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

The Directors present the Strategic Report of Air One International Holdings Ltd (the “Company”) and its subsidiary undertakings (together referred to as the “Group”) for the year ended 31 December 2024.

The Company acquired three subsidiaries in June 2024, Air One Aviation Limited, Quadrant Systems Limited and Air One Services Ltd. The ultimate beneficial owners of the subsidiaries remain unchanged from before their acquisition by the Company.

The Group operates in the field of aviation cargo transport services, primarily on Asia, Europe and Middle East routes as its principal business function. Air One Aviation Limited continues to be the sole global sales representative for Aerotranscargo FZE, ROMCargo and One Air Ltd. The Group also maintains a 100% holding in Quadrant Systems Limited through Air One Aviation Limited, which offers flight simulator training and associated aviation services. Air One Services Ltd is a dormant entity.

During the year, the Directors determined that the presentation currency of the Group should change from Pounds Sterling (GBP) to US Dollars (USD), reflecting the underlying currency of the Group’s operations and cash flows. In addition, the Group has adopted International Financial Reporting Standards (IFRS) as its accounting framework.

The business has performed to expectation during the year to 31 December 2024, benefiting from a more stable cargo environment, as fuel prices have retreated and a steady uptick in demand returned to the marketplace. The business has faced some disruption due to extended periods of aircraft maintenance within its available fleet but was back to full capacity by the end of 2024. The improvement in revenue prices was able to offset the reduction in volumes during the year.

As reported in the Group’s Consolidated Income Statement, revenue for the year was $117.3m and profit after tax was $27.7m (prior period: nil revenue and nil profit after tax). The results for the year reflect the impact of the acquisition of the subsidiaries.

The Group’s Consolidated Statement of Financial Position reported net assets of $33.3m at the year end (prior period: $1). The increase in net assets is primarily attributable to the profits generated during the year and the impact of the subsidiaries acquired in the period.

Management continually monitors the key risks facing the Group together with assessing the controls used for managing these risks. 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, remains 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 receivables and corresponding payables arise within closely aligned settlement periods, limiting exposure to time-based fluctuations.

• Key personnel - Given the revenues it achieves the business continues to be run with a small headcount. The Group has expanded its headcount in response to revenue growth and upskilled its workforce, bringing functions in-house and improving internal processes. The business carefully evaluates new hires to ensure necessary and complementary skillsets are brought into the organisation 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 elevated demand conditions arising from Covid and the initial cost impacts of the Ukraine invasion subsided during 2023, allowing 2024 to stabilise in terms of pricing and demand. This stability in the marketplace has increased sales opportunities which have enabled the Group to weather the difficulties of restricted airspace through Russia. Pricing remains highly competitive. Chinese and Indian operators, which are unaffected by Russian airspace restrictions, together with the increasing concentration of the core Asian market among a small number of dominant customers with significant pricing influence, have prompted efforts to diversify beyond the business’s traditional geographic markets and charter-based operating model. The introduction of a scheduled service, via new subsidiary companies in 2025, and wet-lease services is a response to these challenges. The introduction of newer aircraft types within its operator portfolio has also enabled a diversification of risk and increased commercial sales options. The relative size and flexibility of the business and its ability to provide air freight services with a variety of air operators, each with differing strengths and capabilities, allows management to be confident that the business model can successfully adapt to market challenges.

• Aviation costs - Aviation remains an expensive mode of transport and volatile fuel costs remain a risk. On long-term charters there is limited direct profit impact on the business from fuel price rises through contractual compensatory mechanisms. However the resultant elevated price has a dampening effect on demand, both in terms of specific contracted flights and the market generally.

• 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 represent an immaterial component of the Group’s overall cost base, because of the small headcount and limited physical locations the Group operates from.

The Board’s objective remains to maximise revenue and profit growth, while pursuing responsible expansion aligned with its strategic aim of establishing the Group as a long-term participant in this sector. This is being pursued through the Group’s expansion during 2025 and by the development of new revenue streams. Subsequent to the year end, the Group continued its expansion through the acquisition of Aerotranscargo FZE in January 2025, one of the key customers of Air One Aviation Limited. The ultimate beneficial owners of Aerotranscargo FZE remain unchanged from before their acquisition by the Company.

Following the year end, Air One Aviation Limited was appointed as the sole global sales representative for Aerotranscargo FZE, ROMCargo, and One Air Ltd in relation to new scheduled service operations between Hong Kong and the United Kingdom. To support this product offering, the Group has incorporated two new subsidiaries in 2025 in Hong Kong and the United Arab Emirates.

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.

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

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

The results for the year are set out on page 10.

No dividends were paid or proposed to the parent’s shareholders

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

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors are responsible for preparing the annual report 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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, 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 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.

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 International Holdings Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated and company statement of cash flows and the consolidated and company 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 group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with UK‑adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

Basis for opinion

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

Conclusions relating to going concern

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

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

Our responsibilities and the responsibilities of the 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 our 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.

In the light of the knowledge and understanding of the group and parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have 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, Civil Aviation Authority (CAA) and European Aviation Safety Agency (EASA) requirements. 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 2 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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Air One International Holdings Ltd 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 directors' report.

The group consists of Air One International Holdings Ltd and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements have been prepared under the historical cost convention, except for the revaluation of Property, plant and equipment. The principal accounting policies adopted are set out below.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

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

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

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

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

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

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

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

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

The group recognises revenue from the following major sources:

• Charter of Aircraft

• Simulator Revenue

• Other Revenues

The nature, timing of satisfaction of performance obligations and significant payment terms of the group'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.

