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Registered number: 12416153










AIR HOLDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
AIR HOLDCO LIMITED
 
 
COMPANY INFORMATION


Directors
T M Moss (resigned 31 January 2023)
J R Wilson (resigned 31 January 2023)
D Thörner 
H Kruchen (resigned 11 October 2023)
A Fisher 




Registered number
12416153



Registered office
Unit 4 Harelaw Industrial Estate
Harelaw

Near Stanley

Co Durham

DH9 8UJ




Independent auditors
Ryecroft Glenton
Chartered Accountants & Statutory Auditors

32 Portland Terrace

Newcastle upon Tyne

NE2 1QP





 
AIR HOLDCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10 - 11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 40


 
AIR HOLDCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report for the year ended 31 December 2023.

Business review
 
The UK construction market remained challenging in 2023, and this was reflected in the turnover and gross profit which decreased from 2022 which is largely related to project sales in 2022 which were not replicated in 2023. General sales for 2023 improved against 2022.

Principal risks and uncertainties
 
The main risk to the Company continues to be price changes in raw materials and its customers being dependent, to a degree, on the construction industry.  These risks are actively monitored through regular monitoring.

Financial key performance indicators
 
Group sales for the year were £11,542,105
Group gross profit for the year was £2,963,458
Group profit before tax for the year was £964,243

 



This report was approved by the board on 25 March 2024 and signed on its behalf.





A Fisher
Director

Page 1

 
AIR HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (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 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the Group throughout the year has continued to be the manufacture of cold roll formed metal sections, pressings and related products.

Results and dividends

The profit for the year, after taxation, amounted to £723,783 (2022 - £853,029).

No dividend had been paid or recommended.

Directors

The directors who served during the year were:

T M Moss (resigned 31 January 2023)
J R Wilson (resigned 31 January 2023)
D Thörner 
H Kruchen (resigned 11 October 2023)
A Fisher 

Future developments

The Group will continue to focus on primarily the HVAC sector of the construction market by growing sales of new products introduced and by growing international sales.

Page 2

 
AIR HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
• so far as the directors are aware, there is no relevant audit information of which the Company's auditors
         are 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 auditors are aware of that information. 

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditorsRyecroft Glentonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 March 2024 and signed on its behalf.
 





A Fisher
Director

Page 3

 
AIR HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIR HOLDCO LIMITED
 

Opinion


We have audited the financial statements of Air Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 December 2023 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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.


Page 4

 
AIR HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIR HOLDCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 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.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report 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 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 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.


Page 5

 
AIR HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIR HOLDCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 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.


Page 6

 
AIR HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIR HOLDCO LIMITED (CONTINUED)


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 an Auditors' 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 Group financial statements.


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:

• the responsible individual 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 Group through discussions with directors and      other management;
• 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 Group, including the Companies Act 2006;
• we assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management and inspecting legal correspondence; and
• we ensured that the identified laws and regulations were communicated within the audit team regularly    and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group’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 and    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; and
• assessed whether judgements and assumptions made in determining the accounting estimates were    indicative of potential bias.
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;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HMRC, and the Group’s legal advisors where appropriate.
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.
 
Page 7

 
AIR HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIR HOLDCO LIMITED (CONTINUED)


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 Auditors' 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 2006Our 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 Auditors' 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.





Ian Smith (Senior Statutory Auditor)
  
for and on behalf of
Ryecroft Glenton
 
Chartered Accountants
Statutory Auditors
  
32 Portland Terrace
Newcastle upon Tyne
NE2 1QP

25 March 2024
Page 8

 
AIR HOLDCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
11,542,105
13,395,189

Cost of sales
  
(8,578,647)
(10,023,309)

Gross profit
  
2,963,458
3,371,880

Administrative expenses
  
(1,807,736)
(1,998,851)

Other operating charges
  
(43,782)
(123,123)

Operating profit
 5 
1,111,940
1,249,906

Interest receivable and similar income
  
5,868
-

Interest payable and similar expenses
 9 
(153,565)
(192,289)

Profit before tax
  
964,243
1,057,617

Tax on profit
 10 
(240,460)
(204,588)

Profit for the financial year
  
723,783
853,029

Other comprehensive income for the year
  

Total comprehensive income for the year
  
723,783
853,029

Profit for the year attributable to:
  

Owners of the parent company
  
723,783
853,029

  
723,783
853,029

The notes on pages 18 to 40 form part of these financial statements.

