Company registration number 07103674 (England and Wales)
AIR ONE AVIATION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
AIR ONE AVIATION LIMITED
COMPANY INFORMATION
Director
Mr P J Bennett
Company number
07103674
Registered office
1 Becketts Place
Hampton Wick
Kingston Upon Thames
Surrey
KT1 4EQ
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
AIR ONE AVIATION LIMITED
CONTENTS
Page
Strategic report
1 - 6
Director's report
7 - 8
Independent auditor's report
9 - 11
Group profit and loss
12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 40
AIR ONE AVIATION LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the period ended 31 December 2023.

Review of the business

The board is pleased to present the strategic report for the Air One Aviation group for the period ended 31st December 2023.

 

In June of 2024 the immediate parent company changed from Air One Holdings Ltd, a company incorporated in the UAE, to Air One International Holdings Ltd, a company incorporated in the UK. As a consequence of this change the business revised its year end reporting date to 31st December to match the new parent entity. The decision to enact this change for the 2023 reporting cycle has resulted in an accounting period of 15 months ending 31st December 2023.

 

The ultimate beneficial owner remains unchanged.

 

A secondary consequence of this change has been the appointment of new auditors to match that of the new parent.

 

The business continues to operate in the field of aviation cargo chartering, primarily on Asia, Europe and Middle East routes as its principle business function. It also maintains a 100% holding in Quadrant Systems Limited offering flight simulator training and associated aviation services.

 

Air One Aviation Limited continues to be the sole global sales representative for Aerotranscargo Fze.

 

Chartering operations via Aerotranscargo Fze remain the mainstay of group turnover but Air One Aviation Limited has continued its successful chartering relationship with ROMCargo, the European based air freight operator during the reporting period. This airline has recently expanded its flight size, adding capacity to the Air One Aviation’s sales portfolio. 2023 also saw initial charter operations via One Air Limited, a trading relationship that has continued to grow in 2024.

 

The performance of the business in 2023 has matched expectations formed from developments in 2022.

 

The previously identified return to ‘normal’, after exceptional Covid global demand and pricing conditions, first apparent in mid-2022, stabilized in 2023.

 

The continuation of military action in Ukraine throughout the reporting period created a dynamic mix of demand and price impacting factors.

 

2023 experienced conflicting influences in the charter market. While the Covid premium was certainly missing the oversupply of air cargo capacity was somewhat absorbed by a degree of normality within the market place. The initial damaging effects on global demand from the Ukraine conflict receded somewhat, as the market accepted the new ‘normal’. Global recession fears have subsided and the initial price spikes in fuel costs have steadily fallen. Diversions due to restricted airspace remain challenging. The early months of the reporting period faced the twin effects of dampened demand due to global pricing driven by extremely elevated fuel costs and compressed operator margins for the same reason. In the latter half significantly reduced fuel costs have stimulated the market considerably. Management consider the business has adapted well during this period and its flexibility in difficult global market conditions has demonstrated its resilience.

 

AIR ONE AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -

Activity at the subsidiary, Quadrant Systems Limited, proved robust as the exit from Covid restrictions in 2022 reversed the previous trend of attrition in pilot numbers that had so heavily impacted demand for its simulator services. The previous investment in new equipment in 2022 enabled Quadrant to maximize its response to a returning demand curve during 2023. This increase allowed Quadrant to be self-sufficient in its cash management, with cash funding demands on its parent Air One Aviation falling to an absolute minimum. Cash balances grew from 2023 to a point in late 2024 when it was able to make a partial but sizeable repayment against the amounts it owed. Management consider its positive trajectory a strong validation of the strategy to invest in the initial underperforming business. It remains a small but important part of the group’s longer term plans.

 

At the end of 2023 the business decided to formally write off its remaining investment in the 100% owned Chinese based subsidiary, Beijing Air One Aviation Co Limited. The subsidiary, originally created in June 2022, never traded in its intended role of providing administration services associated with the licensing and permits required for in country charter movements. The impact of this in the financial statement is not material.

 

During the reporting period, One Air Ltd, a subsidiary holding previously disposed of in 2022 and now reclassified as a related party continued to build towards attaining its CAA operating certification. This was achieved in March of 2023. This was a culmination of an investment made in 2021 funded by advances made by Air One Aviation Ltd. On achieving its certification Air One Aviation Ltd provided its final funding in the form of a USD 16 million interest bearing loan. From this point One Air Ltd has been self- funding. Initial flight operations commenced in July of 2023 and One Air joined the portfolio of air operators that the business utilizes in its chartering business. This was the realization of the broader business strategy and the rational of supporting One Air Ltd through its initial phases. One Air Ltd now forms an intrinsic part of the air charter business model, bringing both extra flying capacity, further operator choice and diversity of risk to Air One Aviation’s charter business. Having access to the only UK based air cargo operator brings significant sales differentiation benefits to the group. The relatively limited flying volume in 2023 has gone on to expand substantially during 2024, a trend the business hopes to continue as time passes and operations at One Air Ltd mature.

