REGISTERED NUMBER: 11196033 (England and Wales)

KAYAN AVIATION CAPITAL LIMITED

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

Mr A S Kathuria

Dr U N Nayak

Mr N V Pattabiraman

REGISTERED OFFICE:

1 Putney High Street

London

SW15 1SZ

REGISTERED NUMBER:

11196033 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr C A Joannou BSc, MSc, PhD, FCCA

AUDITORS:

Christiansons Ltd

Chartered Certified Accountants

& Statutory Auditors

Sterling House

Fulbourne Road

Walthamstow

London

E17 4EE

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of aviation consultancy.

REVIEW OF BUSINESS

The results for the year and financial position of the company are as shown in the annexed financial statements.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr A S Kathuria

Dr U N Nayak

Mr N V Pattabiraman

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

AUDITORS

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

ON BEHALF OF THE BOARD:

Dr U N Nayak - Director

20 October 2026

Opinion

We have audited the financial statements of Kayan Aviation Capital Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, 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).

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.

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 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. 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 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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:

Capability of the audit in 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.

Based on our understanding of the entity and its industry, we identified that the principle risks of non-compliance with laws and regulations related to contracts. Employment regulation, Health & Safety regulation and anti-money laundering regulations. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as Companies Act 2006. We considered the extent to which non-compliance might have a material effect on the financial statements.

We assess the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team's:

- understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;

- knowledge of the industry in which the client operates; and

- understanding of the legal and regulatory requirements specific to the company including the provisions of the applicable legislation and the applicable statutory provisions.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principle risks were related to inappropriate journal entries to manipulate financial performance, and management bias through judgements and assumptions in significant accounting estimates.

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

- Discussing with management their policies and procedures regarding compliance with laws and regulations including consideration of known or suspected instances of non-compliance and fraud;

- Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of no-compliance throughout our audit; and

- Considering the risk of any acts by the company which were contrary to applicable laws and regulations, including fraud.

Our audit procedures in relation to fraud included but were not limited to:

- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

- Gaining an understanding of the internal controls established to mitigate the risks relating to irregularities and fraud;

- Discussing amongst the engagement team the risks of fraud;

- Addressing the risks of fraud through management override of controls by performing journal entry testing in particular any journal entries posted with unusual account combinations focusing on journals impacting fee income, capitalisation of costs, cash, related party transactions and expenses; and

- Challenging judgements and assumptions made by management in their key accounting judgements and estimation uncertainty.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the overriding of internal controls.

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.

Mr C A Joannou BSc, MSc, PhD, FCCA (Senior Statutory Auditor)

for and on behalf of Christiansons Ltd

Chartered Certified Accountants

& Statutory Auditors

Sterling House

Fulbourne Road

Walthamstow

London

E17 4EE

21 October 2026

REVENUE

3,392,166

2,240,263

Administrative expenses

1,754,341

2,168,521

1,637,825

71,742

Other operating income

-

3,078

OPERATING PROFIT and

PROFIT BEFORE TAXATION

1,637,825

74,820

Tax on profit

16,021

-

PROFIT FOR THE FINANCIAL YEAR

1,621,804

74,820

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,621,804

74,820

FIXED ASSETS

Intangible assets

5

-

5,000

Property, plant and equipment

6

-

152

-

5,152

CURRENT ASSETS

Debtors

7

1,084,197

755,033

Cash at bank and in hand

810,883

56,053

1,895,080

811,086

CREDITORS

Amounts falling due within one year

8

2,645,296

3,188,258

NET CURRENT LIABILITIES

(750,216

)

(2,377,172

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(750,216

)

(2,372,020

)

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

(750,316

)

(2,372,120

)

SHAREHOLDERS' FUNDS

(750,216

)

(2,372,020

)

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 20 October 2026 and were signed on its behalf by:

Dr U N Nayak - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

(2,446,940

)

(2,446,840

)

Changes in equity

Total comprehensive income

-

74,820

74,820

Balance at 31 December 2024

100

(2,372,120

)

(2,372,020

)

Changes in equity

Total comprehensive income

-

1,621,804

1,621,804

Balance at 31 December 2025

100

(750,316

)

(750,216

)

1.	STATUTORY INFORMATION

Kayan Aviation Capital Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

Going concern

These financial statements have been prepared on the going concern basis. The directors' assessment of going concern, including consideration of the company's net liabilities position at the year end, is set out in the Report of the Directors. The directors consider it appropriate to prepare the financial statements on this basis having regard to the company's forecast cash flows, the support of group undertakings, and the absence of any indication that the company will be unable to continue in operational existence for the foreseeable future.

