| REGISTERED NUMBER: 13549911 (England and Wales) |
| WOZAIR GROUP HOLDINGS LIMITED |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| REGISTERED NUMBER: 13549911 (England and Wales) |
| WOZAIR GROUP HOLDINGS LIMITED |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 6 |
| Report of the Independent Auditors | 9 |
| Consolidated Income Statement | 13 |
| Consolidated Other Comprehensive Income | 14 |
| Consolidated Statement of Financial Position | 15 |
| Company Statement of Financial Position | 16 |
| Consolidated Statement of Changes in Equity | 17 |
| Company Statement of Changes in Equity | 18 |
| Consolidated Statement of Cash Flows | 19 |
| Notes to the Consolidated Statement of Cash Flows | 20 |
| Notes to the Consolidated Financial Statements | 22 |
| WOZAIR GROUP HOLDINGS LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors and Chartered Accountants |
| Building 1063 |
| Cornforth Drive |
| Kent Science Park |
| Sittingbourne |
| Kent |
| ME9 8PX |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| The directors present their strategic report for the period ended 29 December 2025. |
| REVIEW OF BUSINESS |
| Wozair Group Holdings Limited marked a significant milestone in 2025 celebrating its 30th Anniversary with a successful year.Turnover was £31,501,855 (2024 £29,663,806) with an operating profit of £2,256,990 (2024: £851,748) driven by a consistent strength in market demand, maintaining stability and leading to a positive outlook for 2026. Gross margin was 37.0% (2024 32.3%). |
| This represented a continuation of the turnaround seen in 2024 with sustainable increases in revenue whilst maintaining an operating profit for the Group. This was achieved with a backdrop of buoyant market conditions, which the Group was able to capitalise on securing significant contracts, providing a healthy order book for the Group. There continues to be significant export opportunities in the Middle East and Far East representing particular areas of growth for the business. During 2025 the Group was able to complete or progress a number of large contracts awarded during 2024. The Group continued its association with Thermoplant Offshore Services Limited (TOSL) and North Sea Ventilation & Air Conditioning Limited (NSV & AC) for a number of these Middle East Contracts working together to progress the projects. |
| The Group also won significant work in the European Offshore Renewables sector, work which will be mostly realised during 2026, giving a healthy order book at the end of 2025, meaning the forecast is very good for a successful 2026. |
| The Group continued to supply specialist ventilation equipment in its core market of Oil and Gas, with this sector currently highly active. As well as its core business the Group has continued its long-term strategy of growing other market sectors such as Nuclear, Marine and Offshore Wind, whilst investigating longer term market sectors such as Power Generation and Infrastructure Projects, Nuclear Small Modular Reactors (SMR's), Carbon Capture and Storage (CCS), and Hydrogen. |
| In the Nuclear market the Group completed its first export Air Handling Unit Project for a project in France, as it continues to seek to expand its nuclear business outside of the UK. A number of design contracts were also progressed for Sellafield, which are expected to move to full equipment orders during 2026. We expect to continue to benefit from the 20-year framework agreement with Sellafield with more projects planned in the coming years. We are also focused on future opportunities that exist in the nuclear market with SMRs and in Europe. Moving forward the Directors remain optimistic for opportunities in the Energy Industry worldwide including Oil & Gas, Wind, Nuclear and Power Transmission and to that end have recruited a Global Business Development Manager to maximise these future opportunities. |
| During 2025 the Group also completed its ISO19443 accreditation - a nuclear-specific quality management standard, to further demonstrate our commitment to this market. This will help secure our place in the nuclear supply chain and create further opportunities. This builds upon ISO 9001 and sits alongside Fit for Nuclear (F4N) and the Fit for Offshore Renewables (F4OR), placing us at the forefront of these sectors. Wozair Group Holdings Limited was also successfully audited for the Utilities Vendor Database (UVDB) opening opportunities in the Power Generation and Infrastructure sector. |
| The Group was pleased to hold a number of customer and staff events across the globe to mark its 30 Year Anniversary. It also exhibited and attended major trade shows and exhibitions for the Oil and Gas, Marine, Nuclear and Wind Energy markets across the globe as it continues its strategy of investing in new and emerging markets whilst continuing to increase Oil and Gas Projects. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| REVIEW OF BUSINESS - CONTINUED |
| The Group recruited some key leadership positions to ensure it has the resource to meet the challenge created by the increasing order book. Key positions recruited included a Contracts Manager, Global Business Development Manager and additional Project Managers. The R&D team was also strengthened during the year to help develop new and innovative products and services in association with our strategic alliances. The Group continued to invest in plant, equipment, software, and systems to drive efficiency improvements. |
| Wozair Group Holdings Limited will continue to focus on maximising the benefit of a buoyant Oil and Gas market and Offshore Renewables sector, whilst pushing for market diversification. Major new orders in early 2026 have enabled Wozair Group Holdings Limited to continue its profitability for the beginning of the year and anticipate continued growth in revenue and profit for the full year. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The risks faced by the Group are reviewed on a regular basis. The review is consistent with the size and nature of the Group and is considered in the general context of the global economy and the markets and locations in which it operates. The Directors are aware of the inherent risk associated with a manufacturing business within the markets we operate and keep these under constant review. |
| The risks to staff, the public, and customers are mitigated by maintaining high quality standards in manufacture, adopting best practice in health, safety and quality and the Company's fulfilment of all relevant environmental regulations. We strive to be industry leaders in Health, Safety and Environmental responsibility and benchmark our performance against other industry leaders. |
