REGISTERED NUMBER: 06915577 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

FOR

MW & AIT HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

to

3

Report of the Directors

4

to

5

Report of the Independent Auditors

6

to

9

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

to

18

Notes to the Consolidated Financial Statements

19

to

30

DIRECTORS:

S A Wright

M C Higginson

GJ Jenkins

SECRETARY:

A K Buckley

REGISTERED OFFICE:

Dale Road

New Mills

High Peak

Derbyshire

SK22 4NW

REGISTERED NUMBER:

06915577 (England and Wales)

AUDITORS:

Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

REVIEW OF BUSINESS

The Group operates as a specialist provider of non-destructive testing (NDT) services across the aerospace, engineering, and defense sectors. It combines accredited inspection services with advanced technician training programmes, ensuring both the integrity and safety of clients assets and the development of the next generation of qualified NDT professionals.

During the year, the Group successfully retained all key industry accreditations, including approval by the National Aerospace and Defense Contractors Accreditation Program (NADCAP), the European Union Aviation Safety Agency (EASA) and UK CAA, alongside its status as a United Kingdom NDT Board Approved Outside Agency (OA) and a British Institute of Non-Destructive Testing (BINDT) Approved Training Organisation (ATO). These approvals remain critical to serving its global aerospace customer base and confirm the Group's credibility as both a trusted service provider and training partner.

The aerospace and defense NDT market continues to experience sustained growth, driven by:

- Stricter safety and regulatory requirements, demanding more frequent and advanced inspections.

- An aging global aircraft fleet, increasing the volume of maintenance and inspection cycles.

- Rising use of composite materials, requiring more sophisticated testing techniques.

These trends are contributing to greater demand for high quality inspection services and the training of skilled technicians, aligning well with the Group's capabilities.

KEY PERFORMANCE INDICATORS

The Group considers sales, gross profit and profit before tax to be the 3 key performance indicators.

Turnover - increased significantly year on year, reflecting strong demand across aerospace inspection contracts and the Group's training activities.

Gross profit - delivered a marked improvement, supported by a favorable service mix, and increased demand.

Profit before tax - increased, underlining the Group’s excellent overall performance, with margin improvements more than offsetting higher investment in compliance and equipment.

FUTURE DEVELOPMENTS

Looking forward, the Group will continue to strengthen its position through:

- Extending its presence in key global markets while expanding the range of services available

- Building workforce capability to ensure a pipeline of qualified NDT professionals to meet industry demand.

- Maintaining rigorous compliance oversight, supported by regular internal and external compliance audits.

The Board remains confident that by combining accredited inspection services with comprehensive training solutions, the Group is well positioned to capture the significant opportunities arising from growth in the global aerospace sector.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in a highly regulated industry where compliance with technical and quality standards is critical.

The principal risks faced by the Group are:

Accreditation and Compliance Risk

The Group's ability to operate depends on maintaining various industry accreditations and regulatory approvals. Failure to meet required standards could result in suspension or loss of accreditation, restricting the Group’s ability to deliver services.

Service Delivery and Liability Risk

The Group provides safety-critical inspection and testing services. Any errors or omissions in service delivery could lead to financial claims, contractual liabilities, and reputation damage, particularly where work relates to safety or compliance.

To mitigate these risks, the Group maintains rigorous quality assurance processes, invests in staff training and certification, performs regular internal and external audits, and fosters a culture of accountability and continuous improvement.

To a lesser extent the Group has exposure to four other areas of risk - foreign currency exposure, liquidity risk, customer credit exposure and interest rate risk.

Foreign Currency Exposure

The Group is exposed to currency exchange risk due to elements of its trade being denominated in non-sterling currencies. The net exposure of each currency is closely monitored by management.

Liquidity Risk

The objective of the Group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Group expects to meet its financial obligations through operating cash flows. In the event that operating cash flows would not cover all financial obligations the Group has credit facilities available.

Customer Credit Exposure

The Group offers credit terms to its customers which allows payment of the debt after the provision of services. The Group is at risk to the extent that a company may be unable to pay the debt on the specified date due. The risk is monitored by consistent credit checking of all customers, review of ledger balances due and strong on-going customer relationships.

