ACCOUNTS - Final Accounts preparation

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

Registered number: 06311845

OA HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

OA HOLDINGS LIMITED

COMPANY INFORMATION

Directors	S A J Nahum
	J A Reuben (resigned 25 September 2024)
	E M Sawyer (resigned 7 October 2024)
	W S S Curtis (appointed 7 October 2024)


Registered number	06311845


Registered office	4th Floor
	Millbank Tower
	21-24 Millbank
	London
	SW1P 4QP


Independent auditors	Adler Shine LLP
	Chartered Accountants & Statutory Auditor
	Cornwall Avenue
	London
	N3 1LF

OA HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3
Directors' Responsibilities Statement	4
Independent Auditors' Report	5 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11 - 12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Consolidated Analysis of Net Debt	18
Notes to the Financial Statements	19 - 37

OA HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their Strategic Report for the year ended 31 December 2024.

Principal activity and review of the business

The principal activity of the group continued to be that of managing London Oxford Airport.

The management team continues to deliver sound strategies and competent outcomes such that regulatory complinace is maintained and commercial opportunities are optimised.

Modernisation of the airport continues. The airport is moving through a period of change as new infrastructure is added, new buildings are erected to serve existing and incoming tenants and business systems are modernised. Work continues on the construction of a new aircraft hangar whichi is due to be completed by Q1 2026.

Principal risks and uncertainties

The group is exposed to financial risk, commercial risk and operating risk. The risk management policies employed by the group to manage these risks are discussed below.

Financial risk

The group supplies goods and services to customers on normal credit terms. Trade debtor balances are monitored on an ongoing basis and credit terms for all customers are regularly reviewed. The group's other financial risks arise on loans and cash balances. Cash projections and forecasts are regularly by management to identify any issues and act accordingly. The current loan facilities have been agreed at appropriate levels given the group's forecasted operating cashflows, loan repayments, expected future capital expenditure and trading income over the course of the forseeable future.

Commercial risk

The group operates in a competitive market and there is a continuing risk that the group could lose customers due to challenges in the economy. This risk is mitigated by not being dependent on a single customer and continuously delivering a first-class VIP service to customers. In order to manage commercial risk, the covenant strength of potential tenants and customers is assessed on a case-by-case basis. For leased space, as a standard policy, security is obtained in the form of a rental deposit or guarantee. Tenants are reviewed on a regular basis to monitor payment and trading patterns.

Operating risk

The group measures and mitigates its operating risk through its comprehensive Safety Management System, the suitablilty and effectiveness of which is regularly assessed by management, the directors and by the UK CAA. Some operating risks, such as those related to aircraft operators using the airport, are not primarily owned by London Oxford Airport but might nevertheless impact the business. Such risks are also considered and where possible, mitigated.

Future outlook

The group continues to pursue its strategic aims of increasing built rental space in order to provide increased revenues, jobs and valuable training to employees from the surrounding communities. Aircraft movememnts are not expected to increase dramatically over the coming decade. Our strategy includes building relationships with and encouraging aircraft maintenance firms to establish or expand facilities at London Oxford Airport and by providing modern hangerage facilities that encourage aircraft owners and operators to choose London Oxford Airport as their base airport.

Page 1

OA HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The director's consider that the key performance indicators (KPIs) are those that communicate the financial performance and strength of the group as a whole to the members. These KPIs comprise revenue, operating profit and cash held in the bank.

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

S A J Nahum

Director

Date: 4 September 2025

Page 2

OA HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The loss for the year, after taxation, amounted to £10,130,941 (2023 - loss £8,624,425).

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who served during the year were:

S A J Nahum

J A Reuben (resigned 25 September 2024)

E M Sawyer (resigned 7 October 2024)

W S S Curtis (appointed 7 October 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

Adler Shine LLP was appointed as auditor in the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Going concern

Having reviewed the group's financial forecasts and expected future cash, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, a period not less than 12 months from the date of signing these financial statements. This assumes continuing financial support will be provided by its ultimate parent undertaking and controlling parties. Thus, the going concern basis has been adopted in preparing the financial statements for the year ended 31 December 2024.

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

S A J Nahum

Director

Date: 4 September 2025

Page 3

OA HOLDINGS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙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 Group will continue in business.