| The Group maintains close links with its suppliers both in the UK and overseas, thereby ensuring continuity in the supply chain. |
| Uncertainties in exchange rates and general economic conditions pose risks to the Group, but these are monitored closely by the Directors to minimise any exposure. The financial statements have been prepared on the going concern basis. The Directors believe that existing cash reserves are more than sufficient for the next 12 months. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| IDENTIFICATION OF PRINCIPAL RISKS AND ASSESSMENT |
| The risks and uncertainties that the Group faces change over time, and the Directors are cognisant of and assess new challenges and risks emerging to ensure these are mitigated as appropriate. |
| The principal risks identified include the following. |
| EXPOSURE TO CREDIT, LIQUIDITY AND CASH FLOW RISK |
| Wozair Group Holdings Limited adopts policies aimed at minimizing losses due to other parties failing to discharge an obligation and require that deferred terms be only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. Wozair Group Holdings Limited mitigates the risk by collaborating with customers and credit control procedures supported with credit agencies. |
| Liquidity risk is minimized by managing cash generation in our operations, agreeing milestone payments with our customers and applying cash collection targets. Cash flow risk is managed by careful negotiation of terms with customers and suppliers. |
| Wozair Group Holdings Limited has entered into forward contracts to manage the foreign exchange risk concerning certain projects for which payment is received throughout the course of the project. |
| PEOPLE RISKS |
| Our staff are central to the Group's ability to meet its customer expectations and achieve its goals, and Wozair Group Holdings Limited needs to attract and retain highly qualified and competent staff. |
| The Directors perform a high degree of oversight in the Group's employee engagement providing the insight into the culture and mood of the workforce. Succession planning has been put in place to minimise risks further. |
| SUPPLY CHAIN RISKS |
| Global supply chain issues continue to improve and are monitored closely. Continuity of the supply chain is ensured by maintaining close collaboration with suppliers both in the UK and overseas. |
| Where there is any risk to material supply cost associated with regional instability affecting shipping routes or potential import tariffs Wozair Group Holdings Limited are managing that risk by placing bulk orders to secure pricing levels. |
| Where they may also be a risk with key components which are single sourced from one supplier, as required by our customers, Wozair Group Holdings Limited are offering alternatives and diversifying the Supply Chain to mitigate this risk. |
| INFLATION RISKS |
| Inflation has now stabilised in most areas making costs much easier to forecast, there may still be some inflationary risks in localised economies and the inflation risk associated with any potential tariffs need to be mitigated. |
| To mitigate the risk the sales team is working with current market prices and the purchasing team closely monitors purchase price variances and is focused on achieving savings. |
| COMPETITIVE RISKS |
| There is an ongoing risk of loss of market share or erosion on prices due to the activities of competitors or new entrants, which could negatively impact revenue and or profitability. This is a key area of focus for the Wozair management team. |
| Fundamental to mitigating the risk from competitors is the maintenance of our product quality, conforming to delivery performance and ensuring all customer expectations are met. Ongoing Research and Development into new products, and cost and delivery reduction initiatives feed into this mitigation. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| KEY PERFORMANCE INDICATORS |
| The Directors consider that financial key performance indicators for the Group are turnover, gross profit margin, profit before tax and operating, cash generation and turnover. |
| These may be summarised as follows: |
| 2025 | 2024 | Change |
| £'000 | £'000 |
| Revenue | 31,502 | 29,664 | 6.2% |
| Gross profit | 11,639 | 9,576 | 21.5% |
| Gross profit margin | 37% | 32% | 5% |
| Pre tax (loss) / profit | 2,191 | 755 | 190.2% |
| Operating cash flow | 956 | 1,376 |
| It is anticipated that the Group will generate sufficient revenue to continue to meet its operational needs as well as financial and regulatory obligations. |
| ON BEHALF OF THE BOARD: |
| 27 October 2026 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| The directors present their report with the financial statements of the company and the group for the period 1 January 2025 to 29 December 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the period under review was that of the design and supply of specialist heating, ventilation and air conditioning equipment and systems. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 29 December 2025. |
| EVENTS SINCE THE END OF THE PERIOD |
| Information relating to events since the end of the period 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 January 2025 to the date of this report. |
| QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
| The directors benefit from a qualifying indemnity provision in the form permitted by Section 234 of the Companies Act 2006 in respect of certain third party actions against directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Report of the Directors. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| GOING CONCERN |
| The financial statements have been prepared on a going concern basis. |
| The following areas of risk have been considered when arriving at our going concern opinion for the 2025 statutory accounts. |
| Supply chain |
| Although there continues to be long lead times from suppliers this has been managed through building the lead times into our quotes to customers and communicating with suppliers and customers. |
| Commodity/General Price Increases |
| Due to the nature of our business, we always include the latest and predicted costs when tendering for projects to ensure that commodity, component, and labour cost variability is reflected in customer quotations. There is also a clear strategic plan to implement a group buying strategy building/maintaining relationships with our key suppliers, negotiating improved terms, supply, and pricing, together with a focus on overhead costs driven as part of the budgetary process for 2026. |