 

This final element of funding to One Air Ltd by way of the USD loan added to the material funding supplied to date. After careful consideration the board decided to write off the 16 million USD loan on 31st December, based upon the likely extended timeframes of settlement and the intrinsic lack of material value to Air One Aviation Ltd in the intervening period. The balance of the aggregated funding supplied to the period end date of £19.9 million (2022 £11.3 million), exists under a separate arrangement, is considered collectable and so remains unadjusted on the balance sheet.

 

Management make limited use of KPI’s to direct business performance, centered on revenue, cash and cash equivalent growth.

 

Turnover, a key metric, has reduced to £277.3 million in the period ended 31st December 2023 (2022 £492.4 million). Post tax results were a £6.9 million loss (2022 £22.8 million profit). The net consolidated loss has been wholly generated by the aforementioned loan write off within Air One Aviation Limited.

AIR ONE AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -

The underlying positive result, ignoring the loss write off, should be considered in the context of the previously described changes within the marketplace, the absence of a Covid boost and the demand disruption arising from Ukraine. Given market sensitive charter prices have retreated in the region of 40% to 50% from Covid highs and markup commission rates have reduced in response to lower demand, management are comfortable that the business turnover is aligned to market factors. Lower revenues have naturally flowed through to lower post tax profits. It is equally important to note the effects of currency across the 2023 and 2022 reference dates. 2022 was beneficially impacted by the political events in the closing days of September 2022 when the GBP to USD exchange rate plummeted. The large USD currency reserves and debtor balances drove significant currency gains, although mainly unrealized, in the final days of 2022, boosting the profit performance of the business. As political upheaval fell away the GBP to USD exchange rate has reverted to a long term average range at the close of 2023, creating significant forex charges, again mainly unrealized, reversing the 2022 gains at the expense of 2023 operational profits.

 

Given the highly unusual causes of the currency movements, the fact that rates have returned to a long term average and that the movements were predominantly unrealized, management consider their decision not to hedge an appropriate position to adopt.

 

The balance sheet at 31St December remains an indicator of the underlying strength of the core business despite the lower revenue levels. Net assets have fallen as a direct consequence of the loan write off to a still substantial £26.8 million (2022 £34.9 million). While liquid cash has fallen substantially at the end of the reporting period to £3.9 million (2022 £22.5 million), it should be recognised that the primary reason for this reduction lies in funding supplied to One Air Ltd. While an element of this has indeed been written off there remains a net increase of £8.6 million in this receivable as reported at the period end.

 

Studying the evolving marketplace, management expect 2024 to generate group revenues approaching £200 million.

 

It is managements opinion that the material risks to the business are:

 

 

 

 

 

AIR ONE AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -

 

 

 

 

The Board’s objective continues to be the maximization of revenue and profit growth. It is pursuing this through the expansion of charter offerings in its Air One Aviation business especially through its relationship with One Air Limited and through the complimentary services offered by Quadrant Systems Ltd.

 

In summary the Board is satisfied with performance in the year.

 

AIR ONE AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
Section 172 statement re Air One Aviation Ltd Group

The Board is fully aware of and supports the requirements of section 172 of the Companies Act 2006 and this statement summaries how the Board integrates wider shareholder considerations in its decision making for short, medium and long term outcomes.

 

The Board consider that its decisions and outcomes to date have been made diligently and honestly, with full consideration of the impacts on both the strategic success of the Group but also the wider community of stakeholders.

 

The potential complexities of meeting the Boards’ obligations with regard to section 172 are considerably mitigated by the compact scale of the business infrastructure relative to its transactional revenues and assets. The closeness of the Board to employees, investors and the small number of suppliers and customers allow for ease of communication, more personal engagement and greater understanding of the varied priorities of each stakeholder in any given decision making event be that near or long term.

 

The investors of the business are also employees within the Group and present on the Board thereby ensuring active engagement. As such the underlying strategic direction of the Group is intrinsically present in all business thinking. This is supported by documented Board processes and the tracking of business performance and remedial actions when expectations are not met.

 

The Board has identified the following stakeholders with interests vested in Board decisions and subsequent outcomes;

 

Employees, customers, suppliers, our environment/community and investors

 

The Board actively seeks engagement with and updates on each group, their expectations, concerns and priorities in relation to outcomes, prospective and actual, from Board decisions.

 

An example of engagement with and a decision made as a result of such interaction with the investors was the full refurbishment and remodelling of the Air One Aviation Ltd office, situated in Hampton Wick, in late 2023. This was deemed to be an investment in both facilities to the advantage of the employees and also to update the image of the business to prospective customers. The refurbishment was performed by local contractors in order to directly benefit the local economy. Aligned to the physical investment the investors authorised an extensive rebranding project, running into 2024, to refresh and update the company image, marketing tools, processes and website.