The Company provides flight-simulation-based training services, simulator rental, and related support. Revenue is recognised when control of services transfers to the customer. Training session revenue is recognised at the time the session is delivered, while simulator rental revenue is recognised over time as the customer uses or has access to the simulator. For long-term or multi-element contracts, the transaction price is allocated to distinct performance obligations based on standalone selling prices and recognised using the pattern that reflects delivery of each service. Support or maintenance services are recognized over time. Advance payments are recorded as contract liabilities and recognized when the related services are performed.

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.

Other Revenues also includes Rental income.

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

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:

• Software - Straight line over 3 years and 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.

Simulator Assets held within the group are stated at the revalued amounts less any depreciation or impairment losses accumulated subsequent to initial recognition. The assets are valued on an open market basis. All other classes of Tangible Fixed Assets are held at cost.

Revaluations are carried out regularly so that the carrying amounts approximate the fair value at the reporting date. An increase in value is credited to the revaluation reserve except to the extent that it reverses a previous revaluation decrease related to the same property that was recognised in profit or loss. Similarly, revaluation decreases are recognised in the revaluation reserves to the extent that they equal gains previously recognised in respect of the same asset. Thereafter any excess is recognised as an expense in profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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

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

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

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

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

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

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.

Financial assets are recognised in the group's statement of financial position when the group 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 group’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 parent 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 group recognises financial debt when the group 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 group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the parent 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 payable 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where 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 group 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 group 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 group 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 right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any 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 depreciated using the straight-line method 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. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

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 group'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 group 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 remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. 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 group 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.

When the group acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease components, the group applies IFRS 15 to allocate the consideration in the contract. When the group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.

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

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 0).

See note 27 for further detals regarding the gain on bargain purchase.

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

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

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

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

Air One Services Limited (10511250) has claimed exemption from audit under Companies Act 2006 Section 479A with respect to its year ended 31 December 2024. The Company has given a statement of guarantee under Companies Act 2006 Section 479C, to guarantee all outstanding liabilities to which the subsidiary company is subject as at 31 December 2024.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value except for the impaired balances as detailed below.

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

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

The deferred tax liability for accelerated capital allowances (ACA's) 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 group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The Company undertook a subdivision of its issued share capital whereby its single issued ordinary share of £1.00 was sub-divided into 100 ordinary shares of £0.01 each.

Following the share subdivision, the Company issued a further 1,000 ordinary shares of £0.01 each.

Called-up share capital - This represents the nominal value of shares that have been issued.

Revaluation reserve - This represents the accumulated increases in the carrying amount of property, plant and equipment arising from periodic revaluations, net of any subsequent downward revaluations to the extent they reverse previous upward movements.

Retained earnings - This distributable reserve records retained earnings and accumulated losses.

Non-controlling interest - The share of net assets and results of subsidiaries that are attributable to equity holders other than the parent company.

On 17 June 2024, as part of a group restructure, Air One International Holdings Limited acquired 100 percent of the issued capital of Air One Aviation Limited. As part of this transaction, Air One International Holdings Limited acquired an indirect holding of 80% in the shares of Quadrant Systems Limited. They also acquired 100% of the share capital of Air One Services Limited.

As part of a group reorganisation during the year, the Company acquired a controlling interest in the shares of Air One Aviation Limited, Quadrant Systems Limited and Air One Services Limited.

A gain on bargain purchase of $26,114,970 has been recognised relating to the difference between the fair value of identifiable net assets acquired and total consideration paid.

Revenue of $117,307,120 and profits of $1,572,074 are contributed to the acquired business in the period.

The fair value of the net assets acquired exceeded the consideration transferred, resulting in a gain on bargain purchase of $26,114,970 recognised in profit or loss. This reflects the structure of the reorganisation, where the consideration did not represent the full underlying value of the net assets.

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

After the reporting date, the Group acquired a number of additional subsidiaries as part of its strategic expansion programme. These transactions are non‑adjusting events under IAS 10 Events after the Reporting Period, as they relate to conditions that arose after year‑end.

On 12th March 2025, Air One Hong Kong Limited was incorporated. Air One Hong Kong Limited is a general Sales Agent for scheduled service flights. The group own 100% of the share capital. The company is registered in Hong Kong.

On 12th May 2025, the group acquired 100% of the share capital of Air One Aviation Ltd FZE, a general Sales Agent for scheduled service flights. The purchase consideration was AED 15,000. The company is registered in United Arab Emirates.

On 3rd November 2025, Air One Technics DWC-LLC was incorporated. Air One Technics DWC-LLC is an MRO company handling the requirements of other group entities. The group own 100% of the share capital. The company is registered in United Arab Emirates.

On 12th February 2025, Air One Belgium SA was incorporated. Air One Belgium SA is currently dormant. The group own 49% of the share capital. The company is registered in Belgium.

On 12th November 2025, the group acquired 100% of the share capital of Aerotranscargo DWC-LLC, a non-trading entity. The purchase consideration was AED 300,000. The company is registered in United Arab Emirates.

On 8th Jan 2025, the group acquired 100% of the share capital of Aerotranscargo FZE, a cargo airline registed in United Arab Emirates. The purchase consideration was AED 150,000. As part of this transaction, the group acquired two indirect subsidiaries, Big Flying Bird II Ltd and Big Flying Bird III Ltd, both of whom are special purpose vehicles setup for the acquisition of aircraft registered in the Cayman Islands.

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 group 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).

At the year end the group 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 group $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 group 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 group were owed $588,512 (2023: $1,566,627) by a connected company included within trade balances.

Key management personnel compensation in the year was short term employee benefits of $367,529(2023: $895,621).

Loans from directors are disclosed in note 17.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was $115,422 (2023 - $0 profit).

Air One International Holdings Ltd 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 directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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

The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

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

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

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 principal operating subsidiaries are included in note 13.