| Power/Energy costs - the UK sites were contracted with Engie to March 2025 for electricity and gas followed by a further contract with British Gas for electricity and SEFE for gas to March 2026. Therefore, the directors consider that they are protected from any significant market increases. |
| 2026 Estimate |
| As part of our going concern review an estimate was produced for 2026 which has the group continuing to increase profitability as a result of a strong forward order book with forecast cash at bank more than sufficient to support the level of revenue without calling upon our current facilities with our bankers, which were renewed in June 2026. The market sentiment is positive, and the Directors expect to see this feed through with increased orders and revenue expected through 2026, 2027 and beyond. |
| Strategic Direction |
| The business considers its stated strategic plan of servicing its traditional markets, whilst diversifying into newer markets is starting to show with a higher percentage of revenue expected to come from Offshore Renewables in the next 3 years. The businesses traditional market of oil and gas, in the short term, is still very active. The business has a clearly defined and communicated three-year strategic plan which is regularly reviewed by the board. We believe that appropriate actions are being taken to address future challenges and opportunities to the company to result in a profitable and sustainable organisation. The medium to long term strategic aim is to rebalance the business more towards its nuclear, marine, renewables work and other emerging markets which is already happening. Wozair Group Holdings Limited will continue to pursue other necessary accreditations and development to continue the rebalancing of our business over time to ensure we are well placed to work in these markets going forward. |
| Conclusion |
| The group has sufficient financial resources together with customer contracts and a strong customer forward order book across different geographical areas and markets. Therefore, the directors believe that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook. |
| The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| DISCLOSURE IN THE STRATEGIC REPORT |
| As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report on pages 2 to 4. These matters relate to the financial risk management objectives and future developments. |
| 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WOZAIR GROUP HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of Wozair Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 29 December 2025 and of the group's profit for the period 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WOZAIR GROUP HOLDINGS LIMITED |
| 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 eight, 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WOZAIR GROUP HOLDINGS LIMITED |
| 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Irregularities including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. To the extent to which our procedures are capable of detecting irregularities is detailed below; our approach to identify and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows: |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - we identified the laws and regulations applicable to the company and group through discussions with directors; |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including, but not limited to, the Companies Act (2006), UK tax legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and |
| - 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 and group'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; |
| - Enquired with management and considered the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| - making enquiries of the component auditor, specifically in relation to fraud and non-compliance with laws and regulations at the subsidiary level. |
| 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 across the group; |
| - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
| - investigated the rationale behind significant or unusual transactions such as recharges from the parent. |
| - enquired with the component auditor in relation to related party balances and 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 and the relevant regulator, where applicable. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WOZAIR GROUP HOLDINGS LIMITED |
| 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 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. |
| for and on behalf of |
| Statutory Auditors and Chartered Accountants |
| Building 1063 |
| Cornforth Drive |
| Kent Science Park |
| Sittingbourne |
| Kent |
| ME9 8PX |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| Notes | £ | £ |
| TURNOVER | 4 | 31,501,855 | 29,663,806 |
| Cost of sales | 19,862,487 | 20,087,572 |
| GROSS PROFIT | 11,639,368 | 9,576,234 |
| Administrative expenses | 9,677,055 | 8,950,805 |
| 1,962,313 | 625,429 |
| Other operating income | 294,677 | 226,319 |
| OPERATING PROFIT | 6 | 2,256,990 | 851,748 |
| Interest receivable and similar income | 1,328 | 11,682 |
| 2,258,318 | 863,430 |
| Interest payable and similar expenses | 8 | 67,388 | 108,523 |
| PROFIT BEFORE TAXATION | 2,190,930 | 754,907 |
| Tax on profit | 9 | 280,086 | (416,721 | ) |
| PROFIT FOR THE FINANCIAL PERIOD |
| Profit attributable to: |
| Owners of the parent | 1,910,844 | 1,171,628 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| Notes | £ | £ |
| PROFIT FOR THE PERIOD | 1,910,844 | 1,171,628 |
| OTHER COMPREHENSIVE INCOME |
| Currency translation differences | 813 | (43,999 | ) |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
813 |
(43,999 |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
1,911,657 |
1,127,629 |
| Total comprehensive income attributable to: |
| Owners of the parent | 1,911,657 | 1,127,629 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| 29 DECEMBER 2025 |
| 29.12.25 | 31.12.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 | 568,723 | 331,032 |
| Tangible assets | 12 | 2,688,568 | 2,235,378 |
| Investments | 13 | - | - |
| 3,257,291 | 2,566,410 |
| CURRENT ASSETS |
| Stocks | 14 | 1,195,911 | 1,335,558 |
| Debtors | 15 | 17,761,738 | 16,329,212 |
| Cash at bank and in hand | 3,731,943 | 3,085,640 |
| 22,689,592 | 20,750,410 |
| CREDITORS |
| Amounts falling due within one year | 16 | 13,066,543 | 12,435,341 |
| NET CURRENT ASSETS | 9,623,049 | 8,315,069 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
12,880,340 |