 

The business strives to do the right thing in everything it does, holding itself and its employees to the highest standards at all times by application of codes of conduct as stipulated in its documented internal policies.

AIR ONE AVIATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -

Stakeholder engagement

 

Employees

 

The Board members (and investors) hold roles in the day to day business, work amongst the employees on a daily basis and actively encourage an open door policy. Issues faced by employees are commonly also shared by the Board and investors and a policy of open discussion allows concerns to be raised quickly. This closeness also allows identification of issues and the implementation of corrective actions with relative ease. The small scale of the team and its flat structure mean employees have access to the Board at all times.

 

Customers

 

The business operates with a small number of long term/repeat customers, many of whom represent business relationships of many years, either directly or through business networks and shared contacts. The nature of the business and the integral functions that the Board and the investors take in the commercial, contractual and day to day delivery of service gives extensive and contemporary feedback on customer considerations, expectations and priorities. This customer intelligence drives the business thinking.

 

Suppliers

 

The business seeks to use local suppliers for its small scale overheads thereby enhancing relationships with the community, where possible. Suppliers of a material nature, specifically those supplying aircraft movements for the charter business are almost exclusively businesses with investors in common and the day to day involvement of the Board members and investors ensure mutually beneficial contract arrangements. Feedback on performance is constant.

 

Environment/Community

 

The business is aware that its revenue streams are based upon contracting in the aviation industry, an industry not known for its green credentials. With regards to its charter business the Board monitors its suppliers to ensure they meet all appropriate environmental legislation relevant to the aviation sector. The business actively promotes green initiatives and technologies in its office and overhead functions. Employee hybrid working mitigates commuting pollution and office based emissions. Given the small scale of the business locations the Board also like to recruit locally wherever appropriate to benefit the community.

 

Investors

 

The investors of the business are employed in the business and hold positions in the Board thereby ensuring 100% engagement in decision making.

On behalf of the board

Mr P J Bennett
Director
18 February 2025
AIR ONE AVIATION LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -

The director presents his annual report and financial statements for the period ended 31 December 2023.

Principal activities

The principal activity of the group in the year under review were those of air freight services and provision of flight simulator training services.

Results and dividends

The results for the period are set out on page 12.

Ordinary dividends were paid amounting to £373,750 (2022: £304,000). The director does not recommend payment of a further dividend.

Director

The director who held office during the period and up to the date of signature of the financial statements was as follows:

Mr P J Bennett
Financial instruments

Management consider the business is relatively insulated against financial risk given the nature of its operations. The primary currency within aviation is recognised as USD and charter revenue is charged almost entirely in this currency. The corresponding cost of sales from the aircraft operators is likewise in USD so the business is able to naturally hedge almost all of its charter operations. Non USD items are not material against the scale of revenue under consideration. The associated foreign currency trade receivables and payables, while sizeable are extremely contemporary, equal and opposite and exist for a relatively small number of days limiting the impact of exchange movements. The cash holdings of the business, as driven by the USD revenue streams, are held primarily in USD and while this gives rise to some exchange on reporting, management do not consider these exchange issues significant enough to warrant hedging arrangements. This is primarily due to the stable nature of the USD and GBP rate and the long term view on holding/using these cash balances such that near term/medium movements are likely to prove temporary and reversible. The largest asset of the business consists of its loan to One Air Limited, denominated in GBP, thereby removing any currency consideration.

 

The business has extremely limited exposure to price risk. It works on long term charter contracts with established pricing and margins with air operators locked into contractual arrangements. The market price for charters is intrinsically linked to the aviation fuel market as this accounts for the single largest cost element in flight provision. Our long-term contractual arrangements contain price adjustment mechanisms to insulate the impact of changing fuel cost, both up and down, allowing for a stable margin.

 

The business does not operate credit on its charter operations, flight movements only go ahead once customer funds are received thereby effectively eliminating meaningful credit risk. Such charter flights account for a significant majority of the revenue base. Commission income is collected prior to settling the corresponding cost invoicing with the aircraft operators further removing credit risk on this portion of revenue. Credit operated on the immaterial level of revenue related to post flight services is effectively managed in connection with the long term nature of our customer contracts. Unacceptable levels of overdue post flight debts can be used as leverage to withhold future charter operations. Revenues generated within the simulator business are not material in the scale of the group and the limited credit risk here is managed by a combination of close management oversight and established customer relationships.

 

The mode of business operation which mitigates both price and credit risk effectively also eliminates liquidity risk. The scale of cash balances held combined with the extremely small headcount and overhead base provide little grounds for concern on matters of liquidity.

 

Cash flow risk is considered immaterial for the reasons previously stated, that is, low overheads and funds in advance of charter movements, a no payment, no fly and hence no cost arrangement.       

AIR ONE AVIATION LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
Energy and carbon report

The group’s energy and carbon reporting is not disclosed as the company has consumed less than 40Mwh during the reporting period. The subsidiary amounts have not been included within the group amounts as the subsidiary would not themselves be required to report

Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr P J Bennett
Director
18 February 2025
AIR ONE AVIATION LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AIR ONE AVIATION LIMITED
- 9 -
Opinion

We have audited the financial statements of Air One Aviation Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.

