two conditions:

(a)they include no contractual obligations upon the Company to deliver cash or other

financial assets or to exchange financial assets or financial liabilities with another

party under conditions that are potentially unfavourable to the Company; and

(b) where the instrument will or may be settled in the Company's own equity instruments,

it is either a non-derivative that includes no obligation to deliver a variable number of

the Company's own equity instruments or is a derivative that will be settled by the

Company's exchanging a fixed amount of cash or other financial assets for a fixed

number of its own equity instruments.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

1.8 Impairment of financial and non-financial assets

Financial assets (including trade and other debtors)

A financial asset not carried at a fair value through profit or loss is assessed at each reporting

date to determine whether there is objective evidence that it is impaired, including but not

limited to considerations around cash sweep account system, the net asset or liability position

of the debtor, and forward-looking information such as cashflow projections. A financial asset

is impaired if objective evidence indicates that a loss event has occurred after the initial

recognition of the asset, and that the loss event had a negative effect on the estimated future

cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated at

the difference between its carrying amount and the present value of estimated future cash

flows discounted at the asset’s original effective interest rate. For financial instruments

measured at cost less impairment an impairment is calculated as the difference between its

carrying amount and the best estimate of the amount that the company would receive for the

asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be

recognised through the unwinding of the discount. Impairment losses are recognised in profit

or loss. When a subsequent event causes the amount of impairment loss to decrease, the

decrease in impairment loss is reversed through profit and loss.

Non-financial assets

The carrying amount of the Company’s non-financial assets, other than inventories and

deferred tax 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 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 risk 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 or its CGU exceeds its

estimated recoverable amount. Impairment losses are recognised in profit or loss.

Impairment losses recognised are reversed only if the reasons for the impairment have

ceased to apply.

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 asset’s carrying amount does not exceed the carrying amount that

would have been determined, net of depreciation or amortisation, if no impairment loss has

been recognised.

1.9 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.10 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are

measured initially at fair value, net of transaction costs, and are measured subsequently at

amortised cost using the effective interest method, less any impairment.

1.11 Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank

loans, are measured initially at fair value, net of transaction costs, and are measured subsequently

at amortised cost using the effective interest method.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

2. Operating (loss)/profit

The operating (loss)/profit is stated after charging/(crediting):


	31 December 2025	31 December 2024
	$	$
Exchange losses/(gains)	10,587	(2,573)
Provision for doubtful debt	-	151,653

3. Auditor's Remuneration

Audit fees for the Company of $10,088 (2024: $20,665) were borne by another company, Bristow

Helicopters Limited.

4. Staff Numbers and Costs

The Company has no employees. The directors who served during the current and prior years were

employees of another group company. Any amounts that would be attributable to the Company for

the director's qualifying services in the current and prior year would be trivial. There has been no

charge in respect of qualifying services for the Company in the current or prior years.

5. Interest Receivable and Similar Income


	31 December 2025	31 December 2024
	$	$
Interest receivable from group companies	3,532,517	3,542,196
Other interest receivable	–	5,942
	3,532,517	3,548,138

6. Taxation


	31 December 2025	31 December 2024
	$	$
Corporation tax
Group relief payable on profits for the year	834,221	846,033
Adjustments in respect of previous periods		1,031
	834,221	847,064
Foreign tax
Foreign tax in respect of prior periods	–	–
	–	–
Total current tax	834,221	847,064
Deferred tax	–	–

Tax on profit	834,221	847,064

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax

in the UK of 25% (2024 - 25%). The differences are explained below:


	2025	2024
	$	$
Profit before tax	3,521,930	3,550,710
Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	880,483	887,678
Effects of:
Expenses not deductible for tax purposes	–	–
Adjustments to tax charge in respect of prior periods	–	1,031
Transfer pricing adjustments	(46,262)	(41,645)
Group relief claimed	(834,221)	(846,033)
Payment for group relief	834,221	846,033
Total tax charge for the year	834,221	847,064

Factors that may affect future tax charges

Global minimum top-up tax (Pillar Two)

The Group operates in jurisdictions, including the UK, that have enacted legislation implementing

the OECD Pillar Two global minimum tax rules, effective from 1 January 2024.

