Airswift Global AS
Directors’ Report and Consolidated Financial statements
Year ended
31 December 2022
Organization number 927 020 556
Airswift Global AS
Contents
Contents
1
Directors’ Report
9
Corporate Governance Statement
14
Responsibility Statement from the Board of Directors
15
Consolidated Statement of Profit or Loss and Other Comprehensive Income
16
Consolidated Statement of Financial Position
18
Consolidated Statement of Cash Flows
19
Consolidated Statement of Changes in Equity
20
64
Notes forming part of the financial statements
APM attachment
Statutory accounts
Auditor’s opinion
Country of incorporation:
Norway
Legal form:
Private company limited by shares
Principal activities:
The nature of the Group’s operations and its principal
activities are set out in the Directors’ Report.
Airswift Global AS
Company information
Directors
Morten Kiran Viksøy - Chairman
Matthew Gordon Harrison - Director
Domicile of Entity
Norway
Organization number
927 020 556
Registered office
c/o Airswift Norge AS
Forusparken 2
4031 STAVANGER
Auditor
BDO AS
Munkedamsveien 45A
0250 OSLO
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
1
Introduction
The Directors present their Report together with the audited Financial Statements of the group and company for
the year ended 31 December 2022. The prior year Financial Statements covered a full financial year as the
accounts are a continuation of Airswift Holdings Ltd.
This report has been prepared by the Directors in accordance with the requirements of the Norwegian Accounting
Act. The Company’s independent auditor is required by law to report on whether the information provided in the
Directors’ report is consistent with the Financial Statements. The auditor’s report is attached to the Directors’ Report
and Consolidated Financial Statement.
The Group has prepared the consolidated financial statements in accordance with International Financial
Reporting Standards (IFRS) which have been adopted by the EU and are mandatory for financial years beginning
on or after 1 January 2021 and disclosure requirements listed in the Norwegian Accounting Act as of 31.12.2022.
The parent Company financial statements have been prepared in accordance with the Norwegian Accounting Act
and generally accepted accounting principles in Norway. More information on the preparation of the financial
statements is disclosed within note 2 of the accounts.
Principal activity
The company was incorporated on 26 April 2021 as a part of a group reorganization undertaken in 2021, outlined
in the 2021 report. The accounts represent a continuation of Airswift Holdings Limited.
The principal activity of the company is that of a holding company. The principal activity of the group is the provision
of Global Workforce Solutions to the Process, Infrastructure, Energy and the Science, Technology, Engineering
and Math (STEM) Industry sectors.
Business review and future developments
2022 was the seventh period of trading for the combined Airswift group, formed from the acquisition of the Swift
business and Air business on 20 January 2016 and the first full year of trading of the expanded Group after the
acquisition of Competentia on 17 June 2021.
The combined strength of these businesses, including our people and our geographical reach, has enabled us to
take advantage of our market opportunities and the business benefited from a period of sustained growth (2017 –
2019) and return to growth in 2021 after a challenging 2020 due to COVID-19 pandemic. 2022 has been a period
of continued growth on the back of a successful completion of the integration of Competentia and Airswift, a
continued strong employment market and demand for STEM talent and funding to support increased working
capital.
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
2
Business review and future developments (continued)
Key performance indicators
The primary performance indicators used by management are:
- Gross Profit as a portion of Revenue – 12.0% (2021: 12.0%)
- Adjusted EBITDA* – $57.8m (2021: $42.6m)
- Adjusted EBITDA as a proportion of revenue – 5.1% (2021: 4.6%)
- End of year contractor headcount 7082 (2021: 6,849)**
- End of year FTE 845 (2021:744)
*Adjusted EBITDA is defined as operating profit before interest, taxation, depreciation, amortisation, non-underlying
items and exchanges gains/(losses). See APM attachment for further details.
**Contractor headcount is what drives the revenue and profit of the Group’s main service line, Temporary Workers.
Revenue was $1,134.4m (2021: $916.3m restated) and gross profit was $136.2m (2021: $109.5m restated), which
includes a full year of trading for the combined Airswift and Competentia businesses in 2022 versus 6 months in
2021. As the business emerged from the COVID-19 pandemic and oil and gas prices stabilised – the business
returned to growth and strategy of investing in people and infrastructure. Adjusted EBITDA* for the group grew by
36% (2021: 14%, including additional 6 months of trading from Competentia). Competentia contributed with
approximately $3.8m of the EBITDA in 2021 on a standalone basis, i.e., excluding any synergies resulting from the
acquisition. Our Adjusted EBITDA was $57.8m (2021: $42.6m). Adjusted EBITDA is considered an appropriate
measure of the underlying performance of the business. The Group incurred $22.4m of finance costs (2021:
$24.1m). Interest payable is incurred on both the Nordic Bond as well as short term invoice discounting facility.
Despite interest rate increases in 2022 led by higher inflation, the Group has benefited from lower financing costs
in 2022 due to the re-financing that took place mid-2021.The Directors are satisfied with this trading performance.
Our profit for the period after interest and taxation was $4.7m (2021: Loss $13.7m).
In the prior year financial statements, contractor costs (visas, airline tickets etc) that were initially borne by Airswift
before being passed on to the client at nil margin were recorded used the agent consideration i.e. net presentation
of revenue. After careful consideration, we believe that this service should be recorded under the principal
consideration and be shown as gross revenue and cost of sales. For 2021, this restatement has increased both
revenue and cost of sales by $29.2m with nil impact to EBITDA and gross margin.
During 2021 the Group refinanced its term loan through the successful issuance of a $165m bond in the Nordic
market. The bond is now listed on the Oslo exchange, previously listed on an intermediate exchange in Frankfurt
prior to the listing being completed in May 2022. The refinancing was done in conjunction with the acquisition of
Competentia who held a strong presence in the Norwegian market.
Russia’s invasion of Ukraine in February 2022 and subsequent embargos on trading and funding of operations
within Russia led Airswift to divest its operations in Russia effective of the 1 July 2022. The business was sold to
management (Management Buy Out / MBO) in Russia with consideration being a sellers credit, structured as a
Payment in Kind (PIK) loan. Part of the Russia operations was conducted through branches set up under a UK
subsidiary. The activity within the branches was included in the MBO and was transferred over to the LLC (acquirer)
from April to December 2022. The impact of the transaction was a net loss on sale of $2.2MM recognised through
the P&L. The impact annually is estimated to be less than $1m loss in operating profit.