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

Page 4

OA HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OA HOLDINGS LIMITED

Opinion

We have audited the financial statements of OA Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 5

OA HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OA HOLDINGS LIMITED (CONTINUED)

Other information

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

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 6

OA HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OA HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

OA HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OA HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:

• considered the nature of the industry and sectors, control environment and business performance;

• made enquires of management about their own identification and assessment of the risk of

irregularities;

• performed audit work over the risk of management override of controls, including testing of journal

entries and other adjustments for appropriateness, and reviewing accounting estimates for bias;

• undertaken appropriate sample based testing of bank transactions;

• identified and evaluated compliance with relevant laws and regulations and made enquiries of any

instances of non-compliance; and

• discussed matters among the audit engagement team regarding how and where fraud might occur in

the financial statements and potential indicators of fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Page 8

OA HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OA HOLDINGS LIMITED (CONTINUED)

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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

S Yeshin FCA (Senior Statutory Auditor)

for and on behalf of

Adler Shine LLP

Chartered Accountants

Statutory Auditor

Cornwall Avenue

London

N3 1LF

4 September 2025

Page 9

OA HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	16,498,077	15,949,454
Cost of sales		(4,312,766)	(5,000,372)
Gross profit		12,185,311	10,949,082
Administrative expenses		(11,448,691)	(10,350,013)
Operating profit		736,620	599,069
Interest receivable and similar income	8	4,728	12,310
Interest payable and similar expenses	9	(9,917,418)	(9,043,235)
Loss before taxation		(9,176,070)	(8,431,856)
Tax on loss	10	(954,871)	(192,569)
Loss for the financial year		(10,130,941)	(8,624,425)

Loss for the year attributable to:
Owners of the parent Company	(10,130,941)	(8,624,425)
	(10,130,941)	(8,624,425)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 19 to 37 form part of these financial statements.

Page 10

OA HOLDINGS LIMITED

REGISTERED NUMBER: 06311845

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	12		103,325,915		96,612,115
			103,325,915		96,612,115
Current assets
Stocks	14	339,826		280,481
Debtors	15	13,441,503		12,314,481
Cash at bank and in hand	16	2,998,096		2,790,864
		16,779,425		15,385,826
Creditors: amounts falling due within one year	17	(48,420,095)		(39,973,729)
Net current liabilities			(31,640,670)		(24,587,903)
Total assets less current liabilities			71,685,245		72,024,212
Creditors: amounts falling due after more than one year	18		(168,108,305)		(159,416,957)
Provisions for liabilities
Deferred tax	21	(2,027,847)		(927,221)
			(2,027,847)		(927,221)
Net assets excluding pension asset			(98,450,907)		(88,319,966)
Net liabilities			(98,450,907)		(88,319,966)

Capital and reserves
Called up share capital	22	200,000	200,000
Profit and loss account	23	(98,650,907)	(88,519,966)
Equity attributable to owners of the parent Company		(98,450,907)	(88,319,966)
		(98,450,907)	(88,319,966)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S A J Nahum

Director

Date: 4 September 2025

The notes on pages 19 to 37 form part of these financial statements.

Page 11

OA HOLDINGS LIMITED

REGISTERED NUMBER: 06311845

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

Page 12

OA HOLDINGS LIMITED

REGISTERED NUMBER: 06311845

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	13		1,000		1,000
			1,000		1,000
Current assets
Debtors	15	44,057,559		45,612,559
		44,057,559		45,612,559
Creditors: amounts falling due within one year	17	(20,959,229)		(19,775,229)
Net current assets			23,098,330		25,837,330
Total assets less current liabilities			23,099,330		25,838,330

Creditors: amounts falling due after more than one year	18		(113,662,943)		(109,412,443)

Net assets excluding pension asset			(90,563,613)		(83,574,113)
Net liabilities			(90,563,613)		(83,574,113)

Capital and reserves
Called up share capital	22	200,000	200,000
Profit and loss account	23	(90,763,613)	(83,774,113)
		(90,563,613)	(83,574,113)

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 £6,989,500 (2023 - £7,575,330)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S A J Nahum

Director

Date: 4 September 2025

The notes on pages 19 to 37 form part of these financial statements.

Page 13

OA HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 January 2023	200,000	(79,895,541)	(79,695,541)	(79,695,541)
Comprehensive income for the year
Loss for the year	-	(8,624,425)	(8,624,425)	(8,624,425)

At 1 January 2024	200,000	(88,519,966)	(88,319,966)	(88,319,966)
Comprehensive income for the year
Loss for the year	-	(10,130,941)	(10,130,941)	(10,130,941)
At 31 December 2024	200,000	(98,650,907)	(98,450,907)	(98,450,907)

The notes on pages 19 to 37 form part of these financial statements.