For the year ended 31 December 2025, the Group has reassessed its exposure to the Pillar Two

rules. Based on the Group’s current assessment, any Pillar Two top‑up tax exposure is expected to

be immaterial. No significant current or deferred tax impacts have arisen for this entity as a result of

the legislation.

The Pillar Two Global Anti‑Base Erosion (GloBE) rules introduced by the Organisation for Economic

Co-operation and Development apply to multinational enterprise groups with consolidated annual

revenue of at least €750 million.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

7. Investments


	Investments in subsidiary companies
	$
Cost
At 1 January 2025	121,566,615
At 31 December 2025	121,566,615

Impairment
At 1 January 2025	121,566,615
At 31 December 2025	121,566,615

Net book value
At 31 December 2025	-
At 31 December 2024	-

SUBSIDIARY UNDERTAKINGS

The following were subsidiary undertakings of the Company:


Name	Registered office	Principal activity	Class of shares	Holding
Bristow Southeast Asia Limited	Redhill Aerodrome, Redhill, Surrey, RH1 5JZ	Provide helicopter services	Ordinary	100%
Bristow Helicopters Australia Pty Ltd	4 Lancaster Road, Marrara, NT 0812, Australia	Provide helicopter services	Ordinary	100%
Capiteq Pty Limited	4 Lancaster Road, Marrara, NT 0812, Australia	Provide engineering services	Ordinary	100%
Aircrew Logistics Pty Ltd	4 Lancaster Road, Marrara, NT 0812, Australia	Provide fixed wing services	Ordinary	100%
Aircraft Logistics Pty Ltd	4 Lancaster Road, Marrara, NT 0812, Australia	Provide aircraft lease rentals	Ordinary	100%

The Company has a direct investment in Bristow Southeast Asia Limited, all other investments are

indirect.

During the year Bristow Management Services Pty Ltd was dissolved.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

8. Debtors


	2025	2024
	$	$
Debtors
Due after one year
Amounts owed by group undertakings	104,866,243	101,333,726
	104,866,243	101,333,726

Due within one year
Amounts owed by group undertakings	189,847	189,847
	189,847	189,847

Amounts owed by group undertakings due within one year are non interest bearing and are

repayable on demand.

Amounts owed by group undertakings due after one year accrue interest at 4% and 6.4% per

annum and are payable from 2028 to 2030.

9. Creditors


	2025	2024
	$	$
Creditors: amounts falling due within one year
Amounts owed to group undertakings	3,604,628	2,748,009
Amounts owed to related parties	20	19
Group relief payable	834,221	846,033
	4,438,869	3,594,061

Amounts owed by group undertakings due within one year are non interest bearing and are

repayable on demand.

10. Share Capital


	2025	2024
	$	$
Allotted, called up and fully paid
58,272,970 (2024 - 58,272,970) Ordinary shares of £1.00 each	113,552,592	113,552,592

The share capital of the Company is denominated in GBP and is converted at the exchange rate

ruling on the date of issue.

11. Reserves

Capital contribution reserve

Represents capital contributions received by the Company.

Profit and loss account

Includes all current and prior period retained profits and losses.

Caledonian Helicopters Limited

NOTES TO THE FINANCIAL STATEMENTS

12. Related Party Transactions


	2025	2024
	$	$
Amounts payable to group company which is not fully owned	20	19

13. Ultimate Parent Undertaking and Controlling Party

The directors regard Bristow Aviation Holdings Limited, a company incorporated and registered in

England and Wales, as the ultimate parent company and the ultimate controlling party.

The Immediate Parent is United Helicopters Limited, a company incorporated and registered in

England and Wales.

The largest and smallest group in which the results of the Company are consolidated is that headed

by Bristow Group Inc., incorporated in the State of Delaware, United States of America. No other

financial statements include the results of the Company. Copies of Bristow Group Inc., consolidated

financial statements are available from 3151 Briarpark Drive, Houston, Texas, 77042.


REGISTERED OFFICE		Redhill Aerodrome,
		Kings Mill Lane,
		Redhill
		Surrey, RH1 5JZ