The Group has seen overheads increase during 2022. Management expects contractor salaries to increase going
forward, which would increase revenues and gross profit for the group offsetting cost increases.
The group had an operating cash inflow of $10.8m (2021: outflow $1.5m). Our financial strength is underpinned by
the $158.4m (2021: $157.8m) net assets and access to finance through our bank and loan facilities. The increase
in the net assets is driven by the growth of the business throughout the year. Our borrowings increased by $19.8m
(2021: $63m), primarily as a result of the business growth and subsequent draw down on credit facilities. Due to
the growth in trade there was an increased requirement for invoice discounting facilities. The Group had cash of
$27.5m at end of the period (2021 : $28.9m), a decrease of $1.4m.
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
3
Business review and future developments (continued)
With the benefit of synergies from the acquisition and the strength of the combined business, indications have
shown that the upward volume trends experienced in 2022 will continue in to 2023. We will continue to monitor our
cost base to protect the Group’s underlying EBITDA margin.
In the longer term, we aim to lead the energy transition for renewables and to utilise digital transformation with the
intention being to create value to our clients and to support productivity internally.
Principal Risks and uncertainties
Customers
The global market in the Process, Industry, Energy & STEM remains highly competitive. The Group seeks to
manage the risk of losing customers by providing a customised service whilst working in partnership with our clients
and maintaining a strong relationship throughout the world.
Currency risk
The Group’s presentational currency is US Dollars, the Group has exposure to currencies of other countries in
which it trades. Appropriate steps are taken to cover this risk and wherever practicable, the Group matches
payments and receipts in the same currency.
Credit risk
The Group’s credit risk is primarily attributable to its trade debtors and cash at bank (third party). Credit risk is
managed by running credit checks on new customers and reviewing existing customers’ payments against
contractual agreements.
Employee & Contractor Retention
The Group depends upon its ability to attract and retain temporary personnel who possess the skills and experience
necessary to meet the staffing requirements of its clients. Similarly, the Group is dependent on attracting and
retaining skilled permanent staff for its operations globally. Due to a shortage of talented personnel in certain
sectors and intense competition for hiring skilled individuals, providing suitably qualified temporary personnel to
clients is a challenge. The Group has employee, contractor and client satisfaction as its highest priority and is
always striving to improve on the NPS scores as a major recruitment channel for the Group is referrals from satisfied
stakeholders.
Information Technology & Data Security
The Group relies on IT-systems to manage temporary personnel, the provision of its services to the clients, its
finance and accounting systems and other material functions. Failure of these systems could have an adverse
impact on the Group’s results of operations. Additionally, key IT-related risks include failure of the IT infrastructure,
leading to loss of service or leakage of confidential business information and/or personal data protected by data
privacy (GDPR as an example). Failure of the Groups IT-systems, which could lead to data leakage, could be
caused by technical and/or human error, or could result from internal or external criminal acts (such as hacking),
and could result in damage claims against the Group raised by job candidates, employees and/or clients, loss of
reputation and fines issued by public authorities. This is a high priority for the Group and something that the Group
has invested considerably in over the last couple of years including LMS training for employees and ensuring we
have a well-protected IT infrastructure in place including cyber security systems.
Compliance with Laws & Regulations
The global HR services sector is subject to complex laws and regulations, which vary from country to country and
are subject to change. These laws and regulations may restrict the Group’s freedom to do business, increase the
costs of doing business in these countries and/or may reduce the Group’s overall profitability, respectively. New or
more stringent laws and regulations may be introduced in the future and the introduction of new laws or regulations
and/or the Group’s failure to comply with existing or new laws or regulations may harm the Group’s current
business, future prospects, financial condition and results of operations. The Group mitigates this risk by having
people on the ground as well as third party advisors assisting with ensuring compliance in all jurisdictions the Group
operates.
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
4
Principal Risks and uncertainties (continued)
Liquidity and Solvency Risk
To ensure that sufficient funds are available for on-going operations and future developments, the Group uses a
mixture of short-term and medium-term credit facilities which can be drawn upon on demand when needed.
Liquidity risk for the Group is the Group’s ability to meet payment obligations as they mature. The main obligations
being payroll to employees as well as statutory payments such as direct and indirect taxes. To meet these
obligations, the group has a treasury team overseeing cash and liquidity management as well as credit teams
focusing on collections of outstanding receivables. The group monitors Days Sales Outstanding (DSO) closely and
have strict contracting policies for payment terms. In addition, the Group has credit facilities allowing the Group to
borrow using outstanding receivables as collateral when needed.
The Board closely monitors the amount of draw down on facilities, particularly with respect to complying with all
covenant restrictions. The liquidity risk of each group entity is managed centrally by the group treasury function.
Where facilities of group entities need to be increased, approval must be sought from the Board.
The Group acknowledges that it faces interest rate risk, however with the level of debt sustained and the interest
rates the Group could potentially face, the risk is adequately covered through the operating performance that the
Board will continue to monitor.
Emerging Risks
The Directors believe that Airswift is well positioned to grow, meet the needs of our customers and to service new
projects. During the year, market uncertainty has increased mainly due to the ongoing conflict in Ukraine and
increasing interest rates due to high inflation. Monetary policy, supply chain issues, energy and workforce shortages
and shifting demands are all factors contributing to inflation. The Directors acknowledge that these issues represent
some additional risks for the business, mainly through increased interest rates and subsequently increased financial
costs.
The Directors are of the opinion that the services Airswift provides are critical to resolving these issues being a key
provider of STEM talent to the Energy sector. Higher inflation should result in higher wages for contractors which
would increase the groups revenues and offset the increased funding costs.
The geopolitical situation in Russia remains uncertain. The Group has no operations in the Ukraine and has
divested its operations in Russia in response to the conflict.
Results and dividends
The consolidated results for the year and financial position of the group are as shown in the attached financial
statements and a detailed review is set out in the strategic report.
Dividends were paid, to a local partner and not by the Company, during the period totalling $127k (2021 - $149k),
no dividends were declared during the period.
Financial instruments (see also note 19)
The group’s operations are financed by a mixture of retained profits and invoice discounting facilities for ongoing
working capital and a short-term treasury loan facility. In June 2021 the Group secured long term debt financing
via a senior secured tradeable bond of $165m which matures in May 2025. In addition, various financial instruments
such as trade debtors and trade creditors arise directly from the group’s operations.
