The director presents the strategic report for the year ended 31 December 2024.

The board is pleased to present the strategic report for Air One Aviation Limited for the year ended 31st December 2024.

In June of 2024 the immediate parent company changed from Air One Holdings Ltd, a company incorporated in the UAE, to Air One International Holdings Ltd, a company incorporated in the UK. The ultimate beneficial owner remains unchanged.

During the year, the Directors determined that the presentational currency of the Company should change from Pounds Sterling (GBP) to US Dollars (USD), reflecting the underlying currency of the Company’s operations and cash flows. In addition, the Company has adopted International Financial Reporting Standards (IFRS) as its accounting framework. Comparative information has been restated where required to ensure consistency, and further details of the transition are set out in the accounting policies and related notes to the financial statements.

The business continues to operate in the field of aviation cargo chartering, primarily on Asia, Europe and Middle East routes as its principle business function. Air One Aviation Limited continues to be the sole global sales representative for Aerotranscargo FZE, ROMCargo and One Air Ltd. It also maintains a 100% holding in Quadrant Systems Limited offering flight simulator training and associated aviation services.

In March 2025, the business incorporated a new Hong Kong-domiciled wholly owned subsidiary, Air One Hong Kong Limited, to support the development of scheduled cargo services from Hong Kong to Europe, utilising the businesses’ existing global sales representative agreements. During 2025, the business also acquired a second wholly owned subsidiary, Air One Aviation Limited (FZE), incorporated in the United Arab Emirates, to further support the expansion of this activity.

The business has performed to expectation during the year to 31st December 2024 taking advantage of the increasingly stable cargo environment, as fuel prices have retreated and a steady uptick in demand filtered back into the marketplace. The business has faced some disruption due to extended periods of aircraft maintenance within the fleet it accesses but was back to full capacity at the end of 2024. The improvement in revenue prices was able to offset this comparative volume reduction. 2025 will see an increase in overall fleet size.

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

Turnover, a key metric, was $250.1 million in the year ended 31st December 2024 (2023 $313.9m). It should be noted that 2023 actually represents an extended 15 month period and making allowance for this the revenues achieved across both timeframes are comparable. Achieved charter pricing was higher in 2024 compared to 2023 which masked a reduced number of flights in the latter timeframe. The count of aircraft charters were lower in 2024 due to the maintenance downtime on aircraft at the air operator partners mentioned earlier. Gross Profit margin has decreased to 2.7% (2023 4.6%). This decrease in the margin is partially attributable to revised commission rates agreed with the aircraft operators, and to a significant increase in uncollected trade debts associated with charter cancellation revenues. Commission is only recognised on the collection of customer monies and so non payments of principal charter debts has a corresponding downwards impact of the commission income levels and gross profit.

Post tax results were a $4.4m million profit (2023 $14.2 million loss). The loss in the prior period was generated by a loan write off with One Air Ltd.

The balance sheet at 31st December remains an indicator of the underlying strength of the core business despite the lower margin. Net assets have risen to $29.6 million (2023 $25.9 million). Funding provided to One Air Ltd has increased in the year from $20.7 million to $21.3 million. While liquid cash has fallen substantially at the end of the reporting year to $0.4m (2023 $3.5m), it should be recognised that the primary reason for this reduction lies in funding supplied to One Air Ltd.

Studying the evolving marketplace, management expect 2025 to generate revenues marginally exceeding 2024 levels.

It is management's opinion that the material risks to the business are:

•    Currency

The group’s functional currency, as driven by its charter operation, is USD as its cost base and revenue is charged in USD. The significant non USD items of expenditure remain payroll and overhead costs. These are minimal in scale compared to revenue levels. Foreign exchange movements are not hedged as receivable and corresponding payables are extremely contemporary, with very limited durations minimizing the scope for time based fluctuations. During the year, the Directors determined that the presentational currency of the Company should change from Pounds Sterling (GBP) to US Dollars (USD), reflecting the underlying currency of the Company’s operations and cash flows.

•    Key personnel.

Given the revenues it achieves the business continues to be run with a small headcount. The group has expanded headcount in response to revenue growth and upskilled its workforce, bringing functions in house and improving internal processes. The business thoroughly evaluates new hires to ensure necessary and complimentary skillsets are brought in to the organization and has commission and bonus arrangements to aid retention. Management actively manages the risk of critical knowledge and skills exiting the business with mitigation policies. These are designed such that roles have interchangeable deputies and critical business information is shared across individuals within the business and within shared databases, systems and records.

