REGISTERED NUMBER: 06210837 (England and Wales)

GENAIR UK LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

P J Starling

A J Wright

REGISTERED OFFICE:

Marston House

5, Elmdon Lane

Marston Green

Solihull

West Midlands

B37 7DL

BUSINESS ADDRESS:

Unit 2-3 Prothero Works

Bilport Lane

Wednesbury

WS10 0NT

REGISTERED NUMBER:

06210837 (England and Wales)

AUDITORS:

Cooper Parry

1st Floor, Abbey Square,

Davidson House, The Forbury

Reading

RG1 3EU

The directors present their strategic report for the year ended 30 April 2025.

REVIEW OF BUSINESS

The company provides rental, service, and maintenance of compressors to customers across the UK, serving construction, infrastructure, manufacturing, and utilities sectors. The business continues to focus on maintaining a reliable fleet, delivering high service standards, and investing in more energy-efficient technologies.

During the year ended 30 April 2025, demand was resilient despite economic headwinds, supported by infrastructure and essential industry projects.

Continued investment in new fleet assets and maintenance systems has strengthened operational capability.

Key highlights:

- Turnover increasing by 10.04% to £14,886,358 (2024 : £13,528,063)

- Gross margin has increased to 41.70% (2024 : 37.89%)

- Profit before tax increasing to £4,664,874 (2024 : £3,433,392)

On the 5 February 2025, the company was acquired by STAR Willow Topco Limited via its subsidiary STAR Willow Bidco Limited.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board monitors risks that could affect performance. Key risks include:

- Market conditions: Activity in core sectors is linked to wider economic performance. A slowdown could reduce demand.

- Competition and pricing: Pressure from other providers could impact hire rates.

- Fleet reliability: Equipment failure or supply chain delays could reduce utilisation.

- Health & safety compliance: Operating in high-risk environments requires strict safety standards.

- Environmental regulation: Growing demand for lower-emission equipment may impact older fleet.

- Funding: Fleet renewal depends on access to finance and stable cash flow.

- Skilled staff: Retention and recruitment of engineers are critical to service delivery.

Mitigation measures include investment in modern fleet and systems, strong supplier and customer relationships, ongoing health and safety focus, and prudent financial management.

OUTLOOK

Looking forward, the Board remains cautiously optimistic. While the economic environment remains uncertain, the Company's diverse customer base, strong focus on operational excellence, and commitment to investing in a modern, sustainable fleet provide a solid platform for continued resilience and growth.

ON BEHALF OF THE BOARD:

A J Wright - Director

30 October 2025

The directors present their report with the financial statements of the company for the year ended 30 April 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of hire of generators and other equipment

DIVIDENDS

The total distribution of dividends for the year ended 30 April 2025 will be £ 1,679,418 .

FUTURE DEVELOPMENTS

The directors anticipate the business environment will remain competitive. They believe that the company is in a good financial position and that the risks that have been identified are being well managed. The directors are confident in the company's ability to maintain and build on this position, to increase its turnover, profitability and grow its market share.

DIRECTORS

P J Starling has held office during the whole of the period from 1 May 2024 to the date of this report.

Other changes in directors holding office are as follows:

D G Timmins - resigned 5 February 2025

P M Jones - resigned 5 February 2025

M A Jones - resigned 5 February 2025

A J Wright - appointed 5 February 2025

POLITICAL DONATIONS AND EXPENDITURE

No political donations have been made in the year.

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, Cooper Parry, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A J Wright - Director

30 October 2025

Opinion

We have audited the financial statements of Genair UK Limited (the 'company') for the year ended 30 April 2025, which comprise the profit and loss account, the balance sheet, the 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 company's affairs as at 30 April 2025 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 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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.

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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to 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 Report of the Auditors.

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.

Roslyn McFarlane (Senior Statutory Auditor)

for and on behalf of Cooper Parry

1st Floor, Abbey Square,

Davidson House, The Forbury

Reading

RG1 3EU

30 October 2025

TURNOVER

3

14,886,358

13,528,063

Cost of sales

8,678,061

8,401,786

GROSS PROFIT

6,208,297

5,126,277

Administrative expenses

1,466,081

1,626,403

OPERATING PROFIT

5

4,742,216

3,499,874

Interest receivable and similar income

758

6,442

4,742,974

3,506,316

Interest payable and similar expenses

6

78,100

72,924

PROFIT BEFORE TAXATION

4,664,874

3,433,392

Tax on profit

7

1,167,057

740,914

PROFIT FOR THE FINANCIAL YEAR

3,497,817

2,692,478

PROFIT FOR THE YEAR

3,497,817

2,692,478

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,497,817

2,692,478

FIXED ASSETS

Tangible assets

9

1,453,490

1,314,589

Investments

10

100

-

1,453,590

1,314,589

CURRENT ASSETS

Debtors

11

4,648,596

3,240,986

Cash at bank and in hand

2,435,055

1,388,435

7,083,651

4,629,421

CREDITORS

Amounts falling due within one year

12

3,156,602

1,426,151

NET CURRENT ASSETS

3,927,049

3,203,270

TOTAL ASSETS LESS CURRENT LIABILITIES

5,380,639

4,517,859

CREDITORS

Amounts falling due after more than one year

13

-

(1,009,523

)

PROVISIONS FOR LIABILITIES

16

(227,884

)

(173,980

)