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
5
Going Concern
As at 31 December 2022 the Group had net assets of $158.4m (2021: $157.8m) and net current assets of $84.0m
(2021 $76.9m). The directors believe that the worst of the Covid-19 pandemic is behind us. During the height of
the pandemic, the Group adapted well to working from home which has had no noticeable impact on productivity.
As such, the Group is now operating a hybrid working week. The Directors continue to monitor the situation with a
commitment to adhere to local guidelines. The Group have in place appropriate protocols to safeguard the health
and wellbeing of its stakeholders as well as guaranteeing business continuity.
Following the refinancing of the of group’s credit facilities with the issuance of the Nordic bond and the new invoice
discounting facility with JP Morgan in 2021, we have considered a range of scenarios to stress test our cash flows.
As a result of this review the Directors are confident that the business has sufficient resources to operate for a
period of at least 12 months from the date of approval of these financial statements and that it is appropriate for
the financial statements to be prepared on a going concern basis.
For further details of the stress testing carried out please refer to the Going Concern section of Note 2 – Significant
Accounting policies.
Future Developments
The number of contractors in the group grew by 3% from January to December 2022. This growth has continued
into 2023 and the Group expects it to continue for the 12 month period. The Group has sufficient liquidity through
its cash position and invoice discounting facilities to support this growth going ‘forward as well as ensuring
compliance with the terms and conditions of the Nordic Bond.
Risk Management
The Group is ISO 9001:2015 certified and has a robust set of internal governance policies. As a part of the Group’s
Learning Management System (LMS) and onboarding, every new employee must complete governance training.
This includes reading and signing the Group’s internal policies regarding Anti-Bribery and Corruption and code of
conduct. The Group has an annual compliance certification, and constantly updates the LMS portal with new
training. The Group has several governing boards, from Board of Directors to the executive team (CEO, CFO and
SVPS) to operating board (VP level) ensuring the right level of involvement, responsibility and accountability in
decision making. Quarterly compliance steerco meetings covering HSE, Tax, IT, Finance and market risk
evaluations are held to ensure compliance on all key areas of risk.
Non-underlying Items
Non-underlying items relate to material non-underlying items and as such do not form part of the underlying results.
The Group incurred $5.2m (2021: $5.5m) of net non-underlying items in the period. Non-underlying items are items
considered non-recurring, irregular and one-off in nature. Refer to APM section for more details around the items
considered non-underlying by management.
Post Statement of Financial position Events
There were no post balance sheet events that require disclosure or adjustment to these financial statements.
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
6
Directors’ Indemnity Provisions
During the year and to the date of these accounts, the Company had in force an indemnity provision in favour of
all directors and officers of the Company and it’s subs against liability in respect of proceedings brought by third
parties. The policy covers Management Liability, Company Reimbursement and Company Liability.
Working Environment
To meet the Group’s strategic objectives, it is critical that the Group can attract and retain high calibre employees.
We engage with our workforce so that we can understand and address areas where we need to improve. The
Group is committed to improving employee engagement, measuring their views annually, and taking action to
improve the perception of the Group by employees. Staff engagement is measured formally via the Employee
Engagement Survey. The results are shared with employees along with actions to be taken by the Group in
response to feedback. Employees are also kept informed through continued communications of the Group’s
performance, development and progress.
We have a culture that is rich with opportunities for development, enabling our staff to build a long-term and fulfilling
career with us. We view people are individuals, each with their own unique professional aspirations and learning
style. Our Learning and Development Team facilitate training not only in person but also online through a learning
management system.
We actively encourage diversity in the workplace and have a wide and varied colleague base with a variety of social
and ethnic groups represented at all levels of the business. We believe that breaking down the barriers that have
traditionally restricted access to the labour market will encourage job opportunities for all. We see it as our
responsibility both to understand and to address the root causes of gender pay gaps. Within this in mind, we work
hard to help our clients and suppliers achieve their diversity objectives.
The Group is committed to providing all our colleagues with a work environment free of discrimination related to
sex, race, colour, orientation, religion, age, ethnicity, national origin, disability or any other inappropriate basis.
Applications for employment by people with disabilities are considered, like all others, bearing in mind the aptitudes
of the candidate concerned. In the event of members of staff becoming disabled, every effort is made to ensure
that their employment within the Group continues and that appropriate adjustments are made. It is our policy that
the training, career development and promotion of people with disabilities should, as far as possible, be the same
as for all other colleagues.
The Group is focused on empowering our people as one of the strategic priorities and continually look for ways to:
• Support a representative workforce in terms of diversity, equity and inclusion (DE&I) – 89 % of employees have
received DE&I training in 2022. The Group is committed to promoting equal opportunities in employment.
regardless of age, disability, gender reassignment, marital or civil partner status, pregnancy or maternity, race,
colour, nationality, ethnic or national origin, religion or belief, sex or sexual orientation.
• Support employee wellness at every stage of their careers - We issue a full health and safety policy to all new
starters at Airswift, as part of the induction and onboarding process. To enhance the safe and supportive at-work
environment, every Airswift employee has access to mental health first aid in addition to standard Employee
Assistance program.
• Develop ways for our dispersed workforce to create meaningful careers with us
• Empower our global teams to engage with their local communities
During 2022 there were a total of 4 recorded incidents. All 4 incidents resulted in medical treatment. Equipment
used caused 2 incidents. Fall from height and car accident caused one incident each.
Absence due to sickness during 2022 was 0.8%.
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
7
Environmental impact
As an international organization, our business can have an adverse impact on the environment, and so we are
committed to finding ways that we can reduce any impact. As the Group’s principal activity is the provision of
Global Workforce Solutions the main impacts are through travel and waste.
Travel – The Group encourages alternative ways to get to and from work, such as cycling, carpooling or using
public transport where feasible. All business travel is pre-approved by management and is permitted only when
there is a clear need. The Group actively promotes communication and collaboration technologies that help
minimize travel needs.
Waste – The Group utilizes licensed and appropriate organizations to dispose of waste from our serviced offices
around the world. Employees are encouraged to recycle by providing access to recycling bins in offices and the
Group seeks opportunities to recycle equipment and re-use consumables wherever possible. The Group is
committed to reduce paper consumption by encouraging double-sided printing when possible and printing only
when necessary.