Page 9

 
AIR HOLDCO LIMITED
REGISTERED NUMBER: 12416153

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
29,414
37,046

Tangible assets
 12 
2,940,974
1,989,564

  
2,970,388
2,026,610

Current assets
  

Stocks
 14 
2,118,341
2,810,184

Debtors: amounts falling due within one year
 15 
2,600,022
4,058,249

Cash at bank and in hand
 16 
1,218,327
203,808

  
5,936,690
7,072,241

Creditors: amounts falling due within one year
 17 
(6,094,881)
(7,047,052)

Net current (liabilities)/assets
  
 
 
(158,191)
 
 
25,189

Total assets less current liabilities
  
2,812,197
2,051,799

Creditors: amounts falling due after more than one year
 18 
-
(215,385)

Provisions for liabilities
  

Deferred tax
 21 
(335,000)
(83,000)

  
 
 
(335,000)
 
 
(83,000)

Net assets
  
2,477,197
1,753,414


Capital and reserves
  

Called up share capital 
 22 
1,050
1,050

Share premium account
 23 
49,770
49,770

Profit and loss account
 23 
2,426,377
1,702,594

  
2,477,197
1,753,414


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 March 2024.




A Fisher
Director

The notes on pages 18 to 40 form part of these financial statements.
Page 10

 
AIR HOLDCO LIMITED
REGISTERED NUMBER: 12416153
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023


Page 11

 
AIR HOLDCO LIMITED
REGISTERED NUMBER: 12416153

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 13 
3,893,224
3,893,224

  
3,893,224
3,893,224

  

Creditors: amounts falling due within one year
 17 
(3,889,394)
(3,880,055)

Net current liabilities
  
 
 
(3,889,394)
 
 
(3,880,055)

Total assets less current liabilities
  
3,830
13,169

  

  

Net assets excluding pension asset
  
3,830
13,169

Net assets
  
3,830
13,169


Capital and reserves
  

Called up share capital 
 22 
1,050
1,050

Share premium account
 23 
49,770
49,770

Profit and loss account brought forward
  
(37,651)
(29,488)

Loss for the year

  

(9,339)
(8,163)

Profit and loss account carried forward
  
(46,990)
(37,651)

  
3,830
13,169


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 March 2024.




A Fisher
Director

The notes on pages 18 to 40 form part of these financial statements.

Page 12

 
AIR HOLDCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1,040
47,780
849,565
898,385



Profit for the year
-
-
853,029
853,029


Contributions by and distributions to owners

Shares issued during the year
1,050
1,990
-
3,040

Shares cancelled during the year
(1,040)
-
-
(1,040)



At 1 January 2023
1,050
49,770
1,702,594
1,753,414



Profit for the year
-
-
723,783
723,783


At 31 December 2023
1,050
49,770
2,426,377
2,477,197


The notes on pages 18 to 40 form part of these financial statements.

Page 13

 
AIR HOLDCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1,040
47,780
(29,488)
19,332



Loss for the year
-
-
(8,163)
(8,163)


Contributions by and distributions to owners

Shares issued during the year
1,050
1,990
-
3,040

Shares cancelled during the year
(1,040)
-
-
(1,040)



At 1 January 2023
1,050
49,770
(37,651)
13,169



Loss for the year
-
-
(9,339)
(9,339)


At 31 December 2023
1,050
49,770
(46,990)
3,830


The notes on pages 18 to 40 form part of these financial statements.