•    Global demand.

The macro boom effect of Covid and the initial cost impacts of the Ukraine invasion subsided during 2023 leaving 2024 to stabilise in terms of pricing and demand. This stability in the market place has increased sales opportunities which has enabled the company to weather the difficulties of restricted airspace through Russia. Pricing remains highly competitive. Chinese and Indian operators unaffected by Russian airspace restrictions and an increasing concentration of the core Asia market into a very small number of increasing dominant customers, able to dictate market pricing have led to efforts to diversify from the businesses traditional geographical markets and its charter business model. The introduction of a scheduled service, via a subsidiary company during 2025, is a response to these challenges. The advent of newer aircraft types in its portfolio of operators has also enabled a diversification of risk and increased commercial sales options. The intrinsic requirement for air freight movements has not and will not be replaced by alternative models of movement nor will the primary direction of goods from East to West which forms the core of the business model. The relative size and flexibility of the business and its ability to charter with a variety of air operators, each with differing strengths and capabilities allow management to be confident that the business model can successfully adapt and has adapted to market changes.

•    Aviation costs.

Aviation remains an expensive mode of transport and volatile fuel costs remain a potential stability risk. The sharp rises seen in the early stages of the invasion of Ukraine have been seen to partially reverse through 2024 and the gradual softening in fuel pricing has helped the market place recover somewhat. Specifically for the business, volatility can be more disruptive than absolute value and to this end contractual elements are embedded to minimise those effects. On long term charters there is limited direct profit impact on the business as contract revenues rise through compensatory mechanisms. However the resultant elevated price has a dampening effect on demand, both in terms of specific contracted flights and the market generally. Some comfort can be gained from the resilience that has been evident in continuing flight operations through 2024. The business has

demonstrated that it can remain both competitive and profitable and arguably the current supply/demand and cost scenarios merely represent the return to a pre-Covid marketplace.

•    Energy costs.

Fuel forms the largest single cost element of the underlying chartering business and its limited impact on the business is discussed in the above point. General energy costs form an immaterial part of the greater group cost, simply because of the extremely small headcount and limited physical locations the group operates from.

The Board’s objective continues to be the maximization of revenue and profit growth. It is pursuing this through the expansion of charter offerings in its Air One Aviation business and through its expansion in 2025 into scheduled service operations via new subsidiaries Air One Hong Kong Limited and Air One Aviation Limited (FZE).

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

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

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

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

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

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

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

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

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

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

Stakeholder engagement

Employees

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

Customers

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

Suppliers

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

Environment/Community

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

Investors

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

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company in the year under review were those of air freight services.

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

Ordinary dividends were paid amounting to $135,460. The director does not recommend payment of a final dividend.

No preference dividends were paid. The director does not recommend payment of a final dividend.

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

Management consider the business is relatively insulated against financial risk given the nature of its operations. The primary currency within aviation is recognised as USD and charter revenue is charged almost entirely in this currency. The corresponding cost of sales from the aircraft operators is likewise in USD so the business is able to naturally hedge almost all of its charter operations. Non USD items are not material against the scale of revenue under consideration. The associated foreign currency trade receivables and payables, while sizeable are extremely contemporary, equal and opposite and exist for a relatively small number of days limiting the impact of exchange movements. The cash holdings of the business, as driven by the USD revenue streams, are held primarily in USD. The largest asset of the business consists of its loan to One Air Limited, denominated in GBP. The long term nature of the loan structure and the stable nature of the USD and GBP exchange rate mean any near or medium term movements are considered likely to prove temporary and reversible. As such currency movements are not deemed a significant factor for the company.

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

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

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

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

The Company qualifies as a large unquoted company under the UK’s Streamlined Energy and Carbon Reporting (SECR) framework and is therefore required to disclose its UK energy use and associated greenhouse gas emissions for the financial year ended 31 December 2024.

The Company's UK Energy Consumption, UK Greenhouse Gas Emissions and Intensity Ratio are detailed below.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The Company has chosen Intensity ratio of tonnes CO2e per 100 sq metre of occupied property as its intensity ratio.