10,881,479 |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
348,485 |
261,281 |
| NET ASSETS | 12,531,855 | 10,620,198 |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 1 | 1 |
| Foreign exchange reserve | 22 | 78,245 | 77,432 |
| Share option reserve | 22 | 1,757 | 1,757 |
| Retained earnings | 22 | 12,451,852 | 10,541,008 |
| SHAREHOLDERS' FUNDS | 12,531,855 | 10,620,198 |
| The financial statements were approved by the Board of Directors and authorised for issue on 27 October 2026 and were signed on its behalf by: |
| S J Collins - Director |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| COMPANY STATEMENT OF FINANCIAL POSITION |
| 29 DECEMBER 2025 |
| 29.12.25 | 31.12.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Debtors | 15 |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | - | - |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| Called up | Foreign | Share |
| share | Retained | exchange | option | Total |
| capital | earnings | reserve | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2024 | 1 | 9,369,380 | 121,431 | - | 9,490,812 |
| Changes in equity |
| Share options granted | - | - | - | 1,757 | 1,757 |
| Total comprehensive income | - | 1,171,628 | (43,999 | ) | - | 1,127,629 |
| Balance at 31 December 2024 | 1 | 10,541,008 | 77,432 | 1,757 | 10,620,198 |
| Changes in equity |
| Total comprehensive income | - | 1,910,844 | 813 | - | 1,911,657 |
| Balance at 29 December 2025 | 1 | 12,451,852 | 78,245 | 1,757 | 12,531,855 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2024 |
| Changes in equity |
| Balance at 31 December 2024 |
| Changes in equity |
| Balance at 29 December 2025 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,126,957 | 1,380,473 |
| Interest paid | (67,388 | ) | (108,523 | ) |
| Tax paid | (103,600 | ) | (43,665 | ) |
| R&D Refund | - | 147,792 |
| Net cash from operating activities | 955,969 | 1,376,077 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (307,766 | ) | - |
| Purchase of tangible fixed assets | (1,308,907 | ) | (976,833 | ) |
| Sale of tangible fixed assets | 86,779 | 183,131 |
| Capital repayments on loan debtor | - | 251,127 |
| Interest received | 1,328 | 11,682 |
| Net cash from investing activities | (1,528,566 | ) | (530,893 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (118,305 | ) | (118,305 | ) |
| HP repayments in the year | (301,365 | ) | (155,189 | ) |
| HP agreements entered into | 459,715 | 457,225 |
| Amount introduced by directors | 153,152 | 143,691 |
| Amount withdrawn by directors | (263,565 | ) | (581,787 | ) |
| Share options granted | - | 1,757 |
| Net cash from financing activities | (70,368 | ) | (252,608 | ) |
| (Decrease)/increase in cash and cash equivalents | (642,965 | ) | 592,576 |
| Cash and cash equivalents at beginning of period |
2 |
3,085,640 |
2,493,064 |
| Cash and cash equivalents at end of period |
2 |
2,442,675 |
3,085,640 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Profit before taxation | 2,190,930 | 754,907 |
| Depreciation charges | 864,284 | 621,306 |
| Profit on disposal of fixed assets | (86,779 | ) | (68,403 | ) |
| Currency translation differences | 813 | (43,999 | ) |
| Foreign exchange on fixed assets | 32,660 | 2,721 |
| Computer software amortisation | 28,848 | - |
| Finance costs | 67,388 | 108,523 |
| Finance income | (1,328 | ) | (11,682 | ) |
| 3,096,816 | 1,363,373 |
| Decrease in stocks | 139,647 | 107,303 |
| Increase in trade and other debtors | (1,609,012 | ) | (4,924,794 | ) |
| (Decrease)/increase in trade and other creditors | (500,494 | ) | 4,834,591 |
| Cash generated from operations | 1,126,957 | 1,380,473 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Period ended 29 December 2025 |
| 29.12.25 | 1.1.25 |
| £ | £ |
| Cash and cash equivalents | 3,731,943 | 3,085,640 |
| Bank overdrafts | (1,289,268 | ) | - |
| 2,442,675 | 3,085,640 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 3,085,640 | 2,493,064 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.25 | Cash flow | At 29.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 3,085,640 | 646,303 | 3,731,943 |
| Bank overdrafts | - | (1,289,268 | ) | (1,289,268 | ) |
| 3,085,640 | (642,965 | ) | 2,442,675 |
| Debt |
| Finance leases | (465,815 | ) | (158,350 | ) | (624,165 | ) |
| Debts falling due within 1 year | (118,305 | ) | 59,153 | (59,152 | ) |
| Debts falling due after 1 year | (59,152 | ) | 59,152 | - |
| (643,272 | ) | (40,045 | ) | (683,317 | ) |
| Total | 2,442,368 | (683,010 | ) | 1,759,358 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 1. | STATUTORY INFORMATION |
| Wozair Group Holdings Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | STATEMENT OF COMPLIANCE |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
| The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies. |
| The financial statements have been prepared under the historical cost convention. |
| The Directors believe that current market conditions are very favourable for the current and future prospects of the Company. This is due to several key factors including growing demand for energy in key business areas. Risks to the Business include a change in market conditions or a sustained and significant fall in the price of Oil and Gas that could affect investment decisions, as well as sudden volatility in exchange rates. The board have strategies to mitigate these risks. |
| The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
| Basis of consolidation |
| The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets,liabilities and contingent liabilities are initially recognised at their fair value at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. |
| The financial statements have been presented in Pounds Sterling as this is the currency of the primary economic environment in which the Group operates, and are rounded to the nearest pound. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Significant judgements and estimates |
| In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered 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 to 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. |
| Critical judgements in applying the accounting policies |
| Contract values |
| The Group has entered into a number of contracts in the year. When the outcome of a contract can be estimated reliably, the Group has recognised contract revenue and contract costs associated with the contract as revenue and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period (often referred to as the percentage of completion method). |