Page 14

OA HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	200,000	(76,198,783)	(75,998,783)
Comprehensive income for the year
Loss for the year	-	(7,575,330)	(7,575,330)

At 1 January 2024	200,000	(83,774,113)	(83,574,113)
Comprehensive income for the year
Loss for the year	-	(6,989,500)	(6,989,500)
At 31 December 2024	200,000	(90,763,613)	(90,563,613)

The notes on pages 19 to 37 form part of these financial statements.

Page 15

OA HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(10,130,941)	(8,624,425)
Adjustments for:
Depreciation of tangible assets	2,434,445	1,493,066
Loss on disposal of tangible assets	31,083	(593)
Interest paid	9,917,418	9,043,235
Interest received	(4,728)	(12,310)
Taxation charge	954,871	192,569
(Increase) in stocks	(59,345)	(13,391)
(Increase) in debtors	(1,781,898)	(1,439,123)
Increase in creditors	1,946,368	2,388,922
Corporation tax (paid)	(300,000)	(300,000)
Increase/(decrease) in provisions	1,100,626	(62,700)
Net cash generated from operating activities	4,107,899	2,665,250

Cash flows from investing activities
Purchase of tangible fixed assets	(9,148,243)	(19,360,911)
Sale of tangible fixed assets	(31,083)	593
Interest received	4,728	12,310
Net cash from investing activities	(9,174,598)	(19,348,008)

Page 16

OA HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
New secured loans	-	25,604,117
Other new loans	4,666,636	-
New loans from group companies	10,524,713	-
Interest paid	(9,917,418)	(7,859,236)
Net cash used in financing activities	5,273,931	17,744,881
Net increase in cash and cash equivalents	207,232	1,062,123
Cash and cash equivalents at beginning of year	2,790,864	1,728,741
Cash and cash equivalents at the end of year	2,998,096	2,790,864

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,998,096	2,790,864
	2,998,096	2,790,864

The notes on pages 19 to 37 form part of these financial statements.

Page 17

OA HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	Other non-cash changes	At 31 December 2024
£	£	£	£

Cash at bank and in hand	2,790,864	207,232	-	2,998,096
Debt due after 1 year	(157,374,889)	(2,000,000)	(8,733,417)	(168,108,306)
Debt due within 1 year	(19,540,055)	-	(1,184,000)	(20,724,055)
	(174,124,080)	(1,792,768)	(9,917,417)	(185,834,265)

The notes on pages 19 to 37 form part of these financial statements.

Page 18

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

OA Holdings Limited ('the company') is a private company limited by shares. The company was incorporated in England and Wales and its registered office address is 4th Floor, Millbank Tower, 21-24 Millbank, London, SW1P 4QP.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

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

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

The financial statements are presented in sterling, which is the functional currency of the entity.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

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

2.3

Going concern

At the time of approving these financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the forseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements, notwithstanding that at the balance sheet date the company had net liabilities of £98,450,907 (2023: £88,319,966). The validity of which is dependent on the continued support from the company's parent undertaking and ultimate controlling parties.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes for the provision of aircraft handling services and the managing of the airport.

Page 19

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

2.6

Operating leases: the Group as lessee

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

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

2.7

Interest income

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

2.8

Finance costs

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

2.9

Pensions

Defined contribution pension plan

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

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

Page 20

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

2.11

Intangible assets

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

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

2.12

Tangible fixed assets

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

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

Page 21

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	10-50 years
Motor vehicles	-	3-15 years
Fixtures and fittings	-	3-20 years
Assets under construction	-	No depreciation

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

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

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

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

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.16

Cash and cash equivalents

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

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

Page 22

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Provisions for liabilities

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

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

2.19

Financial instruments

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

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Impairment of financial assets

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

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

If there is a favourable change in relation to the events surrounding the impairment loss then the

Page 23

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

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

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

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

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

Page 24

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are 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 of the revision and future periods where revision affects both current and future periods.

In preparing theses financial statements, the directors have made the following judgements:

- Determine the extent to which deferred tax assets are recognised upon taxable propfits that are expected to arise in the future.

Key sources of estimation uncertainty:

- Tangible fixed assets

The company recognised fixed assets where such expenditure enhances the assets of the Company, whereas any expenditure classed as maintenance is expensed in the period incurred. Determining enhancement from maintenance is a subjective area. The estimated useful life and depreciation policies of the Company's tangible fixed assets are based on management judgement and experience.