NET ASSETS

5,152,755

3,334,356

CAPITAL AND RESERVES

Called up share capital

17

2

2

Retained earnings

5,152,753

3,334,354

SHAREHOLDERS' FUNDS

5,152,755

3,334,356

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2025 and were signed on its behalf by:

A J Wright - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2023

2

3,491,876

3,491,878

Changes in equity

Dividends

-

(2,850,000

)

(2,850,000

)

Total comprehensive income

-

2,692,478

2,692,478

Balance at 30 April 2024

2

3,334,354

3,334,356

Changes in equity

Dividends

-

(1,679,418

)

(1,679,418

)

Total comprehensive income

-

3,497,817

3,497,817

Balance at 30 April 2025

2

5,152,753

5,152,755

Cash flows from operating activities

Cash generated from operations

1

5,539,016

3,031,644

Interest element of hire purchase payments paid

(78,100

)

(72,924

)

Tax paid

(1,030,410

)

(542,525

)

Net cash from operating activities

4,430,506

2,416,195

Cash flows from investing activities

Purchase of tangible fixed assets

(433,708

)

(29,605

)

Purchase of fixed asset investments

(100

)

-

Sale of tangible fixed assets

30,462

50,000

Interest received

758

6,442

Net cash from investing activities

(402,588

)

26,837

Cash flows from financing activities

Capital repayments in year

(2,858,002

)

(254,242

)

Refinanced assets

1,556,122

1,050,482

Equity dividends paid

(1,679,418

)

(2,850,000

)

Net cash from financing activities

(2,981,298

)

(2,053,760

)

Increase in cash and cash equivalents

1,046,620

389,272

Cash and cash equivalents at beginning of year

2

1,388,435

999,163

Cash and cash equivalents at end of year

2

2,435,055

1,388,435

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30/4/25

30/4/24

£

£

Profit before taxation

4,664,874

3,433,392

Depreciation charges

280,379

326,707

Profit on disposal of fixed assets

(16,034

)

(13,297

)

Finance costs

78,100

72,924

Finance income

(758

)

(6,442

)

5,006,561

3,813,284

Increase in trade and other debtors

(1,407,610

)

(130,918

)

Increase/(decrease) in trade and other creditors

1,940,065

(650,722

)

Cash generated from operations

5,539,016

3,031,644

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 April 2025

30/4/25

1/5/24

£

£

Cash and cash equivalents

2,435,055

1,388,435

Year ended 30 April 2024

30/4/24

1/5/23

£

£

Cash and cash equivalents

1,388,435

999,163

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1/5/24

Cash flow

changes

At 30/4/25

£

£

£

£

Net cash

Cash at bank

and in hand

1,388,435

1,046,620

2,435,055

1,388,435

1,046,620

2,435,055

Debt

Finance leases

(1,301,880

)

2,858,002

-

-

(1,301,880

)

2,858,002

-

-

Total

86,555

3,904,622

-

2,435,055

1.	STATUTORY INFORMATION

Genair UK 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Preparation of consolidated financial statements

The financial statements contain information about Genair UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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

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 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.

The following key judgement and estimatehas been made in the process of applying the company's accounting policies that has had the most significant effect on amounts recognised in the financial statements:

Depreciation - the useful economic lives of fixed assets can vary. Management review the policies and determine their appropriateness based on historic experience and the current expectations of useful life.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The company recognises revenue for hire services, adjusted for rebates, on a straight line basis as the equipment is available evenly over the period of hire. Revenue is recognised for transport services provided at the point at which delivery or collection is completed. Revenue for repairs to equipment damaged whilst on hire is recognised from the point the damage is identified.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

At each balance sheet date, the group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that any items of property, plant and equipment have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately.

Investments in subsidiaries

In the separate accounts of the company, investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, cash and bank balances and loans to or from related parties. All such instruments are measured initially and subsequently at the transaction price.

At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment is recognised in the profit and loss account.

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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown in borrowing in current liabilities.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

30/4/25

30/4/24

£

£

United Kingdom

14,886,358

13,528,063

14,886,358

13,528,063

4.	EMPLOYEES AND DIRECTORS

30/4/25

30/4/24

£

£

Wages and salaries

1,499,588

1,302,454

Social security costs

169,504

142,043

Other pension costs

26,542

24,628

1,695,634

1,469,125

The average number of employees during the year was as follows:

30/4/25

30/4/24

Engineer

12

11

Driver

9

8

Admin

8

7

Senior Management

3

3

32

29

30/4/25

30/4/24

£

£

Directors' remuneration

206,788

174,837

Directors' pension contributions to money purchase schemes

1,321

1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director for the year ended 30 April 2025 is as follows:

30/4/25

£

Emoluments etc

188,729

Pension contributions to money purchase schemes

1,321

5.	OPERATING PROFIT

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

30/4/25

30/4/24

£

£

Other operating leases

119,496

128,807

Depreciation - owned assets

280,379

125,537

Depreciation - assets on hire purchase contracts

-

201,170

Profit on disposal of fixed assets

(16,034

)

(13,297

)

Auditors' remuneration

30,000

10,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

30/4/25

30/4/24

£

£

Hire purchase interest

78,100

72,924

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

30/4/25

30/4/24

£

£

Current tax:

UK corporation tax

1,113,153

788,075

Deferred tax

53,904

(47,161

)

Tax on profit

1,167,057

740,914