Streamlined Energy and Carbon Reporting (SECR)
The SECR framework is a mandatory UK-wide energy and carbon reporting scheme. The reporting requirements
are designed to:
• increase internal awareness of energy usage and cost;
• drive adoption of energy efficiency measures;
• standardise external reporting; and
• provide greater transparency for stakeholders on energy efficiency and emissions.
From 1 April 2019 all large UK organisations are required to make an annual public disclosure within their Directors’
Report and Accounts of their UK energy use and carbon emissions. Of the UK registered companies within the
Airswift Group, Air Resources Limited is classed as a large company.
Energy efficiency measures
During the financial period the business has set up the Airswift Sustainability Group. The purpose of the initiative
is to recognise the growing importance of sustainability. The mission of the Sustainability Group is to combine the
healthy portfolio of sustainable activities in place around the world as well as identifying new goals and create and
evolving culture of sustainability throughout the Group. Airswift published its first ESG report in 2022 which can be
found on the Groups webpage. The report outlines some of the key initiatives the Group has undertaken to ensure
sustainability is a key part of the Group’s strategy going forward, including a Carbon Offsetting program (as
described earlier in the report), reducing paper consumption and travel.
As well as ethical fulfilment it is widely recognised that companies authentically adopting a sustainable approach
are increasingly benefiting from a range of advantages including brand improvement, stronger client relationships
and employee retention. Most of the clients we supply to are actively moving towards ethical supply chains,
therefore our objectives are aligned with theirs and the global business climate.
Methodology
A carbon footprint provides a quantitative assessment of the Greenhouse gas emissions from an organisation's
business activities. On calculation of a carbon footprint an organisation can begin to identify opportunities for
emission reductions.
The carbon footprint is calculated in accordance with the Environmental Reporting Guidelines: Including
streamlined energy and carbon reporting guidance. Activity data has been converted into carbon emissions using
the published UK Government GHG Conversion Factors for Company reporting. The SECR requirements are that
Scope 1 (direct) emissions and Scope 2 (Indirect) emissions are disclosed. The business does not generate any
Scope 1 emissions and therefore only Scope 2 and Scope 3 emissions have been calculated. The results below
are representative of Air Resources Limited only.
Airswift Global AS
Directors’ Report
for the period ended 31 December 2022
8
Energy usage
The annual quantity of emissions in tonnes of carbon dioxide equivalent (CO2e) resulting from the total UK energy
use from:
• Gas (Scope 1) – Nil (2021: nil)
• Electricity (Scope 2) – 27,738 kg CO2e (2021: 25,461 kg CO2e)
• Transport (Scope 3) – 3,311 kg CO2e (2021: 221kg CO2e)
• Total energy use –143,437 kWh (2021: 110,157 kWh)
Energy efficiency action
We have added specific commitments to our carbon offsetting programs. From 2021, we committed to offsetting
carbon emissions from all corporate travel and publishing the results within our annual ESG reports. Our Head of
Sustainability will work with specialists to offset the carbon emitted from flights and report to the CEO. As part of
this effort, we are implementing a brand-new initiative to plant a tree for every single placement we make with our
partner, Our Forest. This will ensure a truly global distribution of tree planting initiatives to reflect the footprint of
our business. In Q1 2022, we will be planting 25,000 trees in environmentally challenged hotspots worldwide to
offset our travel-related carbon emissions.
Intensity measurement
Carbon emissions are measured as tonnes CO2e per number of employees. Most emissions are generated through
activities relating to employee usage e.g. office electricity. The measurement for the period was:
• Tonnes of CO2e per full time equivalents: 0.199t CO2e/ employee (2021: 0.196t CO2e/ employee)
Corporate social responsibility
The group’s ethos of putting people first underpins everything we do, especially our corporate social responsibility.
Being a global company that provides Global Workforce solutions we prioritize finding strategic ways to empower
people to build the lives, careers and communities they want. In 2023 we published our second annual ESG report
highlighting the work we have done in the Airswift Group, our achievements and goals for the future. The report
covers disclosure requirements in the Norwegian accounting act 3-3c) and it can be downloaded from the Airswift
website.
Corporate Governance
The Group submits in accordance with the Accounting Act 3-3b) a statement of the principles and practices of
corporate governance. See separate statement on page 9.
Auditor
All the current Directors have taken all the steps that they ought to have taken to make themselves aware of any
information needed by the company's auditors for the purposes of their audit and to establish that the auditors are
aware of that information. The Directors are not aware of any relevant audit information of which the auditors are
unaware.
BDO AS have expressed their willingness to continue in office and a resolution to re‑appoint them will be proposed
at the annual general meeting.
By order of the Board
27 of April 2023
Morten Kiran Viksøy Matthew Gordon Harrison
Chairman Board member
Airswift Global AS
Corporate Governance Statement
for the period ended 31 December 2022
9
Statement of compliance
Corporate governance in the Group and Airswift Global AS consist of the values, guidelines, and policies that
govern how the Group is managed and controlled to make sure that interests of all stakeholders are taken into
account.
The Group submits in accordance with the Accounting Act § 3-3b a statement of the principles and practices of
corporate governance. The Group has comprehensive Corporate Governance in place, and will in the following
comment on how the principles and practices comply with both the Accounting Act § 3-3b and The Norwegian
Code of Practice for Corporate Governance (NUES)
Accounting Act § 3-3b, 2nd paragraph
1. Principles and practices for corporate governance in the group complies with Accounting Act § 3-3b and The
Norwegian Code of Practice for Corporate Governance issued by The Norwegian Corporate Governance Boards
(NCGB), relevant to the manpower and staffing industry.
2. The recommendation for corporate governance is available at nues.no and the accounting act can be found at
lovdata.no.
3. Any deviations of compliance with The Norwegian Code of Practice for Corporate Governance are commented
in corporate governance below.
4. Reference is made to point 10 under The Norwegian Code of Practice for Corporate Governance, and corporate
governance below for a description of internal control and risk management related to the financial reporting
process.
5. Reference is made to point 6 under The Norwegian Code of Practice for Corporate Governance, and to corporate
governance below for a description of compliance.
6. See points 6, 7, 8 and 9 under The Norwegian Code of Practice for Corporate Governance, and corporate
governance below.
7. See the explanation of section 8 of the recommendation below.
8. See point 3 under The Norwegian Code of Practice for Corporate Governance below
9. Reference is made to point 16. below
The Norwegian Code of Practice for Corporate Governance
The description below explains how the 15 points in The Norwegian Code of Practice for Corporate Governance
of 14 October 2021 have been followed up in the Group.