Airport income	12,144,592	12,983,694
Rental income	4,353,485	2,965,760
	16,498,077	15,949,454

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	16,498,077	15,949,454
	16,498,077	15,949,454

Page 25

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

28,000

17,000

6.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	4,225,713	4,006,761	55,000	27,500
Social security costs	465,252	421,096	-	-
Cost of defined contribution scheme	160,946	146,732	-	-
	4,851,911	4,574,589	55,000	27,500

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

	2024	2023
	No.	No.

Airport staff	94	93

7.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	55,000	27,500
	55,000	27,500

Page 26

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Interest receivable
		2024	2023
		£	£

	Interest on bank deposits	4,728	12,310
		4,728	12,310

9.	Interest payable and similar expenses
		2024	2023
		£	£

Interest on bank overdrafts and loans	6,211,942	6,405,898
Other interest on financial liabilities	2,521,476	1,453,337
Interest on preference shares	1,184,000	1,184,000
	9,917,418	9,043,235

Deferred tax
Capital allowances in excess of depreciation	1,100,626	(62,701)
Tax losses carried forward	(145,755)	255,270
Total deferred tax	954,871	192,569


	Tax on loss	954,871	192,569

Page 27

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Loss on ordinary activities before tax

(9,176,070)

(8,431,856)

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25 % (2023 - 23.50 %)	(2,178,657)	(1,981,486)
Effects of:
Expenses not deductible for tax purposes	2,126,815	1,981,830
Utilisation of tax losses	-	(55,281)
Depreciation on assets not qualifying for tax allowances	177,509	166,858
Deferred tax adjustments in respect of prior years	640,392	(69,873)
Group relief not paid for	-	150,521
Other deferred tax adjustments	188,812	-
Total tax charge for the year	954,871	192,569

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2024	324,000
	At 31 December 2024	324,000
	Amortisation
	At 1 January 2024	324,000
	At 31 December 2024	324,000
	Net book value
	At 31 December 2024	-
	At 31 December 2023	-

Page 29

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets
	Group

	Freehold property	Motor vehicles	Fixtures and fittings	Assets under construction	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	82,936,175	970,827	8,466,332	30,410,999	122,784,333
Additions	-	-	524,938	8,623,305	9,148,243
Disposals	(3,671,178)	(294,633)	(6,719,921)	-	(10,685,732)
Transfers between classes	33,768,877	-	-	(33,768,877)	-
At 31 December 2024	113,033,874	676,194	2,271,349	5,265,427	121,246,844
Depreciation
At 1 January 2024	17,839,780	778,073	7,554,363	-	26,172,216
Charge for the year on owned assets	2,034,582	68,388	331,475	-	2,434,445
Disposals	(3,671,178)	(294,633)	(6,719,921)	-	(10,685,732)
At 31 December 2024	16,203,184	551,828	1,165,917	-	17,920,929
Net book value
At 31 December 2024	96,830,690	124,366	1,105,432	5,265,427	103,325,915
At 31 December 2023	65,096,394	192,753	911,969	30,410,999	96,612,115

If revalued assets were stated on a historical cost basis, the total amounts included would have been as follows:
	2024	2023
	£	£

Group
Cost	88,108,876	58,011,177
Accumulated depreciation	(16,203,184)	(17,839,780)
Carrying value	71,905,692	40,171,397

Page 30

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2024	1,000
	At 31 December 2024	1,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

OA Acquisitions Limited	England & Wales	Intermediate holding company	Ordinary	100%
Oxford Aviation Services Limited*	England & Wales	Managing London Oxford Airport	Ordinary	100%
OA Techpark Limited	England & Wales	Leasehold property holding company	Ordinary	100%

*Indirect holding through subsidiary.

14.	Stocks
		Group	Group
		2024	2023
		£	£

Fuel and oil	339,826	280,481
	339,826	280,481

Page 31

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due after more than one year
Deferred tax asset	2,602,266	2,456,511	-	-
Due within one year
Trade debtors	2,586,116	1,850,055	-	-
Amounts owed by group undertakings	5,000,000	5,000,000	44,057,559	45,612,559
Other debtors	2,073,649	2,281,147	-	-
Prepayments and accrued income	525,681	372,977	-	-
Tax recoverable	653,791	353,791	-	-
Total debtors	13,441,503	12,314,481	44,057,559	45,612,559

Included within other debtors is a deferred tax asset of £2,602,266 (2023: £2,456,511) relating to tax losses. At the year end the group had tax losses of £10,409,064 (2023: £9,826,044) available to be recovered against future taxable profits and deferred tax liabilities included in note 21.