Page 14

 
AIR HOLDCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
723,783
853,029

Adjustments for:

Amortisation of intangible assets
7,632
422

Depreciation of tangible assets
230,182
213,519

Loss on disposal of tangible assets
(3,200)
(417)

Interest paid
153,565
192,289

Interest received
(5,868)
-

Taxation charge
240,460
204,588

Decrease/(increase) in stocks
691,843
(121,411)

Decrease/(increase) in debtors
1,458,228
(1,331,363)

(Decrease)/increase in creditors
(618,928)
266,026

Corporation tax (paid)
(91,049)
(238,483)

Net cash generated from operating activities

2,786,648
38,199


Cash flows from investing activities

Purchase of intangible fixed assets
-
(2,955)

Purchase of tangible fixed assets
(1,181,592)
(170,541)

Sale of tangible fixed assets
3,200
417

Interest received
5,868
-

Net cash from investing activities

(1,172,524)
(173,079)
Page 15

 
AIR HOLDCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Issue of ordinary shares
-
2,000

Repayment of loans
(646,155)
(430,769)

Other new loans
2,024,124
2,089,677

Movements on invoice discounting
(1,824,009)
(1,313,868)

Interest paid
(153,565)
(192,289)

Net cash used in financing activities
(599,605)
154,751

Net increase in cash and cash equivalents
1,014,519
19,871

Cash and cash equivalents at beginning of year
203,808
183,937

Cash and cash equivalents at the end of year
1,218,327
203,808


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,218,327
203,808

1,218,327
203,808


The notes on pages 18 to 40 form part of these financial statements.

Page 16

 
AIR HOLDCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

203,808

1,014,519

1,218,327

Debt due after 1 year

(215,385)

215,385

-

Debt due within 1 year

(2,633,626)

(1,593,355)

(4,226,981)


(2,645,203)
(363,451)
(3,008,654)

The notes on pages 18 to 40 form part of these financial statements.

Page 17

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The Company is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is Unit 4 Harelaw Industrial Estate, Harelaw, Near Stanley, Co Durham, DH9 8UJ. The Company's number is 12416153.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 21 January 2020.

 
2.3

Going concern

The directors have reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  They continue to believe the going concern basis of accounting appropriate in preparing the annual financial statements.

Page 18

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 19

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

  
2.7

Government grants

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 20

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 21

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

At each reporting date the Group assessed whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2% straight line
Plant and machinery
-
10 - 33.33% straight line
Office equipment
-
15% straight line
Computer equipment
-
33.33% straight line
Assets under construction
-
Nil

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 22

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

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.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

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.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 23

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 

Page 24

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 25

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty - depreciation of fixed assets
The amount by which fixed assets are depreciated annually is material to the financial statements and consequently, the estimate of the useful lives of fixed assets and their residual value is considered to be a critical area of judgement. There has been no change in these estimates this year.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sales of cold roll formed metal sections, pressings and related products
11,542,105
13,395,189

11,542,105
13,395,189


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
10,379,524
12,416,528

Rest of Europe
1,119,890
968,290

Rest of the World
42,691
10,371

11,542,105
13,395,189


Page 26

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
230,182
213,519

Amortisation of intangible assets
7,632
423

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
35,000
32,600

Exchange differences
5,729
(15,910)

Other operating lease rentals
87,833
67,512

Defined contribution pension cost
61,820
70,736


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
35,000
32,600

Page 27

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
1,905,433
2,036,249
-
-

Social security costs
215,042
253,274
-
-

Cost of defined contribution scheme
61,820
70,737
-
-

2,182,295
2,360,260
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Production
43
38



Selling
5
5



Admin
2
3

50
46

The Company has no employees other than the directors, who did not receive any remuneration.


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
178,069
539,918

Group contributions to defined contribution pension schemes
7,564
25,495

185,633
565,413


During the year retirement benefits were accruing to 3 directors (2022 - 3) in respect of defined contribution pension schemes.

Note, 2 of these directors to whom retirement benefits were accruing during the year resigned on 31 January 2023.