| Reliable estimation of the outcome requires reliable estimates of the stage of completion, future costs and collectability of billings. This is determined by those members of the delivery team who are the most familiar with the work, and draws on comparisons between forecast costs to complete vs actual costs to complete which are continually updated in order to improve accuracy. |
| Goodwill and intangible assets |
| On acquisition, the company determines a reliable estimate of the useful life of goodwill and intangible assets based upon factors such as the expected use of the acquired business, forecasts of expected future results and cash flows, and any legal, regulatory or contractual provisions that limit useful life. At each subsequent reporting date the directors consider whether there are any actors such as technological advancements or changes in market conditions that indicate a need to reconsider the useful life of goodwill and intangible assets. |
| Development costs |
| The directors exercise judgement in determining whether development expenditure meets the criteria for capitalisation, in particular technical feasibility and the probability of future economic benefits, and in estimating the useful economic life of 5 years over which the costs will be amortised once the asset is available for use. |
| Stock |
| The group holds some stock that has not been used in trade for a number of years. Where stock has been held without being used in production for 3 years, its value is impaired to £nil. |
| Bad Debts |
| A general provision is made for bad debts based on the value of debtors that has been written off in the previous year. |
| Warranty Provision |
| A general provision is made for warranties based on the actual costs incurred historically. |
| Key sources of estimation uncertainty |
| Aside from those stated above, the key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are the depreciation charges that are calculated with reference to the useful economic life of fixed assets. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Revenue |
| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
| Sale of goods |
| Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
| - the company has transferred the significant risks and rewards of ownership to the buyer; |
| -the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
| - the amount of revenue can be measured reliably; |
| - it is probable that the company will receive the consideration due under the transaction; and |
| - the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| Rendering of services |
| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
| - the amount of revenue can be measured reliably; |
| - it is probable that the company will receive consideration due under the contract; |
| - the stage of completion of the contract at the end of the reporting period can be measured reliably; |
| - the costs incurred and the costs to complete the contract can be measured reliably. |
| Goodwill |
| Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and iabilities of the acquiree at the date of the acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years. |
| Intangible assets |
| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. |
| All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. |
| The estimated useful lives range as follows: |
| Computer software | - | 3 years |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. |
| The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the , Group, the carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. |
| Depreciation is provided on the following basis: |
| Improvements to property | - | 25% per annum and over remaining term of lease |
| Plant and machinery | - | 16% and 25% per annum |
| Fixtures and fittings | - | 25% per annum |
| Motor vehicles | - | 25% per annum |
| Computer equipment | - | 25% and 33% per annum |
| The assets' residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate, or if there is an indication of a significant charge since the last reporting date. |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. |
| Stocks |
| Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average cost basis. Work in progress and finished goods include labour and attributable overheads. |
| At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties. |
| a) Trade and other debtors |
| Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts. |
| b) Cash and cash equivalents |
| Cash and cash equivalents comprise cash at bank and in hand. |
| c) Impairment of financial assets |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss. |
| For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the company would receive for the asset if it were to be sold at the reporting date. |
| d) Trade and other creditors |
| Debt instruments like loans and other accounts payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable within one year, typically trade payables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at market rate, the financial asset is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
| Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| The company enters into other financial instruments that result in the recognition of financial assets and liabilities at fair value. |
| e) Forward contracts |
| The company enters into forward contracts to manage its foreign exchange risk concerning certain projects for which payment is received throughout the course of the project. The financial instrument is valued at the balance sheet date at fair value. Fair value gains and losses at the reporting date are recognised in the profit and loss account. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Taxation |
| The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. |
| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. |
| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that: |
| - the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; |
| - any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and |
| - where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. |
| Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. |
| Research and development |
| Research expenditure is written off to the profit and loss account as it is incurred. |
| Development expenditure is capitalised as an intangible asset when the company can demonstrate the technical feasibility of completing the asset so that it will be available for use or sale, its intention to complete the asset and use or sell it, its ability to use or sell the asset, how the asset will generate probable future economic benefits, the availability of adequate technical, financial and other resources to complete the development, and its ability to measure reliably the expenditure attributable to the asset. Other development expenditure is written off as it is incurred. |