Opinions on other matters prescribed by the Companies Act 2006

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

AIR ONE AVIATION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AIR ONE AVIATION LIMITED
- 10 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with directors and other management, and from our commercial knowledge and experience of risk management software services and consultants. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, anti-money-laundering, employment, environmental and health and safety legislation. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. 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. 

 

AIR ONE AVIATION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AIR ONE AVIATION LIMITED
- 11 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 

 

To address the risk of fraud through management bias and override of controls, we: 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Woosey FCA, FCCA (Senior Statutory Auditor)
For and on behalf of Gravita Audit II Limited
18 February 2025
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
AIR ONE AVIATION LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
Period
Year
ended
ended
31 December
30 September
2023
2022
Notes
£
£
Turnover
3
277,287,447
492,398,721
Cost of sales
(261,619,121)
(467,762,112)
Gross profit
15,668,326
24,636,609
Administrative expenses
(9,944,829)
(7,436,406)
Other operating income
172,526
9,119,224
Operating profit
4
5,896,023
26,319,427
Interest receivable and similar income
8
1,374
-
0
Interest payable and similar expenses
9
(79,285)
(63,531)
Amounts written off investments
10
(12,752,852)
-
Profit on sale of simulator equipment
-
0
357,473
(Loss)/profit before taxation
(6,934,740)
26,613,369
Tax on (loss)/profit
11
-
0
(3,770,150)
(Loss)/profit for the financial period
(6,934,740)
22,843,219
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
AIR ONE AVIATION LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
Period
Year
ended
ended
31 December
30 September
2023
2022
£
£
(Loss)/profit for the period
(6,934,740)
22,843,219
Other comprehensive income
Revaluation of tangible fixed assets
(763,313)
3,303,551
Tax relating to other comprehensive income
(7,385)
(627,675)
Other comprehensive income for the period
(770,698)
2,675,876
Total comprehensive income for the period
(7,705,438)
25,519,095
Total comprehensive income for the period is all attributable to the owners of the parent company.
AIR ONE AVIATION LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 14 -
31 December 2023
30 September 2022
Notes
£
£
£
£
Fixed assets
Negative goodwill
13
-
0
(270,374)
Other intangible assets
13
72,502
76,719
Total intangible assets
72,502
(193,655)
Tangible assets
14
8,661,732
10,245,433
Investments
15
-
0
185,301
8,734,234
10,237,079
Current assets
Stocks
18
-
2,460
Debtors
19
38,414,661
63,458,113
Cash at bank and in hand
3,862,361
22,540,783
42,277,022
86,001,356
Creditors: amounts falling due within one year
20
(23,376,866)
(60,140,645)
Net current assets
18,900,156
25,860,711
Total assets less current liabilities
27,634,390
36,097,790
Creditors: amounts falling due after more than one year
21
(145,448)
(537,045)
Provisions for liabilities
Provisions
23
72,215
72,215
Deferred tax liability
24
644,627
637,242
(716,842)
(709,457)
Net assets
26,772,100
34,851,288
Capital and reserves
Called up share capital
25
350
350
Revaluation reserve
1,905,178
2,675,876
Profit and loss reserves
24,866,572
32,175,062
Total equity
26,772,100
34,851,288
The financial statements were approved and signed by the director and authorised for issue on 18 February 2025
18 February 2025
Mr P J Bennett
Director
Company registration number 07103674 (England and Wales)
AIR ONE AVIATION LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 15 -
31 December 2023
30 September 2022
Notes
£
£
£
£
Fixed assets
Intangible assets
13
23,488
26,178
Tangible assets
14
26,396
17,312
Investments
15
900,000
1,085,301
949,884
1,128,791
Current assets
Stocks
18
-
2,460
Debtors
19
42,239,483
67,149,027
Cash at bank and in hand
2,720,114
22,249,806
44,959,597
89,401,293
Creditors: amounts falling due within one year
20
(21,815,210)
(58,691,004)
Net current assets
23,144,387
30,710,289
Total assets less current liabilities
24,094,271
31,839,080
Provisions for liabilities
Provisions
23
72,215
72,215
Deferred tax liability
24
9,568
9,568
(81,783)
(81,783)
Net assets
24,012,488
31,757,297
Capital and reserves
Called up share capital
25
350
350
Profit and loss reserves
24,012,138
31,756,947
Total equity
24,012,488
31,757,297

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £7,371,059 (2022 - £23,432,868 profit).

