REGISTERED NUMBER: 12747384 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

J.J. CHURCHILL (HOLDINGS) LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

R A Alessi Jr.

M Cooper

R Cruz

REGISTERED OFFICE:

Station Road

Market Bosworth

Nuneaton

Warwickshire

CV13 0PF

REGISTERED NUMBER:

12747384 (England and Wales)

AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

The directors present their strategic report of the company and the group for the year ended 31 March 2026.

REVIEW OF BUSINESS

J.J. Churchill (Holdings) Ltd is the Holding company for a Tier 1, make-to-print, precision engineering supplier. Founded 89 years ago, the Company specialises in the manufacture of gas-turbine blades for the aerospace and industrial power generation markets. The Company operates in compliance with AS9100 and the relevant NADCAP and customer-specific approvals and certifications.

The Group's principal activity is the manufacture of components for the business-jet sector, which is

complemented and increasingly balanced by its industrial gas-turbine activities. Market conditions in the

business-jet sector remained positive during 2025 and into 2026, with underlying customer demand remaining

strong. However, the Group's ability to convert this demand into planned output was significantly affected

during the year by disruption within the supply chain of its largest customer.

Significant efforts have been made by the Group and its customer to address and mitigate these supply

chain challenges, and the 2026/27 financial year has commenced with a significantly improved level of

operational activity.

The Group was successful in securing a significant new industrial gas-turbine customer in the United

States in 2023. Since then, the relationship has developed further, resulting in a number of significant

opportunities for growth, which the Group is now progressing into production. The Group forecasts

growth of more than 300% in its industrial gas-turbine revenues during 2026/27. This growth is expected to

provide an increasing degree of strategic diversification and balance to the Group's aerospace activities.

ANALYSIS USING FINANCIAL KEY PERFORMANCE INDICATORS

Revenue for the year was £24.0m (2025: £25.3m). Despite the reduction in reported revenue, underlying

sales volumes increased strongly. The decrease principally reflects a transition during the year to free-issue

materials for the Group's largest customer, resulting in a corresponding reduction in sales prices.

The Group reported a loss before tax of £2.5m (2025: £1.9m loss), principally reflecting the impact of

ongoing supply chain disruption on production volumes and operational efficiency.

Significant revenue growth and a return to profitability are forecast for 2026/27. Capital expenditure of £1.3m

(2025: £0.1m) reflects the commencement of a programme of investment to support the Group's anticipated growth.

At the year-end, the Group's liabilities exceeded its assets by £2.6m (2025: £1m). However, liquidity has

improved significantly, with the Group reporting net current assets of £6.6m (2025: £0.4m net current

liabilities). The Group's ability to continue to meet its obligations and achieve its planned objectives is

dependent upon the continued support of its shareholders and other stakeholders. The shareholders have

provided a letter of support to 31 October 2027, and the Directors have concluded that additional funding

would be available if required.

Having considered the Group's forecasts and cash flow projections for the financial years ending 31

March 2027 and 31 March 2028, the Directors have a reasonable expectation that the Group will have

adequate resources to continue operating for the foreseeable future. Accordingly, the financial statements

have been prepared on a going concern basis.

ON BEHALF OF THE BOARD:

M Cooper - Director

29 October 2026

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

DIVIDENDS

No dividends will be distributed 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.

R A Alessi Jr.

M Cooper

R Cruz

Other changes in directors holding office are as follows:

A J Churchill - resigned 2 January 2026

DISCLOSURE IN THE STRATEGIC REPORT

Future developments, which are required under Sch. 7 to be disclosed in the directors' report, are set out in the strategic report instead, in accordance with s.414C(11) CA 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

AUDITORS

The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Cooper - Director

29 October 2026

Opinion

We have audited the financial statements of J.J. Churchill (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 March 2026 and of the group's 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 group 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 group's and the parent 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 Group Strategic Report and 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Statement of Directors' Responsibilities set out on page four, 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 group's and the parent 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 group or the parent 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 industry 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;

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;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or 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;

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

- reviewing correspondence with HMRC and other relevant parties.

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.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Vivian Shadbolt BSc FCA (Senior Statutory Auditor)

for and on behalf of Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

29 October 2026

TURNOVER

3

23,989

25,263

Cost of sales

21,278

22,859

GROSS PROFIT

2,711

2,404

Distribution costs

451

459

Administrative expenses

3,822

2,990

4,273

3,449

OPERATING LOSS

5

(1,562

)

(1,045

)

Interest payable and similar expenses

6

820

774

Other finance costs

21

71

81

891

855

LOSS BEFORE TAXATION

(2,453

)

(1,900

)

Tax on loss

7

(598

)

(597

)

LOSS FOR THE FINANCIAL YEAR

(1,855

)

(1,303

)

Loss attributable to:

Owners of the parent

(1,855

)

(1,303

)

LOSS FOR THE YEAR

(1,855

)

(1,303

)

OTHER COMPREHENSIVE INCOME

Actuarial gains/(losses) from assets

107

(406

)

Actuarial gains/(losses) from

a change in financial assumptions

240

604

Actuarial gains/(losses) from

a change in demographic assumptions

-

27

Actuarial gains/(losses) from experience

(15

)

14

Income tax relating to components of other comprehensive income

(60

)

(158

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

272

81

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,583

)

(1,222

)

Total comprehensive income attributable to:

Owners of the parent

(1,583

)

(1,222

)