| Capitalised development costs relate to a new certified fire damper, which the directors expect to generate future sales. They are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straight line basis over 5 years, starting when the damper is available for sale. The costs are renewed for impairment where there is an indication that their carrying amount may not be recoverable. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Foreign currency transactions are translated into the functional currency, sterling, using the spot exchange rates at the dates of the transactions. |
| At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items are measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was |
| determined. |
| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income. |
| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income within 'other operating income'. |
| Operating leases: the company as lessee |
| Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the lease term. |
| Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. |
| Pension costs and other post-retirement benefits |
| Defined contribution pension plan |
| The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. |
| The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds. |
| Interest income |
| Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method. |
| Interest payable and similar expenses |
| Interest payable and similar expenses are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 4. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by geographical market is given below: |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| United Kingdom | 6,352,673 | 3,249,767 |
| Europe | 8,341,217 | 1,790,062 |
| Rest of the World | 16,807,965 | 24,623,977 |
| 31,501,855 | 29,663,806 |
| 5. | EMPLOYEES AND DIRECTORS |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Wages and salaries | 7,183,717 | 6,211,201 |
| Social security costs | 740,547 | 580,617 |
| Other pension costs | 191,837 | 183,931 |
| 8,116,101 | 6,975,749 |
| The average number of employees during the period was as follows: |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| Directors | 4 | 4 |
| Factory | 63 | 58 |
| Indirect | 100 | 94 |
| The average number of employees by undertakings that were proportionately consolidated during the period was 167 (2024 - 156 ) . |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| 31.12.25 | 31.12.24 |
| Directors remuneration | 322,702 | 306,288 |
| Directors pension contributions to money purchase schemes | 69,595 | 43,046 |
| The number of directors to whom retirement benefits were accruing were as follows |
| Money Purchase schemes | 4 | 4 |
| Information regarding the highest paid director is as follows: |
| 31.12.25 | 31.12.24 |
| Emoluments etc . | 160,413 | 171,644 |
| The remuneration of key management personnel (directors of group entities) is as follows: |
| 31.12.25 | 31.12.24 |
| 653,416 | 649,095 |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Plant hire | 10,897 | 12,617 |
| Depreciation - owned assets | 785,821 | 542,843 |
| Profit on disposal of fixed assets | (86,779 | ) | (68,403 | ) |
| Goodwill amortisation | 78,463 | 78,463 |
| Computer software amortisation | 28,848 | - |
| Foreign exchange differences | 22,467 | (26,160 | ) |
| Research & development charged as an expense | 96,014 | 181,276 |
| Defined contribution pension cost | 191,837 | 183,931 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 7. | AUDITORS' REMUNERATION |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
62,865 |
57,150 |
| Total audit fees | 62,865 | 57,150 |
| Auditors' remuneration for non audit work | 3,779 | 4,715 |
| Total non-audit fees | 3,779 | 4,715 |
| Total fees payable | 66,644 | 61,865 |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Loan interest | 67,388 | 108,523 |
| 9. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the period was as follows: |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Current tax: |
| R&D Tax Refund | - | (147,792 | ) |
| Overseas tax | 103,600 | 43,665 |
| Total current tax | 103,600 | (104,127 | ) |
| Deferred taxation | 176,486 | (312,594 | ) |
| Tax on profit | 280,086 | (416,721 | ) |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 9. | TAXATION - continued |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.1.25 |
| to | Year Ended |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Profit before tax | 2,190,930 | 754,907 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
547,733 |
188,727 |
| Effects of: |
| Expenses not deductible for tax purposes | (119,654 | ) | (52,612 | ) |
| Depreciation in excess of capital allowances | 100,242 | 148,651 |
| Utilisation of tax losses | (366,185 | ) | (186,136 | ) |
| Research and development tax Credit | - | (147,792 | ) |
| R&D enhanced expenditure | - | (97,742 | ) |
| Tax losses not utilised | - | 77,775 |
| Deferred tax movement | 176,486 | (312,594 | ) |
| Tax relief for donations paid | - | (310 | ) |
| Effect of foreign tax rates | (58,536 | ) | (25,267 | ) |
| Over provisions from prior year | - | (9,421 | ) |
| Total tax charge/(credit) | 280,086 | (416,721 | ) |
| Tax effects relating to effects of other comprehensive income |
| 1.1.25 to 29.12.25 |
| Gross | Tax | Net |
| £ | £ | £ |
| Currency translation differences | 813 | - | 813 |
| 31.12.24 |
| Gross | Tax | Net |
| £ | £ | £ |
| Currency translation differences | (43,999 | ) | - | (43,999 | ) |
| 10. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 11. | INTANGIBLE FIXED ASSETS |
| Group |
| Development | Computer |
| Goodwill | costs | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2025 | 697,224 | - | 660 | 697,884 |
| Additions | - | 237,710 | 70,056 | 307,766 |
| Exchange differences | - | - | (45 | ) | (45 | ) |
| Reclassification/transfer | - | - | 155,369 | 155,369 |
| At 29 December 2025 | 697,224 | 237,710 | 226,040 | 1,160,974 |
| AMORTISATION |
| At 1 January 2025 | 366,192 | - | 660 | 366,852 |
| Amortisation for period | 78,463 | - | 28,848 | 107,311 |
| Exchange differences | - | - | (45 | ) | (45 | ) |
| Reclassification/transfer | - | - | 118,133 | 118,133 |
| At 29 December 2025 | 444,655 | - | 147,596 | 592,251 |
| NET BOOK VALUE |
| At 29 December 2025 | 252,569 | 237,710 | 78,444 | 568,723 |