Page 28

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
57,084
192,289

Loans from group undertakings
96,481
-

153,565
192,289


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
182,588

Adjustments in respect of previous periods
(11,540)
-

(11,540)
182,588


Deferred tax


Origination and reversal of timing differences
252,000
22,000


Taxation on profit on ordinary activities
240,460
204,588
Page 29

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
964,243
1,057,617


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
226,597
200,947

Effects of:


Non-tax deductible amortisation of goodwill and impairment
-
(1,371)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
422
492

Capital allowances for year in excess of depreciation
(239,578)
(16,988)

Short term timing difference leading to an increase (decrease) in taxation
252,000
22,000

Changes in provisions leading to an increase (decrease) in the tax charge
1,019
(492)

Total tax charge for the year
240,460
204,588


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 30

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets

Group and Company





Patents
Goodwill
Total

£
£
£



Cost


At 1 January 2023
59,367
(86,594)
(27,227)



At 31 December 2023

59,367
(86,594)
(27,227)



Amortisation


At 1 January 2023
22,321
(86,594)
(64,273)


Charge for the year on owned assets
7,632
-
7,632



At 31 December 2023

29,953
(86,594)
(56,641)



Net book value



At 31 December 2023
29,414
-
29,414



At 31 December 2022
37,046
-
37,046



Page 31

 


 
AIR HOLDCO LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


12.


Tangible fixed assets


Group







Freehold property
Plant and machinery
Office equipment
Computer equipment
Assets under construction
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
1,489,976
1,148,694
268
104,176
-
2,743,114


Additions
14,096
557,472
10,215
5,017
594,792
1,181,592



At 31 December 2023

1,504,072
1,706,166
10,483
109,193
594,792
3,924,706



Depreciation


At 1 January 2023
145,877
547,330
268
60,075
-
753,550


Charge for the year on owned assets
52,536
159,406
542
17,698
-
230,182



At 31 December 2023

198,413
706,736
810
77,773
-
983,732



Net book value



At 31 December 2023
1,305,659
999,430
9,673
31,420
594,792
2,940,974



At 31 December 2022
1,344,099
601,364
-
44,101
-
1,989,564

Page 32

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
3,893,224



At 31 December 2023
3,893,224





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Doby Verrolec Limited
Ordinary
100%
Doby Cleats Limited
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit
£
£

Doby Verrolec Limited
814,735
-

Doby Cleats Limited
5,552,856
733,122


14.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
515,565
1,114,824

Finished goods and goods for resale
1,602,776
1,695,360

2,118,341
2,810,184


Page 33

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

Group
Group
2023
2022
£
£


Trade debtors
2,472,756
3,844,255

Other debtors
-
1,380

Prepayments and accrued income
127,266
212,614

2,600,022
4,058,249



16.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
1,218,327
203,808

1,218,327
203,808


Page 34

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
-
430,769
-
-

Other loans
4,226,981
2,202,857
226,981
226,981

Trade creditors
1,237,559
1,694,198
-
-

Amounts owed to group undertakings
-
-
3,662,413
3,653,074

Corporation tax
-
102,588
-
-

Other taxation and social security
168,446
289,997
-
-

Discounting and asset loan
-
1,824,009
-
-

Other creditors
9,220
10,872
-
-

Accruals and deferred income
452,675
491,762
-
-

6,094,881
7,047,052
3,889,394
3,880,055



The following liabilities were secured:
Group
Group
2023
2022
£
£

Bank loans
-
430,769

DIscounting and asset loan
-
1,824,009

-
2,254,778

Details of security provided:

Creditors falling due within one year includes £Nil (2022: £1,824,009) in respect of a discounting and asset loan. This loan was fully repaid during the year, but was previously secured by a fixed and floating charge on the assets of the Group.
                   
Creditors falling due within one year also includes £Nil (2022: £430,769) in respect of a bank loan. This loan was also fully repaid during the year, but was previously secured by a fixed and floating charge over the freehold land and buildings.
Details of other loans provided:
The company also received a loan from Gebhardt Holdings GmbH in the year for EUR 5,300,000 (2022: EUR 2,300,000). This loan bears a fixed interest rate of 2.5% and is repayable within 1 year. The amount outstanding at the year end in GBP for this loan was £4,000,000 and is included within other loans.

Page 35

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loans
-
215,385

-
215,385



The following liabilities were secured:
Group
Group
2023
2022
£
£


Bank loan
-
215,385

-
215,385

Details of security provided:

The bank loan was fully repaid during the year, but was previously secured by a fixed and floating charge over the freehold land and buildings.