The Norwegian Code of Practice for Corporate Governance, published by the Norwegian Corporate Governance
Board (NCBG), is available at www.nues.no.
1. Statement of corporate governance
Airswift Global AS and the Group adheres to the Norwegian Code of Practice for Corporate Governance and
complies with its recommendations that are relevant to a company in the manpower and staffing industry. There
are no significant deviations between the recommendation and the corporate governance applied to the group. The
group has prepared its own guidelines for social responsibility and wants to use the company’s overall knowledge
and resources to contribute to sustainable development for the society we are a part of. The group shall take
financial, social, and environmental responsibility by operating profitably, ethically, and sustainably in a long-term
perspective.
Airswift Global AS
Corporate Governance Statement
for the period ended 31 December 2022
10
The Group’s Code of Business Ethics was last revised in 2024 and the Anti-Bribery and Corruption Procedure
(ABC) in 2022 and it forms a framework for behavior and attitudes in accordance with the norms, rules and laws
set by the authorities, by the society, and between the individual employees. The ethical guidelines apply to all
employees in the group, including temporary staff and hired consultants. The group’s operations depend on trust
from customers, local communities and public authorities, and the ethical guidelines are based on the Group’s core
values.
Deviation from section 1 of the recommendation: None
2. Business
Airswift Global AS a holding company and its purpose is to invest in and own shares in its subsidiary, financial
instruments and interests in other companies within the group, and other activities naturally related to that.
Airswift Global AS is wholly-owned (100%) by Airswift Global Limited, which is wholly owned (100%) by Reiten &
Co Capital Partners VII L.P. (UK), Competentia Holding AS (Norway), Swift Worldwide Resources Holdco Limited
(UK), Air Energi Newco Limited (UK) which in turn is owned founders, management, employees, former employees
as well as various institutional investors through the holdings of the two private equity funds managed by Reiten &
Co and Wellspring Capital.
The Company's board of directors comprise of two board members and no employees are employed in Airswift
Global AS. The Company Airswift Global AS is not an operative entity and has therefore not established a separate
management team. The Group's operations are thereby carried out through the Company's operating subsidiaries.
Airswift Group is a professional workforce solutions partner providing STEM talent to the energy industry as well
as adjacent industries with high STEM demand.
Airswift Global AS elects its board members on the general meeting.
Deviation from section 2 of the recommendation: None
3. Equity and dividends
Total assets at the end of the year was USD 530 million and the equity ratio was 30%.
No dividend is proposed for 2022.
Deviation from section 3 of the recommendation: None
4. Equal treatment of shareholders
Airswift Global AS is wholly owned by Airswift Global Limited and the Board of Airswift Global AS emphasizes that
all shareholders must be treated equally and have the same opportunity for influence. The Company’s board of
directors comprise of two board members and no employees are employed in the Company.
Deviation from section 4 of the recommendation: None
5. Shares and negotiability
Airswift Global AS shares are not listed on a stock exchange and all of the Group’s subsidiaries are wholly owned
unless local content requirements limit the Groups ownership in which case shareholder agreements govern the
control. There are no limitations on the shares on their ability to own, transfer or vote: Articles of Association
specifically states the following:
Acquisition of shares is not subject to approval from the company ct. the Norwegian Companies Act (No.
aksjeloven) section 4-15 second paragraph. The shareholders do not have pre-emption rights by transfer of shares,
ct. the Norwegian Companies Act section 4-15 third paragraph.
Deviation from section 5 of the recommendation: None
Airswift Global AS
Corporate Governance Statement
for the period ended 31 December 2022
11
6. General meetings
The board of directors ensure that the company’s shareholders can participate in the general meeting. The
resolutions and supporting information distributed are sufficiently detailed, comprehensive, and specific to allow
shareholders to form a view on all matters to be considered at the meeting. Deadline for shareholders to give notice
of their intention to attend the meeting is set as close to the date of the meeting as possible. The members of the
board of directors and the chairman of the nomination committee attend the general meeting. The general meeting
can elect an independent chairman for the general meeting.
Deviation from section 6 of the recommendation: None
7. Nomination committee
The Company’s board of directors comprise of only two board member and there is no need for a nomination
committee in Airswift Global AS.
Deviation from section 7 of the recommendation: None
8. Board of directors: composition and independence
The board consists of two board members elected by the General Meeting.
Deviation from section 8 of the recommendation: None
9. The work of the board of directors
The board of Airswift Global AS direct parent company Airswift Global Limited has an annual plan for its work with
special emphasis on goals, strategy and business plans. The board has the overall responsibility for the
management and organization of the company in accordance with laws, regulations, articles of association and
resolutions passed at the general meeting. The board receives periodic reporting of profit development, market
development, management, personnel and organizational development and development in the risk picture and
risk exposure for the company. The board's responsibilities and tasks are reviewed annually, and the board's work
follows an established work plan and instructions.
The board conducts an annual self-evaluation of its work with a view to working methods, case processing, meeting
structure and prioritization of tasks. The requirements for composition and competence are met. In 2022, one
ordinary board meetings were held. The attendance percentage in 2022 was 100%. There is a D&O insurance in
place for Airswift Global Limited which also cover all subsidiaries including Airswift Global AS.
Airswift Global AS is a company of public interest as per the accounting act in Norway §1-2, but has less then 250
employees and a revenue less than 350 NOK million and are as such not required to have a Audit committee as
per Public Limited Liabilities Act in Norway §6-41 (2). Regardless of this and in accordance with NUES
recommendation, the Company has still chosen to establish a Audit Committee based on Public Limited Liabilities
Act in Norway §6-41 (3) establishing a Audit Committee in Airswift Global Limited which satisfies all the
requirements of an Audit Committee.
Deviation from section 9 of the recommendation: None
10. Risk management and internal control
Risk management in the group shall support the company's strategic development and goal achievement as well
as ensure financial stability and sound management. The company's overall goals and strategic choices are
determined through regular strategy processes. The board of Airswift Global AS is responsible for ensuring that
the group has capital that is prudent based on adopted risk profile and regulatory requirements. The board of
Airswift Group (Airswift Global Limiteds Board) sets the overall objectives such as risk profile and return target.