The financial statements were approved and signed by the director and authorised for issue on 18 February 2025
18 February 2025
Mr P J Bennett
Director
Company registration number 07103674 (England and Wales)
AIR ONE AVIATION LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 16 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2021
350
-
0
9,635,843
9,636,193
Year ended 30 September 2022:
Profit for the year
-
-
22,843,219
22,843,219
Other comprehensive income:
Revaluation of tangible fixed assets
-
3,303,551
-
3,303,551
Tax relating to other comprehensive income
-
(627,675)
-
0
(627,675)
Total comprehensive income
-
2,675,876
22,843,219
25,519,095
Dividends
12
-
-
(304,000)
(304,000)
Balance at 30 September 2022
350
2,675,876
32,175,062
34,851,288
Period ended 31 December 2023:
Loss for the period
-
-
(6,934,740)
(6,934,740)
Other comprehensive income:
Revaluation of tangible fixed assets
-
(763,313)
-
(763,313)
Tax relating to other comprehensive income
-
(7,385)
-
0
(7,385)
Total comprehensive income
-
(770,698)
(6,934,740)
(7,705,438)
Dividends
12
-
-
(373,750)
(373,750)
Balance at 31 December 2023
350
1,905,178
24,866,572
26,772,100
AIR ONE AVIATION LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 17 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 October 2021
350
8,628,079
8,628,429
Year ended 30 September 2022:
Profit and total comprehensive income for the year
-
23,432,868
23,432,868
Dividends
12
-
(304,000)
(304,000)
Balance at 30 September 2022
350
31,756,947
31,757,297
Period ended 31 December 2023:
Profit and total comprehensive income
-
(7,371,059)
(7,371,059)
Dividends
12
-
(373,750)
(373,750)
Balance at 31 December 2023
350
24,012,138
24,012,488
AIR ONE AVIATION LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 18 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
29
(16,188,376)
19,470,816
Interest paid
(79,285)
(63,531)
Income taxes paid
(1,490,653)
(2,433,405)
Net cash (outflow)/inflow from operating activities
(17,758,314)
16,973,880
Investing activities
Purchase of intangible assets
(12,921)
(26,912)
Purchase of tangible fixed assets
(143,214)
(6,890,051)
Proceeds from disposal of tangible fixed assets
357,473
Sale of fixed asset investments
-
49
Proceeds from disposal of subsidiaries, net of cash disposed
(185,301)
Interest received
1,374
-
0
Net cash used in investing activities
(154,761)
(6,744,742)
Financing activities
Capital repayments in year
-
(313,279)
Amounts introduced by directors
-
0
7,234
Payment of finance leases obligations
(391,597)
Dividends paid to equity shareholders
(373,750)
(304,000)
Net cash used in financing activities
(765,347)
(610,045)
Net (decrease)/increase in cash and cash equivalents
(18,678,422)
9,619,093
Cash and cash equivalents at beginning of period
22,540,783
12,921,690
Cash and cash equivalents at end of period
3,862,361
22,540,783
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 19 -
1
Accounting policies
Company information

Air One Aviation Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Becketts Place, Hampton Wick, Kingston Upon Thames, Surrey, KT1 4EQ.

 

The group consists of Air One Aviation Limited and all of its subsidiaries.

1.1
Reporting period

The reporting period for these financial statements has been extended. The accounts have been prepared for the 15 month period ended 31st December 2023. It should be noted that due to the extended period the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 Group financial statements have been prepared under the historical cost convention subject to the revaluation of simulator assets at fair value. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Air One Aviation Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Charter of Aircraft

Turnover associated with the charter of an aircraft movement is recognised in the income statement on the departure date of the underlying flight. Turnover associated with so called ‘wet lease’ contracts for the supply of an aircraft, associated crew and ancillaries over time, is recognised by reference to the date of the rental period. Commission income on arranging charter movements is recognised by reference to the departure date of the underlying aircraft flight and on the rental period when in relation to commission on ‘wet lease’ income.

 

Other revenues

Relate to direct costs incurred through flight movements such as navigation charges and de-icing fees etc and in the first instance are charged to the aircraft operator by the relevant authorities such as airport operators and only then charged onwards to the company itself. There is an inherent delay in these post operation costs. Such costs are only known to the company once those costs have been billed to the company by the aircraft operator and are then in turn charged onwards to the original customer of the charter service where it is permissible to charge subject to the terms of the specific contract. The corresponding turnover is recognised in the income statement at such time as the cost, billable to a customer, is charged to the company itself. Turnover recognition in this instance is not by reference to the underlying flight but the point in time that the aircraft operator notifies the company by way of a charge on it.

 

Revenue associated with the hiring out of simulator time and training events is recognised by reference to the dates of the training sessions. All turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 

In this instance, the directors have not considered it necessary to fair value the shares issued as consideration for the acquisition of the group. They also do not feel it is cost effective to fair value the assets of the group acquired. Hence, negative goodwill has been created. The negative goodwill has been amortised in line with the depreciation of the simulators held by the subsidiary.