16.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

Cash at bank and in hand	2,998,096	2,790,864
	2,998,096	2,790,864

Page 32

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Other loans	2,210,174	210,174	210,174	210,174
Trade creditors	1,857,363	2,021,150	-	-
Amounts owed to group undertakings	15,859,979	11,359,979	-	-
Other taxation and social security	1,969,366	1,909,622	-	-
Other creditors	24,378,758	23,104,080	20,724,055	19,540,055
Accruals and deferred income	2,144,455	1,368,724	25,000	25,000
	48,420,095	39,973,729	20,959,229	19,775,229

18.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Other loans	107,321,149	104,654,512	98,862,943	94,612,443
Preference shares	14,800,000	14,800,000	14,800,000	14,800,000
Amounts owed to group undertakings	45,987,156	39,962,445	-	-
	168,108,305	159,416,957	113,662,943	109,412,443

Page 33

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Amounts falling due within one year
Amounts owed to group companies	15,859,979	11,359,979	-	-
Other loans	2,210,174	210,174	210,174	210,174
	18,070,153	11,570,153	210,174	210,174
Amounts falling due 1-2 years
Amounts owed to group companies	10,460,682	-	-	-
Amounts falling due 2-5 years
Amounts owed to group companies	35,526,475	39,962,444	-	-
Other loans	107,321,148	104,654,513	98,862,943	94,612,443
	142,847,623	144,616,957	98,862,943	94,612,443
Amounts falling due after more than 5 years
Preference shares	14,800,000	14,800,000	14,800,000	14,800,000
	14,800,000	14,800,000	14,800,000	14,800,000
	186,178,458	170,987,110	113,873,117	109,622,617

The loans are secured over the group's assets.

The preference shares have the right to receive a fixed cumulative preferential dividend at a rate of 8% per annum. Any unpaid preference dividends shall be carried forward each year and become a debt due from and immediately payable by the company in respect of each preference share held, to the extent that the company has profits available for distribution.

Page 34

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Financial instruments
		Group	Group
		2024	2023
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	2,998,096	2,790,864

Financial assets measured at fair value through profit or loss comprise bank balances.

21.	Deferred taxation
	Group

		2024
		£

	At 1 January 2024	(927,221)
	Charged to profit or loss	(1,100,626)
	At end of year	(2,027,847)

Company

		2024

	At end of year	-

		Group	Group
		2024	2023
		£	£

	Accelerated capital allowances	(2,027,847)	(927,221)
		(2,027,847)	(927,221)

Page 35

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100,000 (2023 - 100,000) Ordinary A shares of £1.00 each	100,000	100,000
100,000 (2023 - 100,000) Ordinary B shares of £1.00 each	100,000	100,000

	200,000	200,000

23.

Reserves

Profit and loss account

This reserve records the retained profits and accumulated losses.

24.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £160,946 (2023 - £146,732). Contributions totalling £26,524 (2023: £26,309) were payable to the fund at the reporting ate and are included in other creditors.

Page 36

OA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Commitments under operating leases
	Lessee:
	At 31 December 2024, the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	504,759	275,235
Later than 1 year and not later than 5 years	87,009	794,056
	591,768	1,069,291

Lessor:

At 31 December 2024, the Group and the Company had contracted with tenants for the following minimum lease payments under non-cancellable operating leases for each of the following periods:

		Group	Group
		2024	2023
		£	£

Not later than 1 year	3,614,294	2,014,558
Later than 1 year and not later than 5 years	10,365,184	2,220,277
Later than 5 years	41,648,272	118,913
	55,627,750	4,353,748

26.

Related party transactions

The group and company have taken the exemption available in FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

Included in other creditors is a balance of £1,291,218 (2023: £1,291,218) due to Aldersgate Investments Limited, an entity under common control.

Included in administrative expenses is £55,000 (2023: £27,500) paid by the company to Siren Capital London Limited for director services provided.

27.	Controlling party

The immediate parent company is Alnwick Estates Limited and the ultimate parent is Omaha Business Holdings Corp. Both companies are registered in the British Virgin Islands at 2nd Floor, O'Neal Marketing Associates Building, P.O. Box 3174, Wickham's Cay II, Road Town, Tortola, BVI.

Page 37