| At 31 December 2024 | 331,032 | - | - | 331,032 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements | Fixtures |
| to | Plant and | and |
| property | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 January 2025 | 1,669,393 | 2,392,155 | 261,526 |
| Additions | 281,115 | 206,233 | 125,069 |
| Disposals | - | - | - |
| Exchange differences | (7,028 | ) | (44,756 | ) | (1,744 | ) |
| Reclassification/transfer | - | - | - |
| At 29 December 2025 | 1,943,480 | 2,553,632 | 384,851 |
| DEPRECIATION |
| At 1 January 2025 | 754,659 | 1,900,482 | 243,331 |
| Charge for period | 180,100 | 124,715 | 22,307 |
| Eliminated on disposal | - | - | - |
| Exchange differences | (6,485 | ) | (22,178 | ) | (1,724 | ) |
| Reclassification/transfer | - | - | - |
| At 29 December 2025 | 928,274 | 2,003,019 | 263,914 |
| NET BOOK VALUE |
| At 29 December 2025 | 1,015,206 | 550,613 | 120,937 |
| At 31 December 2024 | 914,734 | 491,673 | 18,195 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 12. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2025 | 1,242,009 | 504,306 | 6,069,389 |
| Additions | 638,236 | 58,254 | 1,308,907 |
| Disposals | (131,445 | ) | - | (131,445 | ) |
| Exchange differences | (20,300 | ) | (4,564 | ) | (78,392 | ) |
| Reclassification/transfer | - | (155,369 | ) | (155,369 | ) |
| At 29 December 2025 | 1,728,500 | 402,627 | 7,013,090 |
| DEPRECIATION |
| At 1 January 2025 | 496,638 | 438,901 | 3,834,011 |
| Charge for period | 438,276 | 20,423 | 785,821 |
| Eliminated on disposal | (131,445 | ) | - | (131,445 | ) |
| Exchange differences | (11,700 | ) | (3,645 | ) | (45,732 | ) |
| Reclassification/transfer | - | (118,133 | ) | (118,133 | ) |
| At 29 December 2025 | 791,769 | 337,546 | 4,324,522 |
| NET BOOK VALUE |
| At 29 December 2025 | 936,731 | 65,081 | 2,688,568 |
| At 31 December 2024 | 745,371 | 65,405 | 2,235,378 |
| Included within fixed assets there are items that are under hire purchase. The net book value of these items at the year end are £392,866 (2024: £348,795). |
| 13. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2025 |
| and 29 December 2025 |
| NET BOOK VALUE |
| At 29 December 2025 |
| At 31 December 2024 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 13. | FIXED ASSET INVESTMENTS - continued |
| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA |
| Nature of business: |
| % |
| Class of shares: | holding |
| Audit exemption has been claimed in respect of the entity's individual accounts in accordance with section 480 of the Companies Act 2006. |
| Consolidated in the group accounts. |
| Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA |
| Nature of business: |
| % |
| Class of shares: | holding |
| Consolidated in the group accounts. |
| Registered office: 203 Woodlands Avenue 9, 06-51 Vision Exchange, Spectrum 2, Singapore 738956 |
| Nature of business: |
| % |
| Class of shares: | holding |
| Consolidated in the group accounts. |
| Registered office: 3601 North Loop, 336 West, Conroe, Texas, 77304, USA |
| Nature of business: |
| % |
| Class of shares: | holding |
| Consolidated in the group accounts. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 13. | FIXED ASSET INVESTMENTS - continued |
| Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA |
| Nature of business: |
| % |
| Class of shares: | holding |
| Audit exemption has been claimed in respect of the entity's individual accounts in accordance with section 480 of the Companies Act 2006. |
| Consolidated in the group accounts. |
| Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA |
| Nature of business: |
| % |
| Class of shares: | holding |
| Audit exemption has been claimed in respect of the entity's individual accounts in accordance with section 480 of the Companies Act 2006. |
| Consolidated in the group accounts. |
| Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA |
| Nature of business: |
| % |
| Class of shares: | holding |
| Audit exemption has been claimed in respect of the entity's individual accounts in accordance with section 480 of the Companies Act 2006. |
| Consolidated in the group accounts. |
| 14. | STOCKS |
| Group |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Stocks | 1,195,911 | 1,335,558 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 15. | DEBTORS |
| Group | Company |
| 29.12.25 | 31.12.24 | 29.12.25 | 31.12.24 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 5,418,174 | 8,739,577 |
| Other debtors | 631,545 | 841,118 |
| Associated company loan | 1,202,429 | 1,373,883 | - | - |
| Deferred tax asset | 73,514 | 250,000 | - | - |
| Prepayments and accrued income | 9,921,726 | 4,610,284 |
| 17,247,388 | 15,814,862 |
| Amounts falling due after more than one | year: |
| Other debtors | 514,350 | 514,350 |
| Aggregate amounts | 17,761,738 | 16,329,212 |
| Deferred tax asset |
| Group | Company |
| 29.12.25 | 31.12.24 | 29.12.25 | 31.12.24 |
| £ | £ | £ | £ |
| Deferred taxation | 73,514 | 250,000 | - | - |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 29.12.25 | 31.12.24 | 29.12.25 | 31.12.24 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 18) | 1,348,420 | 118,305 |
| Hire purchase contracts (see note 19) | 275,680 | 263,686 |
| Trade creditors | 3,592,684 | 6,054,705 |
| Other creditors | 327,311 | 218,996 |
| Other taxes and PAYE | 309,209 | 195,068 | - | - |
| Directors' Loan Accounts | 415,156 | 525,569 | - | - |
| Accruals and deferred income | 6,798,083 | 5,059,012 |
| 13,066,543 | 12,435,341 |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Bank loans (see note 18) | - | 59,152 |
| Hire purchase contracts (see note 19) | 348,485 | 202,129 |
| 348,485 | 261,281 |
| 18. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank overdrafts | 1,289,268 | - |
| Bank loans - less than 1 yr | 59,152 | 118,305 |
| 1,348,420 | 118,305 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | - | 59,152 |
| Included within bank loans are the following: |
| - Coronavirus Business Interruption Loan of £59,152 (2024: £177,457), repayable over 6 years. Interest is charged at 3.9% over the Bank of England base rate. |
| The bank has a debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and first floating charge over all assets and undertaking both present and future dated 8 September 2010. |
| A composite company unlimited multilateral guarantee dated 16 August 2012 given by Wozair Limited, Wozair (Asia) Pte Limited and Wozair (USA) Limited. |