 

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer software
Straight line over 3 years and 33% on reducing balance
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Short leasehold
Straight line over the life of the lease
Equipment, furniture, fixtures and fittings
25% on cost 20% on cost
Computer equipment
33% on cost and 25% on reducing balance
Simulator equipment
Straight line over 18 years and Straight line over 20 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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 when the group transfers 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 group 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 25 -
Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
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.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 26 -
1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.21
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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Flight charter
261,969,979
450,340,667
Other fees
5,411,273
7,727,327
Lease revenue
-
2,952,102
Commission income
9,906,195
31,378,625
277,287,447
492,398,721
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 27 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
4,260,572
3,093,646
Europe
35,126,727
95,247,563
United States of America
10,000
3,911,815
Asia
202,331,122
345,265,957
Middle East
34,116,857
42,701,271
Other
1,442,169
2,178,469
277,287,447
492,398,721
2023
2022
£
£
Other revenue
Interest income
1,374
-
4
Operating profit
2023
2022
£
£
Operating profit for the period is stated after charging/(crediting):
Exchange losses/(gains)
3,911,218
(8,969,554)
Hire of plant and machinery
-
19,040
Depreciation of owned tangible fixed assets
871,219
660,493
Loss on disposal of tangible fixed assets
1,033
-
Amortisation of intangible assets
17,138
10,221
Release of negative goodwill
(270,374)
(659,657)
Operating lease charges
411,195
337,461
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
130,380
78,500
For other services
Audit of the financial statements of the company's subsidiaries
26,000
-
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 28 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Office
23
20
12
9
Directors
2
2
1
1
Total
25
22
13
10

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
2,156,822
1,001,959
1,503,303
560,644
Social security costs
313,849
113,125
191,720
62,230
Pension costs
85,035
38,706
42,937
15,165
2,555,706
1,153,790
1,737,960
638,039
7
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
118,295
90,780
Company pension contributions to defined contribution schemes
7,367
5,896
125,662
96,676

The prior year financial statements did not include disclosure of directors’ remuneration for all group companies.  The comparative figure has therefore been amended to reflect the correct amount.

 

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,374
-
0
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1,374
-
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 29 -
9
Interest payable and similar expenses
2023
2022
£
£
Other finance costs:
Other interest
79,285
63,531
10
Amounts written off investments
2023
2022
£
£
Amounts written off current loans
(12,567,551)
-
Amounts written off financial assets held at cost
(185,301)
-
(12,752,852)
-
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
3,764,175
Deferred tax
Origination and reversal of timing differences
-
0
6,190
Changes in tax status
-
0
(215)
Total deferred tax
-
0
5,975
Total tax charge
-
0
3,770,150

As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company’s financial year straddles this date, a blended corporation tax rate of 22.6% has been applied which is calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial year for which each main tax rate was applicable.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
11
Taxation
(Continued)
- 30 -

The actual charge for the period can be reconciled to the expected (credit)/charge for the period based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
(Loss)/profit before taxation
(6,934,740)
26,613,369
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 22.60% (2022: 19.00%)
(1,567,251)
5,056,540
Tax effect of expenses that are not deductible in determining taxable profit
45,807
140,920
Tax effect of income not taxable in determining taxable profit
(2,605)
-
0
Tax effect of utilisation of tax losses not previously recognised
(1,354,598)
(1,426,310)
Permanent capital allowances in excess of depreciation
99,417
(6,975)
Deferred tax
-
0
5,975
Non-trade financial losses
2,840,268
-
0
Non-trade financial profits
62
Other differences leading to an increase (decrease) in the tax charge
(61,100)
-
0
Taxation charge
-
3,770,150

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2023
2022
£
£
Deferred tax arising on:
Revaluation of property
7,385
627,675
12
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
373,750
304,000
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 31 -
13
Intangible fixed assets
Group
Negative goodwill
Computer software
Total
£
£
£
Cost
At 1 October 2022
(1,230,110)
96,735
(1,133,375)
Additions
-
0
12,921
12,921
At 31 December 2023
(1,230,110)
109,656
(1,120,454)
Amortisation and impairment
At 1 October 2022
(959,736)
20,016
(939,720)
Amortisation charged for the period
(270,374)
17,138
(253,236)
At 31 December 2023
(1,230,110)
37,154
(1,192,956)
Carrying amount
At 31 December 2023
-
0
72,502
72,502
At 30 September 2022
(270,374)
76,719
(193,655)
Company
Computer software
£
Cost
At 1 October 2022
34,313
Additions
8,925
At 31 December 2023
43,238
Amortisation and impairment
At 1 October 2022
8,135
Amortisation charged for the period
11,615
At 31 December 2023
19,750
Carrying amount
At 31 December 2023
23,488
At 30 September 2022
26,178

