AAP Aviation UK Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 10697097 (England and Wales)
AAP Aviation UK Limited
Company Information
Directors
E B Hoiby
F G Oygard
Secretary
Cornhill Secretaries Limited
Company number
10697097
Registered office
5 Market Yard Mews
194-204 Bermondsey Street
London
United Kingdom
SE1 3TQ
Auditor
Moore Kingston Smith LLP
Orbital House
20 Eastern Road
Romford
Essex
RM1 3PJ
AAP Aviation UK Limited
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 7
Profit and loss account
8
Balance sheet
9
Notes to the financial statements
10 - 14
AAP Aviation UK Limited
Directors' Report
For the year ended 31 December 2023
Page 1
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of the complete outsourcing of staff for the aviation industry.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
E B Hoiby
F G Oygard
Auditor
In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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.
AAP Aviation UK Limited
Directors' Report (Continued)
For the year ended 31 December 2023
Page 2
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
At 31 December 2023, the company had net liabilities and net current liabilities of £267,674 (2022: £140,956) following a loss for the year of £126,718 (2022: £104,733).
The directors have considered the cash requirements of the company for a period of at least 12 months from the date of signing these financial statements. The company has received assurances from the directors of the ultimate parent company, AAP Aviation Group AS, of their ability and intention to provide the required financial support over this 12 month period such that the company is able to meet its liabilities as they fall due.
However it is acknowledged that the group is reliant on continued financial support from its owners which is believed to be forthcoming given recent capital injections, but is not guaranteed. As such, there is a risk that the group may be unable to provide support if called upon.
The directors believe it is unlikely that the group will be unable to provide financial support to the company if required. Accordingly they continue to adopt the going concern basis of accounting in preparing the financial statements. However they acknowledge that the matters referred to above constitute a material uncertainty which may cast significant doubt over the company’s ability to continue to meet its liabilities as they fall due in the foreseeable future.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
F G Oygard
Director
17 September 2024
AAP Aviation UK Limited
Independent Auditor's Report
To the Members of AAP Aviation UK Limited
Page 3
Opinion
We have audited the financial statements of AAP Aviation UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, the Balance Sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 2023 and of its 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We 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.
Material uncertainty relating to going concern
We draw your attention to note 1.2 of the financial statements which indicates that the company has net liabilities of £267,674 (2022: £140,956) and incurred a loss of £126,718 (2022: £104,733) in the year. The company’s ability to continue as a going concern is dependent on the ability of the ultimate parent company, AAP Aviation Group AS, to continue to support the company financially. As stated in note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.
AAP Aviation UK Limited
Independent Auditor's Report (Continued)
To the Members of AAP Aviation UK Limited
Page 4
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report 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 directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
AAP Aviation UK Limited
Independent Auditor's Report (Continued)
To the Members of AAP Aviation UK Limited
Page 5
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
AAP Aviation UK Limited
Independent Auditor's Report (Continued)
To the Members of AAP Aviation UK Limited
Page 6
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
AAP Aviation UK Limited
Independent Auditor's Report (Continued)
To the Members of AAP Aviation UK Limited
Page 7
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Paul Springfield
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
17 September 2024
Chartered Accountants
Statutory Auditor
Orbital House
20 Eastern Road
Romford
Essex
RM1 3PJ
AAP Aviation UK Limited
Profit and Loss Account
For the year ended 31 December 2023
Page 8
2023
2022
Notes
£
£
Turnover
252,470
169,544
Cost of sales
(203,641)
(157,346)
Gross profit
48,829
12,198
Administrative expenses
(166,520)
(112,427)
Operating loss
(117,691)
(100,229)
Interest payable and similar expenses
(9,027)
(4,504)
Loss before taxation
(126,718)
(104,733)
Tax on loss
3
Loss for the financial year
(126,718)
(104,733)
AAP Aviation UK Limited
Balance Sheet
As at 31 December 2023
Page 9
2023
2022
Notes
£
£
£
£
Current assets
Debtors
4
101,318
122,590
Cash at bank and in hand
7,543
12,675
108,861
135,265
Creditors: amounts falling due within one year
5
(376,535)
(276,221)
Net current liabilities
(267,674)
(140,956)
Capital and reserves
Called up share capital
7
1
1
Profit and loss reserves
(267,675)
(140,957)
Total equity
(267,674)
(140,956)
These 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 17 September 2024 and are signed on its behalf by:
F G Oygard
Director
Company Registration No. 10697097
AAP Aviation UK Limited
Notes to the Financial Statements
For the year ended 31 December 2023
Page 10
1
Accounting policies
Company information
AAP Aviation UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Market Yard Mews, 194-204 Bermondsey Street, London, United Kingdom, SE1 3TQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with Section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At 31 December true2023, the company had net liabilities and net current liabilities of £267,674 (2022: £140,956) following a loss for the year of £126,718 (2022: £104,733).