The company undertook a substantial renovation of its office space in late 2023, part of which resulted in the updating of lighting and heating equipment. High efficiency LED lighting coupled with passive IR sensors automate lighting to eliminate unnecessary waste and careful management of thermostats and air conditioning further mitigate energy usage. The company operates a hybrid working environment further reducing occupancy and thereby energy demand within the office. This and a general policy of local recruitment reduce commuting to the office and its associated emissions. The company is considering the viability of installing solar electric panels to reduce reliance on purchased utility power, with the ultimate objective to reduce purchased electricty by 50% compared to 2023 levels.

The comparative 2023 figures represent a 12 month period for ease of comparison to the 2024 figures. It should be noted that the financial reporting period in the 2023 statutory accounts was for a 15 month period from 1st October 2022 to 31st December 2023.

The company has opted not to provide figures for the 15 month period as it feels this lacks specfic comparability to the direction of travel of the company's energy usage and emissions and reporting for periods other than 12 months in length is not mandated under the relevant Companies Act legislation.

The company has opted to only disclose the mandatory elements of reporting under the relevant Companies Act legislation appropriate for its unquoted nature and size.

The company operates from a single office location and its energy use represents heating and lighting utility costs, for gas and electricity supplied via the National Grid. A very small element of business mileage on employee owned vehices occurs each year for a minimal level of Scope 3 emissions.

Given the energy consumption of the business is intrinsically linked to its office occupancy the company has chosen to adopt an intensity ratio matched to the floor area of occupied office space. This has been approximated to 3250 square feet and converted to 300 square metres.

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

The director is 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. He is 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.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

We have audited the financial statements of Air One Aviation Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

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

• have been properly prepared in accordance with UK adopted international accounting standards; 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

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 director's report.

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

• 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 director's remuneration specified by law are not made; or

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

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

• understanding the design of the company’s remuneration policies.

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

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

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

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.

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

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

Use of our report

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

Air One Aviation Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Becketts Place, Hampton Wick, Kingston Upon Thames, Surrey, KT1 4EQ. The company's principal activities and nature of its operations are disclosed in the director's report.

The current accounting period is 12 months and the previous accounting period was 15 months.

The amounts presented in the financial statements are not entirely comparable.

The Company has adopted UK-adopted International Financial Reporting Standards (“IFRS”) for the year ended 31 December 2024. These financial statements are the Company’s first prepared in accordance with IFRS and represent the individual (standalone) financial statements of Air One Aviation Limited.

In the prior year (2023), the Company prepared consolidated financial statements under UK FRS 102, which included the results and financial position of its subsidiary undertakings. Following a group reoorganisation during the year, a new UK holding company — Air One International Holdings Ltd — was introduced above the Company. As a result, Air One Aviation Limited is no longer the ultimate parent company and is presenting its own separate financial statements as an intermediate holding company.

These financial statements do not include the results or financial position of any subsidiaries, as the Company qualifies for exemption from preparing consolidated financial statements under IFRS 10 Consolidated Financial Statements, paragraph 4(a), being itself a subsidiary of a parent that prepares consolidated financial statements available for public use that comply with IFRS.

The comparative figures for the year ended 31 December 2023 have been presented on a standalone basis for consistency, and do not include consolidated results.

The date of transition to IFRS was 1 October 2022. An explanation of how the transition from FRS 102 to IFRS has affected the Company’s financial position, performance and cash flows is set out in note 33.

The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The presentational currency for the prior year was £ Sterling. The directors have made the decision to restate prior years to its functional currency US Dollars. The impact has been included in note 33.

Effective 1 January 2024, the Company changed its functional currency from Pounds Sterling (GBP) to United States Dollars (USD). This change was made to reflect more accurately the primary economic environment in which the Company operates, as the majority of the Group’s revenues and expenses are now denominated in USD.

In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, the change in functional currency has been accounted for prospectively from the date of change. At the transition date, all assets, liabilities and equity balances were translated into the new functional currency using the exchange rate at that date.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Transition to IFRS

These financial statements have been prepared in accordance with IFRS 1, which requires ;

- Consistent accounting policies across all periods presented.

- Preparation of an opening IFRS balance sheet at the at date of transition.

- Recognition of adjustments from the transition in retained earnings unless otherwise required.

The following IFRS 1 exemptions have been applied :

- In accordance with the optional exemption available under IFRS 1 First time Adoption to IFRS, the Company has elected to reset cumulative transition differences to zero at the date of transition (1 January 2024).

- The foreign currency translation reserve as at that date has been reclassified to retained earnings.