Negative goodwill arose on acquisition of Quadrant Systems. The negative goodwill is released to the P&L in line with the depreciation on the simulators.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 32 -
14
Tangible fixed assets
Group
Short leasehold
Equipment, furniture, fixtures and fittings
Computer equipment
Simulator equipment
Total
£
£
£
£
£
Cost or valuation
At 1 October 2022
286,313
24,375
79,469
10,715,391
11,105,548
Additions
-
0
11,603
30,765
100,846
143,214
Disposals
-
0
(5,897)
(1,865)
(101,499)
(109,261)
Revaluation
-
0
-
0
-
0
(763,313)
(763,313)
At 31 December 2023
286,313
30,081
108,369
9,951,425
10,376,188
Depreciation and impairment
At 1 October 2022
198,000
(55,357)
6,300
711,172
860,115
Depreciation charged in the period
88,313
6,795
10,452
765,659
871,219
Eliminated in respect of disposals
-
0
(5,355)
(1,373)
(10,150)
(16,878)
At 31 December 2023
286,313
(53,917)
15,379
1,466,681
1,714,456
Carrying amount
At 31 December 2023
-
0
83,998
92,990
8,484,744
8,661,732
At 30 September 2022
88,313
79,732
73,169
10,004,219
10,245,433
Company
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost or valuation
At 1 October 2022
12,418
20,234
32,652
Additions
9,155
8,495
17,650
Disposals
(5,897)
(1,865)
(7,762)
At 31 December 2023
15,676
26,864
42,540
Depreciation and impairment
At 1 October 2022
10,658
4,682
15,340
Depreciation charged in the period
1,818
5,714
7,532
Eliminated in respect of disposals
(5,355)
(1,373)
(6,728)
At 31 December 2023
7,121
9,023
16,144
Carrying amount
At 31 December 2023
8,555
17,841
26,396
At 30 September 2022
1,760
15,552
17,312

The simulator equipment was valued on an open market basis on July 2023 by Aircraft Simulation Services. All other classes of Tangible Fixed Asset are held at cost.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
14
Tangible fixed assets
(Continued)
- 33 -

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

Simulator Equipment
2023
2022
£
£
Group
Cost
7,411,187
7,411,840
Valuation (revalued in 2022 and 2023)
2,540,238
3,303,551
Carrying value
9,951,425
10,715,391
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
185,301
900,000
1,085,301
Movements in fixed asset investments
Group
Shares in subsidiaries
£
Cost or valuation
At 1 October 2022
185,301
Disposals
(185,301)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 30 September 2022
185,301
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
15
Fixed asset investments
(Continued)
- 34 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2022
1,085,301
Disposals
(185,301)
At 31 December 2023
900,000
Carrying amount
At 31 December 2023
900,000
At 30 September 2022
1,085,301

The previous investment in the 100% owned subsidiary Beijing Air One Aviation Company Ltd was deemed to carry no value, the company never traded and was dissolved in 2023, leading to a write off in full.

16
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Quadrant Systems Limited
United Kingdom
Ordinary
100.00
17
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
87,079,587
85,647,550
n/a
n/a
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Non-derivatives that are not part of a trading portfolio
66,070,792
56,428,190
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 35 -
18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
-
0
2,460
-
0
2,460
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
14,718,470
49,387,038
14,366,135
48,920,588
Amounts owed by group undertakings
-
-
4,400,222
4,301,692
Other debtors
3,372,841
2,333,079
3,370,104
2,325,878
Prepayments and accrued income
394,056
406,139
173,728
269,012
18,485,367
52,126,256
22,310,189
55,817,170
Amounts falling due after more than one year:
Amounts owed by related parties
19,929,294
11,331,857
19,929,294
11,331,857
Total debtors
38,414,661
63,458,113
42,239,483
67,149,027

No amounts owed by related parties are due for repayment and no interest charged until 1st April 2028.

20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
22
376,683
376,683
-
0
-
0
Other borrowings
7,457
1,282,234
7,457
1,282,234
Trade creditors
397,282
13,414,809
236,704
12,498,259
Corporation tax payable
2,264,175
3,754,828
2,264,175
3,754,828
Other taxation and social security
306,271
29,839
108,869
15,803
Other creditors
4,686,017
3,385,520
4,480,958
3,380,560
Accruals and deferred income
15,338,981
37,896,732
14,717,047
37,759,320
23,376,866
60,140,645
21,815,210
58,691,004

The bank holds a fixed and floating charge over the property held by the company. The floating charge covers all of the property or undertakings of the company.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 36 -
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
22
145,448
537,045
-
0
-
0
22
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
376,683
376,683
-
0
-
0
In two to five years
145,448
537,045
-
0
-
0
522,131
913,728
-
-

Secured debts of £522,129 (2022: £913,729) relate to the 737B-800W Flight Simulator.

 

The finance lease is secured against the simulator over a period of 60 months from September 2020.