The Group board also determines the overall framework, authorizations and guidelines for risk management in the
Group. The Group board reviews the group's development on a quarterly basis (or as required) within the most
important risk areas in relation to adopted policies, frameworks and target figures, and conducts an annual review
of internal control. The HSEQ department is organized independently of the business units and reports to the CEO.
Airswift Global AS
Corporate Governance Statement
for the period ended 31 December 2022
12
The department is responsible for independent risk assessment, risk reporting and the overall risk monitoring in
the group and reports periodically to the board on developments in the risk picture.
The company's Board and the Groups management is responsible for establishing and maintaining sound internal
control related to the group's financial reporting. The internal control related to financial reporting in the group is a
process that under the supervision of the Group CFO, and the Group CFO provides reasonable assurance for
reliable financial reporting and preparation of the group's quarterly and annual accounts in accordance with IFRS
as adopted by the EU to Group CEO and the Group board. The accounting principles applied by the Group are
also in accordance with IFRS as issued by the International Accounting Standards Boards (IASB). The company's
finance department prepares financial reporting for the group. The department ensures that the reporting takes
place in accordance with current legislation, accounting standards and the Group's accounting principles. The
department has established processes that ensure that the accounting reporting is quality assured and that any
errors and deficiencies are followed up and corrected on an ongoing basis. For all financial reporting, several control
measures have been established to ensure correct, valid, and complete reporting. In addition, detailed
reconciliation controls are performed daily and monthly.
Deviation from section 10 of the recommendation: None
11. Remuneration of the board of directors
No remuneration has been paid to the two members of the board in 2022.
Deviation from section 11 of the recommendation: None
12. Remuneration of executive personnel
No remuneration has been paid to senior executives in 2022 as there are no employees in Airswift Global AS. For
the Group remuneration we refer to the notes in the Groups annual accounts.
Deviation from section 12 of the recommendation: None
13. Information and communications
Airswift Global AS emphasis strongly on correct, relevant and timely information about the company's development
and results to create confidence in the investor market. Information to the market is disseminated through investor
presentations, websites on the Internet, press releases and financial reports issued through the Nordic Trustee
Portal and Euronext publishing service. Regular presentations are held with investors, banks and other partners.
Deviation from section 13 of the recommendation: None
14. Take-overs
In a bid situation, the company’s board of directors and management have an independent responsibility to help
ensure that shareholders are treated equally, and that the company’s business activities are not disrupted
unnecessarily. The board has a particular responsibility to ensure that shareholders are given sufficient information
and time to form a view of the offer.
Deviation from section 14 of the recommendation: None
15. Auditor
The external auditor is elected by the general meeting. BDO was the Group’s external auditor in 2022. The external
auditor participates in board meetings where the annual accounts are on the agenda, and issues the statutory
confirmation of the financial information provided by the group. The board informs the general meeting of the
auditor's remuneration in a meeting. The external auditor has not performed significant consulting assignments for
the Group. Specified auditor's fees for financial auditing and services other than auditing are stated in the note to
the annual accounts.
Deviation from section 15 of the recommendation: None
Airswift Global AS
Corporate Governance Statement
for the period ended 31 December 2022
13
16. Equality, diversity and inclusion
The SVP of People and Culture is ultimately responsible for DE&I, wellness and people development at Airswift.
She is supported by the People and Culture Manager.
The HR Team is supported by a DE&I committee, which is made up of representative employees from across the
organization, who meet on a quarterly basis. It drives different campaigns in areas of awareness, provides feedback
to the HR Team and plays a vital role in communicating measures throughout our organization. Airswift is a
signatory to the CEO Action for Diversity and Inclusion scheme.
Specific goals around good health and wellbeing, gender equality and reduced inequality are implemented and
measured throughout the organisation and DE&I training is rolled out across the organization.
More information and status of Airswift’s work on DE&I can be found in our annual ESG report which is published
on Airswift’s homepage.
27 of April 2023
Morten Kiran Viksøy Matthew Gordon Harrison
Chairman Board member
Airswift Global AS
Responsibility Statement from the Board of Directors
for the period ended 31 December 2022
14
Responsibility Statement
The Board of Directors confirm that to the best of our knowledge the financial statements as of 31 December 2022,
which have been prepared in accordance with IFRS as adopted by the European Union and, provides a true and
fair view on the Group’s consolidated assets, liabilities, financial position and result.
We also confirm, to the best of our knowledge that the Board of Directors’ report includes a true and fair overview
of the development, performance and financial position of the Group, together with a description of the principal
risks and uncertainties the Group face.
27 of April 2023
Morten Kiran Viksøy Matthew Gordon Harrison
Chairman Board member
Airswift Global AS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
as at 31 December 2022
15
(restated*)
Notes
2022
2021
$’000
$’000
3
1,134,387
916,274
(940,067)
(761,524)
(58,080)
(45,227)
________
________
136,240
109,523
6
(56,225)
(49,862)
4
(2,322)
(1,884)
5
(27,491)
(22,550)
________
________
50,202
35,227
4
(4,309)
(4,815)
4
(11,930)
(11,157)
________
________
33,963
19,255
8
(22,436)
(24,149)
________
________
11,527
(4,894)
9
(6,869)
(8,784)
________
________
4,658
(13,678)
________
________
(restated*)
Notes
2022
2021
$’000
$’000
4,658
(13,678)
(4,011)
(1,390)
________
________
(4,011)
(1,390)
________
________
647
(15,068)
________
________
Airswift Global AS
Consolidated Statement of Financial Position
as at 31 December 2022
16
Notes
2022
2021
(restated*)
$’000
$’000
11
242,304
253,150
12
2,418
2,284
13
7,539
6,794
10
6,060
3,642
________
________
258,321
265,870
________
________
15
244,215
204,599
-
697
21
27,490
28,898
________
________
271,705
234,194
________
________
530,026
500,064
________
________
16
(103,067)
(94,471)
(2,030)
-
13
(3,518)
(2,182)
17
(75,741)
(56,929)
20
(3,334)
(3,665)
________
________
(187,690)
(157,247)
84,015
76,947
________
________
17
(161,417)
(160,415)
13
(4,646)
(5,121)
10
(17,921)
(19,449)
________
________
(183,984)
(184,985)
________
________
342,336
342,817
________
________
(371,674)
(342,232)
________
________
158,352
157,832
________
________
* See note 28 for details
Airswift Global AS
Consolidated Statement of Financial Position
as at 31 December 2022
17
Notes
2022
2021
(restated*)
$’000
$’000
22
13
13
181,091
181,091
(12,017)
(16,548)
(10,735)
(6,724)
________
________
158,352
157,832
________
________
* See note 28 for details
The financial statements on pages 15 to 75 were approved and authorised for issue by the Board of Directors on
27 of April 2023 and were signed on its behalf by:
Morten Kiran Viksøy Matthew Gordon Harrison
Chairman Board member
Notes 1 to 28 form part of these financial statements.
