REGISTERED NUMBER: 06915577 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

FOR

MW & AIT HOLDINGS LTD.

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

to

4

Report of the Independent Auditors

5

to

8

Statement of Income and Retained Earnings

9

Balance Sheet

10

Notes to the Financial Statements

11

to

15

DIRECTORS:

S A Wright

M C Higginson

GJ Jenkins

SECRETARY:

A K Buckley

REGISTERED OFFICE:

Dale Road

New Mills

High Peak

Derbyshire

SK22 4NW

REGISTERED NUMBER:

06915577 (England and Wales)

AUDITORS:

Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

The directors present their strategic report for the year ended 31 October 2024.

REVIEW OF BUSINESS

The Company acts as an intermediate holding company within a group and continues to hold assets utilised by the trading subsidiaries, for which it charges a management fee. It also receives dividend income from subsidiary undertakings which is distributed to its shareholders in accordance with their shareholdings. A fuller review of the activities, development and performance of the wider group is presented in the consolidated financial statements of the ultimate parent company, Wright Family Holdings Ltd.

PRINCIPAL RISKS AND UNCERTAINTIES

Principle risks and uncertainties are considered at group level. Details can be found in the consolidated financial statements of the ultimate parent company, Wright Family Holdings Ltd.

ON BEHALF OF THE BOARD:

S A Wright - Director

21 October 2025

The directors present their report with the financial statements of the company for the year ended 31 October 2024.

PRINCIPAL ACTIVITY

The Company is an intermediate holding company within a group. Its principal activity is the ownership of certain assets utilised by the group’s trading subsidiaries, for which it charges a management fee. The Company also receives dividend income from subsidiary undertakings which it distributes to its shareholders.

DIVIDENDS

The total distribution of dividends for the year ended 31 October 2024 will be £ 626,263 .

FUTURE DEVELOPMENTS

The directors do not anticipate any significant changes in the nature of the Company’s activities in the foreseeable future.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report.

S A Wright

M C Higginson

GJ Jenkins

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Allens Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S A Wright - Director

21 October 2025

Opinion

We have audited the financial statements of MW & AIT Holdings Ltd. (the 'company') for the year ended 31 October 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 October 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

Identifying and assessing potential risks related to irregularities

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

-

the nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, key drivers for the directors' remuneration, bonus levels and performance targets;

-

results of our enquiries of management and the board of directors about their own identification and assessment of the risks of irregularities;

-

any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

-

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

-

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified

Our procedure to respond to risks identified included the following:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

-

enquiring of management and the board of directors concerning actual and potential litigation and claims;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

Other matters which we are required to address

This is the first year in which the Company’s financial statements have been subject to statutory audit. Accordingly, the comparative figures for the year ended 31 October 2023 were unaudited.

Use of our report

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

Dean McMullan (Senior Statutory Auditor)

for and on behalf of Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

21 October 2025

TURNOVER

-

-

Administrative expenses

212,417

187,058

(212,417

)

(187,058

)

Other operating income

235,009

176,256

OPERATING PROFIT/(LOSS)

4

22,592

(10,802

)

Income from shares in group undertakings

1,328,543

1,324,520

Interest receivable and similar income

6,823

2,178

1,335,366

1,326,698

PROFIT BEFORE TAXATION

1,357,958

1,315,896

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

1,357,958

1,315,896

Retained earnings at beginning of year

2,707,285

1,715,909

Dividends

6

(626,263

)

(324,520

)

RETAINED EARNINGS AT END OF YEAR

3,438,980

2,707,285

FIXED ASSETS

Tangible assets

7

1,598,593

1,389,638

Investments

8

2,028,282

1,421,524

3,626,875

2,811,162

CURRENT ASSETS

Debtors

9

130,312

83,736

Cash at bank

817,740

340,868

948,052

424,604

CREDITORS

Amounts falling due within one year

10

1,131,947

524,481

NET CURRENT LIABILITIES

(183,895

)

(99,877

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,442,980

2,711,285

CAPITAL AND RESERVES

Called up share capital

11

4,000

4,000

Retained earnings

12

3,438,980

2,707,285

SHAREHOLDERS' FUNDS

3,442,980

2,711,285

The financial statements were approved by the Board of Directors and authorised for issue on 21 October 2025 and were signed on its behalf by:

S A Wright - Director

1.	STATUTORY INFORMATION

MW & AIT Holdings Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

After reviewing the Company's financial position, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future being a period of not less than 12 months from the date of approval of these financial statements. The Company therefore continues to adopt the going concern basis in preparing the financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about MW & AIT Holdings Ltd. as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Wright Family Holdings Ltd, 123 Wellington Road South, Stockport, Cheshire, United Kingdom, SK1 3TH.

Related party exemption

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

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses for the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

There are no significant judgements or estimates that have had a significant effect on amounts recognised in the financial statements.

Tangible fixed assets

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

Freehold property

-

2% on cost and Land is not depreciated

Fixtures & fittings

-

20% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost, less provision for impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, deposits with banks and other short term highly liquid investments with original maturities of three months or less and bank overdrafts. In the Balance Sheet, bank overdrafts are shown within borrowings or current liabilities.

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 rate method, less any impairment.

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.