 

 

23
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Other provisions
72,215
72,215
72,215
72,215
Group
£
At 1 October 2022 and 31 December 2023
72,215
Other provisions
Company
£
At 1 October 2022 and 31 December 2023
72,215
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 37 -
24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
9,568
9,568
Revaluations
635,059
627,674
644,627
637,242
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
9,568
9,568
Group
Company
2023
2023
Movements in the period:
£
£
Liability at 1 October 2022
637,242
9,568
Charge to other comprehensive income
7,385
-
Liability at 31 December 2023
644,627
9,568
25
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
100
100
100
100
Ordinary B of £1 each
50
50
50
50
Ordinary C of £1 each
200
200
200
200
350
350
350
350

The Ordinary shares carry 1 voting right per each individual share, all Ordinary shares of the company rank pari passu, and therefore carry equal rights to receive dividends. The ordinary B and Ordinary C shares are not entitled to vote.

 

In June 2024 there was a variation in the rights attached to the shares. The non-voting 'ordinary B' and 'ordinary C' shares were converted to ordinary shares which have full dividend and voting rights.

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 38 -
26
Events after the reporting date

On the 17th of June 2024, Air One Holdings Ltd, a company registered in the UAE and the immediate and ultimate parent company of Air One Aviation Ltd, transferred its entire share capital holding, to Air One International Holdings Ltd. This UK registered company then became the new immediate and ultimate company.

 

The status of, Mr G Mirchandani, as the ultimate beneficiary owner, remained unchanged.

 

A consequence of this appointment of a new parent company was the re-alignment of the accounting year end date for the existing group to match that of the new parent, this being 31st of December.

 

Under section 392 of the Companies Act 2006 Air One Aviation Ltd and its subsidiary Quadrant Systems Ltd have chosen to revise the accounting year end date for the preceding reporting period thus making a 15 month accounting period running from 1st October 2022 to 31st December 2023.

 

Separately, on the 28th of June 2024, Air One Aviation Ltd converted it’s in issue class B (50) and class C (200) shares, which previously carried no voting rights, into Ordinary shares, with full voting rights.

27
Related party transactions

The company has taken advantage of the exemption allowed under Section 33.1A of FRS102 not to disclose transactions with wholly owned members of the group.

 

During the year the company entered into transactions with companies under common control. Purchases were made totalling £224,412,662 (2022: £405,387,765) and sales totalling £9,126,814 (2022: £29,612,933).

 

At the year end the company owed a connected party £1,710,917 (2022: £11,109,810) included within trade creditors and were owed £5,635,374 (2022: £nil) by a connected company included within trade debtors.

 

Another connected company under common control owes the company £19,929,295 (2022: £11,331,857) which is included in amounts owed by related parties due after more than one year. During the year, the company provided capital through an interest-bearing loan of $16,000,000 to this company. The amount of interest accrued on the loan was $162,623. Subsequently, prior to the period end, the loan and accrued interest were written off.

 

The company were owed £888,011 (2022: £nil) by a connected company included within trade debtors. £341,689 (2022: £nil) is payable by the group to this company.

 

No other transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102.

 

During the year, a total of key management personnel compensation of £779,326 (2022 - £106,440) was paid.

28
Controlling party

The immediate controlling party is Air One International Holdings Limited, a company registered in England and Wales. Until 17th June 2024 the immediate controlling party was Air One Holdings Limited, a company registered in United Arab Emirates. The ultimate controlling party is G. Mirchandani.

 

AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 39 -
29
Cash (absorbed by)/generated from group operations
2023
2022
£
£
(Loss)/profit for the period after tax
(6,934,740)
22,843,219
Adjustments for:
Taxation charged
-
0
3,770,150
Finance costs
79,285
63,531
Investment income
(1,374)
-
0
Loss on disposal of tangible fixed assets
92,383
-
Loss on disposal of fixed asset investment
185,301
-
0
Profit on disposal of simulators
-
(357,473)
Amortisation and impairment of intangible assets
(253,236)
Depreciation and impairment of tangible fixed assets
871,219
(996,193)
Revaluation reserve
-
3,303,551
Increase in provisions
-
72,215
Movements in working capital:
Decrease/(increase) in stocks
2,460
(2,460)
Decrease/(increase) in debtors
25,043,452
(18,711,055)
(Decrease)/increase in creditors
(35,273,126)
9,485,331
Cash (absorbed by)/generated from operations
(16,188,376)
19,470,816
30
Analysis of changes in net funds - group
1 October 2022
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
22,540,783
(18,678,422)
3,862,361
Borrowings excluding overdrafts
(1,282,234)
1,274,777
(7,457)
Obligations under finance leases
(913,728)
391,597
(522,131)
20,344,821
(17,012,048)
3,332,773

In the prior year, the note omitted the amounts of other borrowings.  These have been included, including comparatives, in the current year.

 

31
Analysis of changes in net funds - company
1 October 2022
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
22,249,806
(19,529,692)
2,720,114
Borrowings excluding overdrafts
(1,282,234)
1,274,777
(7,457)
20,967,572
(18,254,915)
2,712,657
AIR ONE AVIATION LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
31
Analysis of changes in net funds - company
(Continued)
- 40 -

In the prior year, the note omitted the amounts of other borrowings.  These have been included, including comparatives, in the current year.

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