Airswift Global AS
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
18
Notes
2022
2021
(restated*)
$’000
$’000
11,527
(4,894)
-
5,360
-
2,112
11,930
11,157
636
528
3,673
4,287
17
35
(42)
(677)
22,436
22,037
(42,290)
(44,540)
2,864
3,064
________
________
10,751
(1,531)
________
________
(4,349)
(8,052)
________
________
6,402
(9,583)
-
(5,360)
(842)
(507)
(1,345)
(1,009)
-
6,443
-
(3,757)
________
________
(2,187)
(4,190)
-
(2,112)
-
(10)
(544,061)
(594,399)
563,389
625,686
-
(10,619)
(19,735)
(21,986)
(127)
(149)
(723)
-
-
165,000
-
(7,093)
-
(123,742)
(3,520)
(3,874)
(846)
(794)
________
________
21
(5,623)
25,908
(1,408)
12,135
21
28,898
16,763
________
________
21
27,490
28,898
________
________
Airswift Global AS
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
19
Share
Capital
Share
premium
Other
equity
Foreign
Exchange
reserve
Total
$’000
$’000
$’000
$’000
$’000
Balance as at 1 January 2022
13
181,091
(16,548)
(6,724)
157,832
Profit for the period
-
-
4,658
-
4,658
Exchange difference on translating
foreign operations
-
-
-
(4,011)
(4,011)
Total comprehensive income/
(expense) for the year
-
-
4,658
(4,011)
647
Dividends paid
-
-
(127)
-
(127)
Balance as at 31 December 2022
13
181,091
(12,017)
(10,735)
158,352
(restated*)
Share
Capital
Share
premium
Other
equity
Foreign
Exchange
reserve
Total
$’000
$’000
$’000
$’000
$’000
Balance as at 1 January 2021
-
-
101,582
(5,334)
96,248
Loss for the period
-
-
(13,678)
-
(13,678)
Exchange difference on translating
foreign operations
-
-
-
(1,390)
(1,390)
Total comprehensive expense for
the period
-
-
(13,678)
(1,390)
(15,068)
Group reorganization and
Competentia acquisition
10
181,088
(104,303)
-
76,794
Establishment of Airswift Global AS
4
4
-
-
7
Dividends paid
-
-
(149)
-
(149)
Balance as at 31 December 2021
13
181,091
(16,548)
(6,724)
157,832
* Opening equity as at 1 January 2021, the loss for the period and the exchange difference on translating foreign
operations year ended 31 December 2021 have been restated, see note 28 for details.
Notes 1 to 28 form part of these financial statements.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022
20
1 General Information
Airswift Global AS is a private Company limited by shares, incorporated on 26 April 2021 in Norway. The nature of
the Group's operations and its principal activities are set out in the Directors' report. These financial statements are
presented in dollars because that is the currency of the primary economic environment in which the Group operates.
All values are rounded to the nearest thousand dollars ($’000) except where otherwise indicated. Foreign
operations are included in accordance with the policies set out below in note 2.
2 Significant accounting policies
The principal accounting policies adopted are set out below.
Basis of preparation
The consolidated financial statements have been prepared in accordance with international Financial Reporting
Standards (IFRS) which have been adopted by the EU and are mandatory for financial years beginning on or after
1 January 2021 and disclosure requirements listed in the Norwegian Accounting Act as of 31.12.2022. The
accounting policies have been applied consistently by the Group.
The financial statements have been prepared on the historical cost basis. The main accounting policies applied in
the preparation of these financial statements are described below including disclosure for significant judgments
and estimates in preparing the consolidated financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these financial statements.
Basis of consolidation
The consolidated financial statements incorporate the results of Airswift Global AS and its subsidiary undertakings
as at 31 December 2022 and 31 December 2021 excluding all inter-company transactions. The Group financial
statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31
December each period.
Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee
if all three of the following elements are present: power over the investee, exposure to variable returns from the
investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed
whenever facts and circumstances indicate that there may be a change in any of these elements of control.
In the statement of financial position, the acquiree's identifiable assets, and liabilities and contingent liabilities are
initially recognised at their fair values 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 on which control ceases.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
21
2 Significant accounting policies (continued)
Group reorganisation
On 17 June 2021, through a share for share exchange, Airswift Global Limited acquired the entire share capital of
Airswift Holdings Limited and Airswift Global AS. The transactions ultimately resulted in Airswift Holdings Limited
becoming a wholly owned subsidiary of Airswift Global Limited through its fully owned subsidiary Airswift Global
AS. The previous shareholders of Airswift Holdings Limited acquired a controlling in Airswift Global AS, through
ownership of Airswift Global Limited and the transaction has therefore been accounted for using the principles of
the book value method. The parent entity of Airswift Holdings Limited is Airswift Global AS. The ultimate parent
entity is Airswift Global Limited.
To reflect the substance of the reorganization, these consolidated financial statements represent a continuation of
the consolidated statements of Airswift Holdings Limited and its subsidiaries and include for 2021:
• the assets and liabilities of Airswift Holdings Limited and its subsidiaries at their pre-acquisition carrying amounts
and the results for both periods;
• the assets and liabilities of Airswift Global Limited at 17th June 2021 and its results from the date of the
reorganisation; and
• equity is the combined assets less liabilities for Airswift Holdings Limited and Airswift Global Limited for the periods
mentioned above
This is not a business combination under IFRS3 therefore there is no goodwill created and the difference between
the nominal value of the share issued by Airswift Global AS and the Airswift Holdings Limited balances recognised,
is adjusted to other equity. Refer to section of Changes in Equity for the Group and the Company for more
information.
As a part of the reorganisation and due to the refinancing with the Nordic Bond in 2021, the Group also incorporated
Airswift Global AS as the issuer of the bond. The proceeds from the Bond issuance of $165m went to repayment
of existing debt and general corporate purposes including financing the Competentia acquisition. With the exception
of the Nordic Bond, there was no material changes to the operations, interests or activities of the Group resulting
from the reorganisation.