Related party exemption

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

Turnover

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

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

Computer equipment

-

25% on cost

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or whenthe companytransfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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.

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.

Debtors do not carry interest and are stated at their nominal value.

Trade creditors are not interest-bearing and are stated at their nominal value.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligationsexpire or are discharged or cancelled.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.25

31.12.24

£

£

Depreciation - owned assets

152

822

Computer software amortisation

5,000

5,000

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

and 31 December 2025

15,000

AMORTISATION

At 1 January 2025

10,000

Charge for year

5,000

At 31 December 2025

15,000

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

5,000

6.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2025

and 31 December 2025

913

7,939

8,852

DEPRECIATION

At 1 January 2025

913

7,787

8,700

Charge for year

-

152

152

At 31 December 2025

913

7,939

8,852

NET BOOK VALUE

At 31 December 2025

-

-

-

At 31 December 2024

-

152

152

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

11,040

244,615

Amounts owed by group undertakings

1,051,103

200

Other debtors

-

38,750

VAT

-

1,662

Prepayments and accrued income

22,054

469,806

1,084,197

755,033

Included in the amount owed by group undertakings within one year, is a loan of £58,442 (2024:£Nil) due form fellow subsidiary company Kayan Aviation Leasing DAC, a loan of £638,958 (2024: £25,386 included as creditors) due from the parent company Kayan Aviation Holding Ltd, a loan of £353,703 (2024: £210,637 included as creditors) due from fellow subsidiary company Plane Business Limited, a loan of Nil (2024:£100) due from fellow subsidiary company Plane Business Leasing Ltd and a loan of £Nil (2024:£100) due from fellow subsidiary undertakings Putney Asset Management Ltd.

Included under other debtors is a loan of £Nil (2024:£38,650) due from Proton Aviation Capital Ltd, a connected company and a loan of £Nil (2024:£100) due from PB Leasing Aircraft No 8 Ltd, a connected company.

The loans are unsecured, interest free and repayable on demand.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

23,018

9,029

Amounts owed to group undertakings

-

236,023

Tax

16,021

-

Social security and other taxes

1,219,593

1,669,541

VAT

375,711

-

Other creditors

19,600

31,483

Other creditors

34,522

-

Other loans

900,000

-

Directors' current accounts

-

1,095,019

Accrued expenses

56,831

147,163

2,645,296

3,188,258

Amounts owed to group undertakings at 31 December 2025 were £Nil (2024: £236,023 comprising £25,386 due to Kayan Aviation Holding Ltd and £210,637 due to Plane Business Limited, both of which are disclosed within Debtors in 2025). The loans are unsecured, interest-free, and repayable on demand.

Included in other loans is an amount of £900,000 (2024: £Nil) due to Mr Harp Matharu, a connected party through a director of the company. The loan is unsecured, interest-free, and repayable on demand.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

100

Ordinary

£1

100

100

10.

RESERVES

Retained

earnings

£

At 1 January 2025

(2,372,120

)

Profit for the year

1,621,804

At 31 December 2025

(750,316

)

11.	ULTIMATE CONTROLLING PARTY

At the balance sheet date, the immediate parent company was Kayan Aviation Holdings Limited, a company incorporated in England and Wales.

The ultimate parent company at the balance sheet date was Kayan Investments Limited, a company incorporated in the Grand Cayman Islands, which held a majority voting stake in the immediate parent company.

The ultimate beneficial owner is Dr U N Nayak by virtue of his 100% shareholding in Kayan Investments Limited.