19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
-
430,769
-
-

Other loans
4,226,981
2,202,857
226,981
226,981

Amounts falling due 1-2 years

Bank loans
-
215,385
-
-

Amounts falling due 2-5 years


4,226,981
2,849,011
226,981
226,981


Page 36

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
1,218,327
203,808
-
-

Financial assets measured at amortised cost
2,472,756
3,844,255
-
-

3,691,083
4,048,063
-
-


Financial liabilities

Financial liabilities measured at amortised cost
(5,926,435)
6,869,852
3,889,394
3,880,055


Financial assets measured at amortised cost profit or loss comprise cash at bank and in hand.


Financial assets measured at amortised cost comprise trade debtors.


Financial liabilities measured at amortised cost comprise bank loans, trade creditors, amounts owed to group undertakings, discounting and asset loans, other creditors and accruals.


21.


Deferred taxation


Group



2023


£






At beginning of year
(83,000)


Charged to profit or loss
(252,000)



At end of year
(335,000)

The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(348,000)
(83,000)

Tax losses carried forward
13,000
-

(335,000)
(83,000)

Page 37

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
21.Deferred taxation (continued)


The expected reversal of accelerated capital allowances for 2024 is £36,000. The tax losses are expected to fully reverse in 2024.


22.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



1,050,000 Ordinary shares of £0.001 each
1,050
1,050



23.


Reserves

Share premium account

The share premium account includes the amount above the nominal value received for shares issued less transaction costs.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


24.


Capital commitments




At 31 December 2023 the Group and Company had capital commitments as follows:


Group
Group
2023
2022
£
£

Contracted for but not provided in these financial statements
236,979
125,549

236,979
125,549


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £61,820 (2022 - £70,736). Contributions totalling £9,141 (2022: £10,872) were payable to the fund at the balance sheet date.

Page 38

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
37,189
34,747

Later than 1 year and not later than 5 years
74,141
28,102

111,330
62,849

27.


Related party transactions

The share capital of the Group is 100% owned by Gebhardt Holding GmbH, a company incorporated in Germany. The Company purchased 100% of the shares in Air Holdco Limited in February 2022.
The ultimate controlling party is Bencis Buyout Fund V CV, a private equity fund operated by Bencis Capital Partners BV.
Transactions with Doby Verrolec Limited and Doby Cleats Limited are not disclosed as the Group has taken advantage of the exemption under Section 33 of FRS102.
Doby Cleats Limited have received loan finance during the year from Gebhardt Holdings GmbH, an intermediate parent company. The amount outstanding at the year end was EUR 4,600,000 (2022: EUR 2,300.000). This loan bears a fixed interest rate of 2.5% and is repayable on 31 March 2024. The amount outstanding at the year end in GBP for this loan was £4,000,000 and it is included as loans due within 1 year per Note 17. Gebhardt Holdings GmbH have agreed the loan facility will be extended beyond 31 March 2024, but the loan has nevertheless been presented as due within 1 year, in line with the terms of the formal agreement. 
Doby Cleats Limited have made sales during the year totalling £25,584 (2022: £nil) to Gebhardt Stahl GmbH, a group company which is also wholly owned by Gebhardt Holdings GmbH. At the year end, there was a trade debtor balance of £1,249 (2022: £Nil) owing to Doby Cleats Limited from Gebhardt Stahl GmbH. Purchases totalling £2,807 (2022: £Nil) were made during the year by Doby Cleats Limited from Gebhardt Stahl GmbH. 
Key management personnel
All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the Company are considered to be key management personnel. Total remuneration in respect of these individuals is £358,811 (2022: £563,341).

Page 39

 
AIR HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Controlling party

The share capital of the Group is 100% owned by Gebhardt Holding GmbH, a company incorporated in Germany. The Company purchased 100% of the shares in Air Holdco Limited in February 2022.
The ultimate controlling party is Bencis Buyout Fund V CV, a private equity fund operated by Bencis Capital Partners BV. The office for this controlling party is:
World Trade Center
Zuidplein 76
1077 XV Amsterdam
The Netherlands

 
Page 40