Interest Rate Risk

The Group borrows from its bankers using either overdraft or term loans whose tenure depends on the nature of asset and managements view of the future direction of interest rates.

ON BEHALF OF THE BOARD:

S A Wright - Director

17 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the provision of non-destructive testing, inspection, calibration, training and recruitment services to the aerospace and engineering sectors.

DIVIDENDS

The total distribution of dividends for the year ended 31 October 2025 will be £ 1,374,309 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

S A Wright

M C Higginson

GJ Jenkins

DONATIONS AND EXPENDITURE

During the year the Group made donations to local and national UK charities totalling £9,812.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

S A Wright - Director

17 July 2026

Opinion

We have audited the financial statements of MW & AIT Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept 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.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

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

Identifying and assessing potential risks related to irregularities

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

-

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

-

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

-

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

-

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

-

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

-

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

-

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

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

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

Audit response to risks identified

Our procedure to respond to risks identified included the following:

-

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

-

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

-

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

-

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

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

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

Use of our report

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

Dean McMullan (Senior Statutory Auditor)

for and on behalf of Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

17 July 2026

TURNOVER

14,447,347

12,046,071

Cost of sales

5,628,688

4,565,891

GROSS PROFIT

8,818,659

7,480,180

Administrative expenses

4,433,637

4,147,552

4,385,022

3,332,628

Other operating income

56,021

21,604

OPERATING PROFIT

4

4,441,043

3,354,232

Interest receivable and similar income

30,319

21,987

4,471,362

3,376,219

Interest payable and similar expenses

5

1,461

10,000

PROFIT BEFORE TAXATION

4,469,901

3,366,219

Tax on profit

6

946,340

935,587

PROFIT FOR THE FINANCIAL YEAR

3,523,561

2,430,632

Profit attributable to:

Owners of the parent

3,503,715

2,352,687

Non-controlling interests

19,846

77,945

3,523,561

2,430,632

PROFIT FOR THE YEAR

3,523,561

2,430,632

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,523,561

2,430,632

Total comprehensive income attributable to:

Owners of the parent

3,503,715

2,352,687

Non-controlling interests

19,846

77,945

3,523,561

2,430,632

FIXED ASSETS

Intangible assets

9

625,886

845,850

Tangible assets

10

5,177,483

3,097,699

Investments

11

-

-

5,803,369

3,943,549

CURRENT ASSETS

Stocks

12

12,230

12,230

Debtors

13

3,294,378

3,007,025

Cash at bank and in hand

2,379,180

2,748,826

5,685,788

5,768,081

CREDITORS

Amounts falling due within one year

14

2,657,815

3,276,519

NET CURRENT ASSETS

3,027,973

2,491,562

TOTAL ASSETS LESS CURRENT LIABILITIES

8,831,342

6,435,111

PROVISIONS FOR LIABILITIES

16

310,912

311,498

NET ASSETS

8,520,430

6,123,613

CAPITAL AND RESERVES

Called up share capital

17

4,400

4,000

Share premium

18

281,703

-

Retained earnings

18

8,161,578

5,852,796

SHAREHOLDERS' FUNDS

8,447,681

5,856,796

NON-CONTROLLING INTERESTS

19

72,749

266,817

TOTAL EQUITY

8,520,430

6,123,613

The financial statements were approved by the Board of Directors and authorised for issue on 17 July 2026 and were signed on its behalf by:

S A Wright - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

2,289,917

1,598,593

Investments

11

2,028,282

2,028,282

4,318,199

3,626,875

CURRENT ASSETS

Debtors

13

1,150,376

130,312

Cash at bank

601,816

817,740

1,752,192

948,052

CREDITORS

Amounts falling due within one year

14

1,038,705

1,131,947

NET CURRENT ASSETS/(LIABILITIES)

713,487

(183,895

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,031,686

3,442,980

CAPITAL AND RESERVES

Called up share capital

17

4,400

4,000

Share premium

18

281,703

-

Retained earnings

18

4,745,583

3,438,980

SHAREHOLDERS' FUNDS

5,031,686

3,442,980

Company's profit for the financial year

2,680,912

1,357,958

The financial statements were approved by the Board of Directors and authorised for issue on 17 July 2026 and were signed on its behalf by:

S A Wright - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 November 2023

4,000

4,126,372

-

Changes in equity

Dividends

-

(626,263

)

-

Total comprehensive income

-

2,352,687

-

Balance at 31 October 2024

4,000

5,852,796

-

Changes in equity

Issue of share capital

400

-

281,703

Dividends

-

(1,374,309

)

-

Total comprehensive income

-

3,503,715

-

Piecemeal acquisition of group

-

179,376

-

Balance at 31 October 2025

4,400

8,161,578

281,703

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 November 2023

4,130,372

212,906

4,343,278

Changes in equity

Dividends

(626,263

)

(24,034

)

(650,297

)

Total comprehensive income

2,352,687

77,945

2,430,632

Balance at 31 October 2024

5,856,796

266,817

6,123,613

Changes in equity

Issue of share capital

282,103

-

282,103

Dividends

(1,374,309

)

(34,538

)

(1,408,847

)

Total comprehensive income

3,503,715

19,846

3,523,561

Piecemeal acquisition of group

179,376

(179,376

)

-

Balance at 31 October 2025

8,447,681

72,749

8,520,430

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 November 2023

4,000

2,707,285

-

2,711,285

Changes in equity

Dividends

-

(626,263

)

-

(626,263

)

Total comprehensive income

-

1,357,958

-

1,357,958

Balance at 31 October 2024

4,000

3,438,980

-

3,442,980

Changes in equity

Issue of share capital

400

-

281,703

282,103

Dividends

-

(1,374,309

)

-

(1,374,309

)

Total comprehensive income

-

2,680,912

-

2,680,912

Balance at 31 October 2025

4,400

4,745,583

281,703

5,031,686

Cash flows from operating activities

Cash generated from operations

1

4,558,313

4,177,509

Interest paid

(1,461

)

(10,000

)

Tax paid

(1,432,424

)

(860,077

)

Net cash from operating activities

3,124,428

3,307,432

Cash flows from investing activities

Purchase of tangible fixed assets

(2,402,192

)

(1,028,469

)

Sale of tangible fixed assets

1,266

53,732

Purchase of subsidiary

-

(606,859

)

Cash acquired with subsidiary

-

222,210

Interest received

30,319

21,987

Net cash from investing activities

(2,370,607

)

(1,337,399

)

Cash flows from financing activities

New loans in year

6,000

-

Capital repayments in year

(2,723

)

-

Share issue

282,103

-

Equity dividends paid

(1,374,309

)

(626,263

)

Dividends paid to minority interests

(34,538

)

(24,034

)

Net cash from financing activities

(1,123,467

)

(650,297

)

(Decrease)/increase in cash and cash equivalents

(369,646

)

1,319,736

Cash and cash equivalents at beginning of year

2

2,748,826

1,429,090

Cash and cash equivalents at end of year

2

2,379,180

2,748,826

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

2025

2024

£

£

Profit before taxation

4,469,901

3,366,219

Depreciation charges

540,797

519,477

Loss/(profit) on disposal of fixed assets

312

(17,722

)

Finance costs

1,461

10,000

Finance income

(30,319

)

(21,987

)

4,982,152

3,855,987

Increase in stocks

-

(5,000

)

Increase in trade and other debtors

(250,918

)

(642,464

)

(Decrease)/increase in trade and other creditors

(172,921

)

968,986

Cash generated from operations

4,558,313

4,177,509

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 October 2025

31/10/25

1/11/24

£

£

Cash and cash equivalents

2,379,180

2,748,826

Year ended 31 October 2024

31/10/24

1/11/23

£

£

Cash and cash equivalents

2,748,826

1,429,090

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/11/24

Cash flow

At 31/10/25

£

£

£

Net cash

Cash at bank and in hand

2,748,826

(369,646

)

2,379,180

2,748,826

(369,646

)

2,379,180

Debt

Finance leases

-

(3,277

)

(3,277

)

-

(3,277

)

(3,277

)

Total

2,748,826

(372,923

)

2,375,903