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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: P M Azzopardi
S J Collins
H A Collins
S D Azzopardi





REGISTERED OFFICE: 32 Grosvenor Road
Gillingham Business Park
Gillingham
Kent
ME8 0SA





REGISTERED NUMBER: 13549911 (England and Wales)





AUDITORS: McCabe Ford Williams
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:





S J Collins - Director


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.

P M Azzopardi
S J Collins
H A Collins
S D Azzopardi

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:





S J Collins - Director


27 October 2026

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.




Clair Rayner FCA DChA (Senior Statutory Auditor)
for and on behalf of McCabe Ford Williams
Statutory Auditors and Chartered Accountants
Building 1063
Cornforth Drive
Kent Science Park
Sittingbourne
Kent
ME9 8PX

27 October 2026

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 1,910,844 1,171,628
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 8 8
8 8

CURRENT ASSETS
Debtors 15 1 1

CREDITORS
Amounts falling due within one year 16 8 8
NET CURRENT LIABILITIES (7 ) (7 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1

1

CAPITAL AND RESERVES
Called up share capital 21 1 1
SHAREHOLDERS' FUNDS 1 1

Company's profit for the financial year - -

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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)

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 1 - 1

Changes in equity
Balance at 31 December 2024 1 - 1

Changes in equity
Balance at 29 December 2025 1 - 1

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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
167 156

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 8
NET BOOK VALUE
At 29 December 2025 8
At 31 December 2024 8

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

Wozair Group Limited (Company number 12385330)
Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA
Nature of business: Holding Company
%
Class of shares: holding
Ordinary 100.00

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.

Wozair Limited (Company number 03039016)
Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA
Nature of business: Design and supply of specialist equipment
%
Class of shares: holding
Ordinary 100.00

Consolidated in the group accounts.

Wozair (Asia) Pte Ltd (Company number 2003038994 Singapore)
Registered office: 203 Woodlands Avenue 9, 06-51 Vision Exchange, Spectrum 2, Singapore 738956
Nature of business: Design and supply of specialist equipment
%
Class of shares: holding
Ordinary 100.00

Consolidated in the group accounts.

Wozair (USA) Limited (Company number 0800600103 USA)
Registered office: 3601 North Loop, 336 West, Conroe, Texas, 77304, USA
Nature of business: Design and supply of specialist equipment
%
Class of shares: holding
Ordinary 100.00

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

Veotec Group Limited (Company number 09990189)
Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA
Nature of business: Holding Company
%
Class of shares: holding
Ordinary 100.00

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.

Veotec Limited (Company number 05875391
Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA
Nature of business: Design and supply of specialist equipment
%
Class of shares: holding
Ordinary 100.00

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.

Veotec Holdings Limited (Company number 10435539)
Registered office: 32 Grosvenor Road, Gillingham Business Park, Gillingham, Kent, ME8 0SA
Nature of business: Holding Company
%
Class of shares: holding
Ordinary 100.00

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 1 1
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 1 1

Amounts falling due after more than one year:
Other debtors 514,350 514,350 - -

Aggregate amounts 17,761,738 16,329,212 1 1

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 8 8
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 8 8

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: £    £   
12,300 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