| The Hongkong and Shanghai Banking Corporation Limited hold a charge to the right, title and interest of Wozair Asia in and to all monies including interest, accrued or accruing due thereon standing to the credit of all or any of the company's term deposit accounts which the company has at the time of the instrument or at any time thereafter may have with the bank at any of its offices, including any substitute accounts or any revised designation for such accounts, the renewal of such deposits whatever currency such desposits may subsequently be denominated in, and interest accrued or accruing thereon (the ""deposit"")." |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 19. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase |
| contracts |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 275,680 | 263,686 |
| Between one and five years | 348,485 | 202,129 |
| 624,165 | 465,815 |
| Group |
| Non-cancellable |
| operating leases |
| 29.12.25 | 31.12.24 |
| £ | £ |
| Within one year | 979,651 | 790,037 |
| Between one and five years | 3,864,015 | 2,701,732 |
| In more than five years | - | 523,875 |
| 4,843,666 | 4,015,644 |
| 20. | DEFERRED TAX |
| Group |
| £ |
| Balance at 1 January 2025 | (250,000 | ) |
| Charge to Income Statement during period | 176,486 |
| Balance at 29 December 2025 | (73,514 | ) |
| A deferred tax asset totalling £73,514 is included within the debtors note 15. |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 29.12.25 | 31.12.24 |
| value: | £ | £ |
| Ordinary | £0.0001 | 1 | 1 |
| On 20 June 2022, the nominal value of share capital held by Wozair Group Holdings Limited was reduced from £12,300,000 to £1.23. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 22. | RESERVES |
| Group |
| Foreign | Share |
| Retained | exchange | option |
| earnings | reserve | reserve | Totals |
| £ | £ | £ | £ |
| At 1 January 2025 | 10,541,008 | 77,432 | 1,757 | 10,620,197 |
| Profit for the period | 1,910,844 | 1,910,844 |
| Reserve movement | - | 813 | - | 813 |
| At 29 December 2025 | 12,451,852 | 78,245 | 1,757 | 12,531,854 |
| Profit and loss account |
| This reserve comprises all current retained profits and losses after deducting any distributions made to the |
| company's shareholders. |
| Foreign exchange reserve |
| This reserve comprises translation differences arising from the translation of the overseas subsidiaries upon consolidation from US Dollars and Singapore Dollars into Pound Sterling. |
| Share option reserve |
| During the prior year the company set up an Enterprise Management Incentive (EMI) share option scheme. Share options within this scheme were granted to C Cherrington & N Owen (Joint Managing Directors). The options vest on the earlier of a company sale or 10 years from the grant date of the options. The options issued are equity settled options. |
| Number of options | Weighted average price per option |
| Outstanding as at 1 January 2025 | 785,106 | £0.0001 |
| Granted during the year | Nil | Nil |
| Forfeited during the year | Nil | Nil |
| Exercised during the year | Nil | Nil |
| Outstanding as at 29 December 2025 | 785,106 | £0.0001 |
| Exercisable as at 29 December 2025 | Nil | Nil |
| The fair value has been determined based on a recent independent valuation of the Wozair Group. |
| The total expense recognised in the income statement for the period ended 29 December 2025 in respect of the share options is £nil (2024: £1,757), with no movement in the share option reserve. |
| 23. | CONTINGENT LIABILITIES |
| The group's bankers have provided a CLAS guarantee facility of £4,350,000. Guarantees in favour of customers of the group, in relation to certain, specific completed contracts, up to a maximum of £3,408,554 (2024: £2,593,071) have been provided. The guarantees have defined expiry dates and historically no customer has ever claimed against these guarantees. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 24. | RELATED PARTY DISCLOSURES |
| Directors loans exist in our period and the prior period relating to a loan advance on which interest accrues at 2% above the base rate of Barclays Bank PLC. The loan is repayable on demand. |
| During the year under review the following transactions occurred between the Group and entities under common control: |
| Wozair Limited: |
| Purchases from Thermoplant Offshore Services Limited £847,413 (2024: £4,276,935) |
| Sales to Thermoplant Offshore Services Limited £296,222 (2024: £143,177) |
| Purchases from North Sea Ventilation and Airconditioning Limited £1,087,868 (2024: £nil) |
| Sales to North Sea Ventilation and Airconditioning Limited £173,471 (2024 : £80,897) |
| Rent charged from Achilles Properties Limited £630,234 (2024: £637,072) |
| Management fees charged to Wozair Energy Holdings Limited £79,000 (2024: £nil) |
| Interest charged to Wozair Energy Holdings Limited in respect of a loan of £nil (2024 : £4,654) |
| At the year end the following balances were outstanding in respect of entities under common control: |
| At the year end, loans due from Achilles Properties Limited, a related party under common control, were £411,334 (2024 : £411,334). |
| At the year end a balance of £46,461 (2024 : £1,850) was due from Thermoplant Offshore Services Limited and a balance of £227,405 (2024 : £3,250,841) was due to them. |
| At the year end a balance of £65,741 (2024 : £nil) was due from North Sea Ventilation and Airconditioning Limited and a balance of £193,747 (2024: £nil) was due to them. |
| At the year end a balance of £79,000 (2024: £nil) was due from Wozair Energy Holdings Limited. |
| Wozair (Asia) Pte Limited: |
| At the year end, loans due from Achilles Properties Limited, a related party under common control, were $1,370,538 SGD (2024 : $1,623,568 SGD). |
| Interest income charged in the year on this loan balance was $82,075 SGD (2024 : $88,415 SGD). |
| During the year, Wozair (Asia) Pte Limited waived interest of $nil SGD (2024: $200,262 SGD) in respect of this loan. |
| WOZAIR GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13549911) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 JANUARY 2025 TO 29 DECEMBER 2025 |
| 25. | POST BALANCE SHEET EVENTS |
| Wozair Limited entered into a number of different currency forward contracts after the year end, giving them the right to exchange Euros for Great British Pounds at an agreed upon rate. |
| The details of these forward contracts are as follows: |
| Deal date | Settlement date | GBP Payable to Wozair | EUR Payable by Wozair |
| 28/11/2025 | 05/01/2026 | 3,772,141 | 4,450,000 |
| 31/12/2025 | 30/01/2026 | 436,491 | 500,000 |
| 31/07/2025 | 27/02/2026 | 872,981 | 1,000,000 |
| 31/07/2025 | 30/04/2026 | 349,192 | 400,000 |
| 31/07/2025 | 29/05/2026 | 872,981 | 1,000,000 |
| 31/07/2025 | 30/06/2026 | 349,192 | 400,000 |
| 31/07/2025 | 31/07/2026 | 872,981 | 1,000,000 |