Financial instruments

The Company holds only basic financial instruments as defined in FRS 102. These comprise cash and cash equivalents, trade debtors, other debtors, amounts due to and from group undertakings, trade creditors and other creditors.

Basic financial instruments are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, in which case the instrument is measured at the present value of the future payments discounted at a market rate of interest. Subsequently, such instruments are measured at amortised cost using the effective interest method, where relevant.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Dividends

Dividends to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the Statement of Income and Retained Earnings.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 October 2024 nor for the year ended 31 October 2023.

4.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

31/10/24

31/10/23

Unaudited

£

£

Depreciation - owned assets

222,221

169,982

Profit on disposal of fixed assets

(17,954

)

-

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 October 2024 nor for the year ended 31 October 2023.

6.

DIVIDENDS

31/10/24

31/10/23

Unaudited

£

£

A Ordinary shares of £1 each

Interim

443,707

229,922

B Ordinary shares of £1 each

Interim

68,889

35,697

C Ordinary shares of £1 each

Interim

68,889

35,697

D Ordinary shares of £1 each

Interim

32,253

16,713

E Ordinary shares of £1 each

Interim

12,525

6,491

626,263

324,520

7.	TANGIBLE FIXED ASSETS

Freehold

Fixtures

property

& fittings

Totals

£

£

£

COST

At 1 November 2023

769,322

1,603,961

2,373,283

Additions

-

467,697

467,697

Disposals

-

(46,365

)

(46,365

)

At 31 October 2024

769,322

2,025,293

2,794,615

DEPRECIATION

At 1 November 2023

-

983,645

983,645

Charge for year

-

222,221

222,221

Eliminated on disposal

-

(9,844

)

(9,844

)

At 31 October 2024

-

1,196,022

1,196,022

NET BOOK VALUE

At 31 October 2024

769,322

829,271

1,598,593

At 31 October 2023

769,322

620,316

1,389,638

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 November 2023

1,421,524

Additions

606,758

At 31 October 2024

2,028,282

NET BOOK VALUE

At 31 October 2024

2,028,282

At 31 October 2023

1,421,524

The following companies are subsidiaries directly controlled by the Company;

Subsidiary

RO

Company No.

Shareholding

Morgan-Ward (Non-Destructive Testing) Ltd

1

01127975

100%

Aerospace NDT Ltd

1

03615502

100%

AOG Inspection Ltd

1

09130323

100%

Aerospace Inspection Training Ltd

2

01529082

100%

NDT Personnel Ltd

1

10527207

90%

International School of Aerospace NDT Ltd

3

03110553

80%

Registered Office (RO) Addresses

1.

Dale Road, New Mills, High Peak, Derbyshire, SK22 4NW

2.

Units 9&10 Takeley Business Centre, Dunmow Rd, Takeley, Essex, CM22 6SJ

3.

Unit A & B Iceni Court, Delft Way, Norwich NR6 6BB

Parent company guarantee of subsidiary liabilities

The Company has provided guarantees under section 479C of the Companies Act 2006 in respect of the above listed subsidiary undertakings. These subsidiaries have taken advantage of the audit exemption available under section 479A of the Act on the basis of those guarantees. The guarantees cover the liabilities of those subsidiaries to the extent that they fall within the scope of the guarantees given.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/10/24

31/10/23

Unaudited

£

£

Amounts owed by group undertakings

78,070

78,070

Other debtors

48,500

2,000

VAT

3,742

3,666

130,312

83,736

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/10/24

31/10/23

Unaudited

£

£

Trade creditors

3,202

2,293

Amounts owed to group undertakings

823,954

505,154

Other creditors

301,547

9,389

Directors' loan accounts

3,244

7,645

1,131,947

524,481

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/10/24

31/10/23

value:

£

£

2,834

A Ordinary

£1

2,834

2,834

440

B Ordinary

£1

440

440

440

C Ordinary

£1

440

440

206

D Ordinary

£1

206

206

80

E Ordinary

£1

80

80

4,000

4,000

Each class of share ranks pari passu in all respects, rights to dividends, capital distributions (including on winding up), and voting. There are no preferential rights or restrictions attached to any class of share.

12.

RESERVES

Retained earnings represent the cumulative net profits and losses of the Company, less any distributions made to shareholders. These reserves are distributable and available for dividend payments, subject to the requirements of the Companies Act 2006.

13.	CONTINGENT LIABILITIES

The Company has given guarantees under section 479C of the Companies Act 2006 in respect of the liabilities of its subsidiary undertakings within the scope of the guarantee, in order to enable those subsidiaries to claim audit exemption under section 479A of the Companies Act 2006. The directors consider the likelihood of any payment being required under these guarantees to be remote and, accordingly, no liability has been recognised in the financial statements.

The directors are not aware of any other contingent liabilities at the balance sheet date.

14.	ULTIMATE CONTROLLING PARTY

The Company’s immediate and ultimate parent undertaking is Wright Family Holdings Ltd (company number 12436381), which prepares the smallest and largest group accounts in which these financial statements are consolidated. Copies of those accounts are available from Companies House.

The ultimate controlling parties are Mr S Wright and Mrs B Wright, who together hold a majority of the share capital of Wright Family Holdings Ltd.