FIXED ASSETS

Intangible assets

9

(886

)

(1,360

)

Tangible assets

10

3,791

3,639

Investments

11

-

-

2,905

2,279

CURRENT ASSETS

Stocks

12

4,441

9,641

Debtors

13

7,453

8,170

Cash at bank

1,839

644

13,733

18,455

CREDITORS

Amounts falling due within one year

14

7,151

18,882

NET CURRENT ASSETS/(LIABILITIES)

6,582

(427

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,487

1,852

CREDITORS

Amounts falling due after more than one year

15

(11,223

)

(1,484

)

PENSION LIABILITY

22

(876

)

(1,397

)

NET LIABILITIES

(2,612

)

(1,029

)

CAPITAL AND RESERVES

Called up share capital

20

1,552

1,552

Share premium

21

5,541

5,541

Retained earnings

21

(9,705

)

(8,122

)

SHAREHOLDERS' FUNDS

(2,612

)

(1,029

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2026 and were signed on its behalf by:

M Cooper - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

503

503

503

503

CURRENT ASSETS

Debtors

13

8,269

8,216

CREDITORS

Amounts falling due within one year

14

2,279

1,951

NET CURRENT ASSETS

5,990

6,265

TOTAL ASSETS LESS CURRENT LIABILITIES

6,493

6,768

CAPITAL AND RESERVES

Called up share capital

20

1,552

1,552

Share premium

21

5,541

5,541

Retained earnings

21

(600

)

(325

)

SHAREHOLDERS' FUNDS

6,493

6,768

Company's loss for the financial year

(275

)

(188

)

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 29 October 2026 and were signed on its behalf by:

M Cooper - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 April 2024

1,552

(6,900

)

5,541

193

Changes in equity

Total comprehensive income

-

(1,222

)

-

(1,222

)

Balance at 31 March 2025

1,552

(8,122

)

5,541

(1,029

)

Changes in equity

Total comprehensive income

-

(1,583

)

-

(1,583

)

Balance at 31 March 2026

1,552

(9,705

)

5,541

(2,612

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 April 2024

1,552

(137

)

5,541

6,956

Changes in equity

Total comprehensive income

-

(188

)

-

(188

)

Balance at 31 March 2025

1,552

(325

)

5,541

6,768

Changes in equity

Total comprehensive income

-

(275

)

-

(275

)

Balance at 31 March 2026

1,552

(600

)

5,541

6,493

Cash flows from operating activities

Cash generated from operations

1

3,102

1,556

Interest paid

(547

)

(774

)

Net cash from operating activities

2,555

782

Cash flows from investing activities

Purchase of tangible fixed assets

(625

)

(129

)

Net cash from investing activities

(625

)

(129

)

Cash flows from financing activities

Capital repayments in year

(737

)

(938

)

Net cash from financing activities

(737

)

(938

)

Increase/(decrease) in cash and cash equivalents

1,193

(285

)

Cash and cash equivalents at beginning of year

2

644

929

Cash and cash equivalents at end of year

2

1,839

644

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£'000

£'000

Loss before taxation

(2,453

)

(1,900

)

Depreciation charges

688

842

Pension scheme costs

(71

)

(81

)

Finance costs

891

855

(945

)

(284

)

Decrease/(increase) in stocks

5,200

(1,686

)

Decrease/(increase) in trade and other debtors

1,256

(1,422

)

(Decrease)/increase in trade and other creditors

(2,409

)

4,948

Cash generated from operations

3,102

1,556

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2026

31.3.26

1.4.25

£'000

£'000

Cash and cash equivalents

1,839

644

Year ended 31 March 2025

31.3.25

1.4.24

£'000

£'000

Cash and cash equivalents

644

929

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.4.25

Cash flow

changes

At 31.3.26

£'000

£'000

£'000

£'000

Net cash

Cash at bank

644

1,195

1,839

644

1,195

1,839

Debt

Finance leases

(2,470

)

737

(1,102

)

(2,835

)

Debts falling due

within 1 year

(1,626

)

-

(53

)

(1,679

)

Debts falling due

after 1 year

-

-

(8,883

)

(8,883

)

(4,096

)

737

(10,038

)

(13,397

)

Total

(3,452

)

1,932

(10,038

)

(11,558

)

1.	STATUTORY INFORMATION

J.J. Churchill (Holdings) 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 General Information page.

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

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The Group incurred a loss before tax of £2.5m during the year ended 31 March 2026 and, as at

that date, its liabilities exceeded its assets by £2.6m. The Group is forecast to return to profitability

in the year ending 31 March 2027, with a profit before tax of approximately £6.2m.

The continued support of the shareholders of the Group's immediate parent company is important

to the Group's ability to achieve its planned objectives and continue to trade. The shareholders

have provided a letter of support to 31 October 2027, and the Directors have concluded that additional

funding would be available if required.

Based on the Group's forecasts and cash flow projections for the financial years ending 31 March

2027 and 31 March 2028, the Directors expect a significant improvement in trading performance,

together with a significant strengthening in financial position.

At the time of approving the financial statements, the Directors have a reasonable expectation that the

Group has adequate resources to continue in operational existence for the foreseeable future,

being a period of at least 12 months from the date of approval of these financial statements.

Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the

financial statements.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2026. The results of subsidiaries acquired or sold are consolidated for the periods from the date on which control passed.

Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the group. All inter-group transactions, balances, income and expenses are eliminated on consolidation.

Under S408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of seven years.