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

The company recognises revenue from the following major sources.

• Charter of Aircraft

• Other revenues

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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

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

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

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

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

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

• 33% on reducing balance

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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

In the Company’s separate financial statements, investments in subsidiaries are carried at cost less impairment. At each reporting date, the Company assesses whether there is any indication that an investment may be impaired. If such an indication exists, the recoverable amount is estimated and compared to the carrying amount.

The Company has elected, under IFRS 1, to measure these investments at their carrying amount under FRS 102 at the date of transition.

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

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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

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

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

Cash and cash equivalents in the Statement of Cash Flows include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the Statement of Financial Position.

The Company classifies its financial instruments in accordance with IFRS 9 Financial Instruments.

Financial assets are classified as amortised cost, fair value through other comprehensive income, or fair value through profit and loss. The Company's financial assets (primarily trade receivables) are held at amortised cost.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

When any of the conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Dividends are recognised as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The Company applies IFRS 16 Leases, recognising a right-of-use asset and corresponding lease liability at the lease commencement date.

Lease liabilities are initially measured at the present value of lease payments, discounted using the Company’s incremental borrowing rate. Right-of-use assets are initially measured at cost and depreciated over the shorter of the asset's useful life and the lease term.

Short-term leases (less than 12 months) and low-value leases are not capitalised. Payments under such leases are expensed on a straight-line basis.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

The functional currency of the Company changed from GBP to USD on 1 January 2024. Items included in the financial statements are measured using the functional currency. Transactions in foreign currencies are translated at the exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the reporting date exchange rate.

Foreign exchange differences are recognised in profit or loss, except for those arising on translation of net investment in foreign operations, which are recognised in other comprehensive income.

In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period or may have an effect on future periods:

• Amendments to IAS 1 ‘Classification of Liabilities as Current or Non-Current’ (effective for annual reporting periods beginning on or after 1 January 2024).

• Amendments to IAS 1 ‘Non-Current Liabilities with Covenants’ (effective for annual reporting periods beginning on or after 1 January 2024).

• Amendments to IAS 16 'Lease Liability in a Sale and Leaseback’ (effective for annual reporting periods beginning on or after 1 January 2024).

There are no standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations, which

have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases

had not yet been adopted by the EU):

• Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective on or after 1 January 2026);

• Annual Improvements to IFRS Accounting Standards — Volume 11 (effective on or after 1 January 2026);

• IFRS 18 Presentation and Disclosure in Financial Statements (effective on or after 1 January 2027);

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024

supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including

IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in

Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and

measurement of items in the consolidated financial statements, it is expected to have a significant effect on

the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the

statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of

management defined performance measures.

The Directors do not expect the adoption of these standards to have a material impact in future periods

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

The company adopted IFRS16 on the 1 January 2024 and in measuring lease assets and liabilities on the balance sheet, the company applied judgement in determining whether each contract contains a lease. This included an assessment whether the contract depends on a specified asset, whether the company obtains substantially all the economic benefits from the use of the asset, and whether the company has right to direct the use of the asset. The company also exercised judgement on determining the lease term as the non-cancellable term of the lease, together with the impact of options to extend or terminate the lease if it is reasonable certain to be exercised.

The assessment in control of related parties requires judgement.

The annual depreciation charge of the plant and equipment, right of use assets and intangible assets is sensitive to changes in the estimated useful economic lives and residual values of assets. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values

The company reviews the carrying value of its investments on a periodic basis and whenever changes in circumstances indicate that the related carrying amounts may not be recoverable.

Such circumstances or events could include pattern of losses involving the investment, a decline in the market value for the investment and adverse change in business or market in which the investment is involved. Determining whether an impairment has occurred requires various estimates and assumptions including cashflows directly in relation to the potentially impaired investment.

A deferred tax liability is provided on accelerated capital allowances and and deferred tax asset on carried forward tax losses. It is expected that any tax losses will be relieved against future profits,

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

Their aggregate remuneration comprised:

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

More information on impairment movements in the year is given in note 14.

Property, plant and equipment includes right-of-use assets, as follows:

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The director considers that the carrying amount of trade and other receivables is approximately equal to their fair value.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

The deferred tax liability for accelerated capital allowances is expected to reverse in over 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The provision balance relates to a bad debt and negative cost provision regarding a deposit being held against an aircraft.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

There were outstanding contributions at the reporting date of $17,276 (2023: $22,608).