The directors have considered the cash requirements of the company for a period of at least 12 months from the date of signing these financial statements. The company has received assurances from the directors of the ultimate parent company, AAP Aviation Group AS, of their ability and intention to provide the required financial support over this 12 month period such that the company is able to meet its liabilities as they fall due.
However it is acknowledged that the group is reliant on continued financial support from its owners which is believed to be forthcoming given recent capital injections, but is not guaranteed. As such, there is a risk that the group may be unable to provide support if called upon.
The directors believe it is unlikely that the group will be unable to provide financial support to the company if required. Accordingly they continue to adopt the going concern basis of accounting in preparing the financial statements. However they acknowledge that the matters referred to above constitute a material uncertainty which may cast significant doubt over the company’s ability to continue to meet its liabilities as they fall due in the foreseeable future.
1.3
Turnover
Turnover is measured at the standalone selling price of the consideration received or receivable at the point in time and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.
Turnover arising from the provision of temporary staff, is recognised at the point in time that staff are provided. The performance obligation is satisfied when the service has been provided and is billed in arrears. Turnover represents the amounts billed for the services of the temporary staff, including the remuneration costs of the temporary staff. The commission element included within the turnover recognised is typically based on a percentage of the staff hourly rate.
AAP Aviation UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 11
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
All of the company's financial assets and liabilities are basic and measured at amortised cost.
1.6
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.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
AAP Aviation UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 12
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
2
4
AAP Aviation UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 13
3
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(126,718)
(104,733)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(31,680)
(19,899)
Tax effect of expenses that are not deductible in determining taxable profit
2,427
1,469
Losses carried forward
29,253
18,430
Taxation charge for the year
-
-
On 1 April 2023, the UK corporation tax rate increased from 19% to 25%. Therefore, at 31 December 2023, the effective rate is 25%.
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
12,682
2,242
Amounts owed by group undertakings
13,441
118,813
Other debtors
8,290
1,535
Prepayments and accrued income
66,905
101,318
122,590
5
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
6,811
756
Amounts owed to group undertakings
249,244
184,968
Taxation and social security
5,905
13,143
Accruals and deferred income
114,575
77,354
376,535
276,221
AAP Aviation UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 14
6
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
7,708
22,545
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The charge to profit or loss in respect of defined contribution schemes was £7,708 (2022: £22,545). Contributions totalling £29,062 (2022: £21,354) were payable to the fund at the balance sheet date.
7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
8
Related party transactions
During the year, the company incurred interest costs of £9,027 (2022: £4,504) from fellow group undertakings and net management fees of £106,781 (2022: £191,703 - credit) were incurred from fellow group undertakings.
At the year end, £297,757 (2022: £184,968) was due to fellow group undertakings and £13,441 (2022: £118,813) was owed from fellow group undertakings.
9
Parent company
The immediate parent undertaking is AAP Aviation Group AS, a company incorporated in Norway. The registered office of AAP Aviation Group AS is Strandveien 50, 1366 Lysaker, Norway.
AAP Aviation Group AS is a fully owned subsidiary of AAP Group AS, which in turn is an equally owned subsidiary of Hightown AS and Hi Capital AS, which are all companies registered in Norway. The consolidated financial statements of the parent company can be obtained from the registered office.
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