The ordinary shares are voting shares which carry one vote per share and have full dividend and distribution rights.

During the year ended 31 December 2024, the Company amended its Articles of Association to change the rights attached to its Class B Ordinary Shares and Class C Ordinary Shares. Previously, Class B Ordinary Shares and Class C Ordinary Shares carried no voting rights at general meetings of the Company. Following shareholder approval at the Extraordinary General Meeting held on 28th June 2024, and effective from 24th June 2024, each Class B Share and Class C Share now carries one vote per share, equivalent to the voting rights of 'Ordinary' Shares.

At the same time, the Class B & Class C shares were redesignated as 'Ordinary' share capital.

The company is not subject to any externally imposed capital requirements.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

During the year the company entered into transactions with companies under common control. Purchases were made totalling $190,001,311 (2023: $257,900,866 ) and sales totalling $2,919,294 (2023: $10,488,772).

The company is owed $4,427,295 (2023: $5,607,699) by a subsidiary undertaking. This is included in amounts owed by subsidiary undertaking, except for $nil (2023: $1,816) which is included in Trade receivables.

The company is owed $469,824 (2023: $nil) by the parent undertaking.

At the year end the company were owed $7,594,458 (2023: $4,999,758) by a connected party included within trade balances.

Another connected company under common control owes the company $21,344,102 (2023: $20,682,782) which is included in amounts owed by related parties due after more than one year. During the prior year, the company provided capital through an interest-bearing loan of $16,000,000 to this company. The amount of interest accrued on the loan was $162,623. Subsequently, prior to the period end, the loan and accrued interest were written off.

The company were owed $588,512 (2023: $1,566,627) by a connected company included within trade balances.

The company were owed $13,109 (2023: $669) by connected companies under common control.

Key management personnel compensation in the year was short term employee benefits of $277,259 (2023: $895,621).

Loans from directors are disclosed in note 21.

The ultimate parent company is Air One International Holdings Limited, a company registered in England and Wales.

Until 17th June 2024 the ultimate parent company was Air One Holdings Limited, a company registered in United Arab Emirates. On 17th June 2024 the shares in the immediate parent were transferred from Air One Holdings Limited to Air One International Holdings Limited. The ultimate controlling party is G. Mirchandani.

The largest and smallest group of undertakings for which consolidated accounts will be drawn up is that headed by Air One International Holdings Limited. The registered address of Air One International Holdings Limited is 1 Becketts Place, Hampton Wick, Kingston-Upon-Thames, Surrey, KT1 4EQ. Copies of these financial statements may be requested from The Registrar of Companies, Companies House, Crown Way, Maindy, Gardiff, CF14 3UZ.

The date of transition to IFRS was 1 October 2022.

The following narrative explains the material differences arising from the transition from FRS 102 to UK-adopted IFRS in the financial statements of Air One Aviation Limited Limited for the year ended 31 December 2024.

1. Leases (IFRS 16)

Under FRS 102, leases classified as operating were not capitalised. On transition to IFRS, operating leases were brought onto the balance sheet as right-of-use assets and corresponding lease liabilities. This resulted in an increase in both assets and liabilities at the date of transition. Lease expenses previously recognised in operating costs have been replaced by depreciation and interest expense. The Company applied the practical expedient under IFRS 1 not to reassess lease contracts.

2. Deferred Tax (IAS 12)

Deferred tax is now recognised on temporary differences rather than timing differences. This led to the recognition of deferred tax liabilities related to IFRS 16 adjustments and other differences that were not previously provided for under FRS 102.

3. Revenue Recognition (IFRS 15)

The principles of IFRS 15 require revenue to be recognised when control passes to the customer. While this did not significantly change the timing or amount of revenue recognised, the Company is now required to provide expanded disclosures, including performance obligations and disaggregation of revenue.

4. Presentation and Disclosure (IAS 1)

The financial statements have been reformatted in line with IFRS requirements. This includes updated primary statements and more comprehensive note disclosures.

5. Financial Instruments (IFRS 9)

The Company adopted IFRS 9 at the transition date. However, there was no material impact as the Company’s financial instruments (primarily trade receivables and payables) continued to be measured at amortised cost. No reclassifications or adjustments were necessary.

5. Cashflow statement (IAS 7)

There were no material differences beween the cashflow statements under FRS102 and IFRS, other than classification adjustments to align with IFRS requirments.