A new ultimate beneficial shareholder (Competentia Holding AS) along with the existing ultimate beneficial owners
was added during 2021 through the issuance of new shares in Airswift Global Limited as a consideration for the
Competentia AS shares. We refer to the Business overview section for further information around the
reorganisation of the parent company.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
22
2 Significant accounting policies (continued)
Going concern
As at 31 December 2022 the Group had net assets of $158.4m (2021: $157.8m) and net current assets of $85.2m
(2021: $76.9m). The directors believe that the worst of the Covid-19 pandemic is behind us. During the height of
the pandemic, the Group adapted well to working from home which has had no noticeable impact on productivity.
As such, the Group is now operating a hybrid working week. The Directors continue to monitor the situation with a
commitment to adhere to local guidelines. The Group have in place appropriate protocols to safeguard the health
and wellbeing of its stakeholders as well as guaranteeing business continuity.
Following the refinancing of the of group’s credit facilities with the issuance of the Nordic bond and the new invoice
discounting facility with JP Morgan in 2021, we have considered a range of scenarios to stress test our cash flows.
As a result of this review the Directors are confident that the business has sufficient resources to operate for a
period of at least 12 months from the date of approval of these financial statements and that it is appropriate for
the financial statements to be prepared on a going concern basis.
The Group has significant unutilised working capital financing facilities in place and manages its day-to-day working
capital requirements through short- and medium-term credit facilities which ensures that it can meet its liabilities as
and when they fall due. The client base consists of customers with strong credit ratings further reducing risk.
The Group’s forecasts and projections after taking account of reasonably possible changes in trading performance,
along with various macro-economic factors such as the above, the directors have a reasonable expectation that
the Group can continue in operation as a going concern for the foreseeable future. The Group has considered the
impact of fluctuating oil price on the business and its need to flex in response to market demand for contractors in
the Oil & Gas industry and the business is continuing to expand into other energy, IT and STEM sectors thus
reducing the reliance on the Oil & Gas sector.
Sensitivity analysis has been performed on the budgets and forecasts, taking into account sensitivity to EBITDA
+/- 25% and cash collections (Days sales outstanding (DSO)) by 30%. The key sensitivities within the forecast are
current and future growth in trading performance and cash collections. As such, management would consider
mitigating actions to manage the growth of the business in line with the facilities that are in place, if required.
In line with FRC guidance a reverse stress test was also performed which shows that EBITDA and DSOs would
need to fall in excess of these sensitised amounts before a breach in financial covenants would occur. The directors
consider the likelihood of such a scenario to be remote. Most of the credit facilities are in place until February 2025.
The directors are confident that the Group will continue as a going concern. The Group therefore adopts a going
concern basis in preparing its financial statements.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
23
2 Significant accounting policies (continued)
Adoption of new and revised standards
a) New standards, interpretations and amendments effective from 1 January 2022
During the period the International Accounting Standards Board and International Financial Reporting
Interpretations Committee have issued the following standards, amendments, and interpretations, which are
considered relevant to the Group. Their adoption has not had any significant impact on the amounts or
disclosures reported in these financial statements.
• Onerous Contracts – Cost of Fulfilling a Contract – Amendments to IAS 37
• Annual Improvements to IFRS 2018-2020
• Reference to the Conceptual Framework – Amendments to IFRS 3
• Property, Plant and Equipment: Proceeds before intended use – Amendments to IAS 16.
b) Standards and interpretations to existing standards that are not yet effective and have not been early adopted
by the Group. The following new standards and interpretations to existing standards have been published that are
mandatory for the Group’s future accounting and which are all effective for periods starting on or after 31 December
2023 or later periods. The amendments, new standards and interpretations will be adopted in accordance with their
effective dates.
• Definition of Accounting Estimates - Amendments to IAS 8
• Classification of Liabilities as Current or Non-current – Amendments to IAS 1
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
The Group has performed an initial review on the above standards and interpretations and does not currently
expect them to have a material impact on the Group’s results.
Revenue recognition
Revenue represents amounts receivable for goods and services provided in the normal course of business, net of
trade discounts, VAT, and other sales related taxes. Revenue from the sales of services is recognised when the
Group has satisfied its performance obligations to the buyer. This criterion is met when the services are delivered
to the buyer.
Revenue from the provision of manpower resources included Direct Hire placements, Executive Search and
Temporary Worker placements.
Direct Hire is providing permanent employment services for clients, bringing on full time employees for the
companies served. There are several different types of direct hire arrangements, examples including engaged
search fee where the client engages the Group for candidate search (revenue recognized once candidate search
obligation has been met with the client), retained search fee where the fee arrangement is structured around
milestones (revenue recognized when milestone is completed) and placement fee for placing a candidate at a client
(revenue recognized at the start date of the candidate). Revenue arising from the placement of Direct Hire
candidates is recognised at the time contractual obligations are met, typically when the candidate commences
employment.
Executive search relates to recruiting services for Board and executive level appointments for the companies
served. Revenue from Executive Search is recognised when customer contractual obligations are met over the
course of an assignment, usually after providing a short list of candidates and at the completion of the assignment.
Revenue arising from temporary placements is recognised over the period that temporary workers are provided,
revenue represents the amounts billed for the services of the temporary workers, including the remuneration costs
and recoverable travel expenses of the temporary workers. Payments received in advance of revenue recognition
are recorded as deferred income.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
24
2 Significant accounting policies (continued)
Payment terms are agreed with the client through the contract signed prior to delivery of service, standard being
30 days. Dependent on service activity levels, rebates might be contractually agreed with the client. These rebates
are usually based on a percentage of revenue reimbursable once the activity threshold level is met. In such
scenarios we make provisions based on assumed revenue within the relevant period and true up as needed. There
is no cancellation or return for the Groups services other than for Direct Hire and Executive Search where the
contract might stipulate the candidate must work for at least 90 days before the fee is non-refundable. In such
circumstances the revenue is recognized as described above. The Group does not have any significant refunds
accrued on the balance sheet.
Operating segments
The Group has identified only one operating segment.
Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for
each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities
incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.
Acquisition related costs are recognised in profit or loss as incurred.
Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent
consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values
are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below).
All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are
accounted for in accordance with relevant IFRSs. Changes in the fair value of contingent consideration classified
as equity are not recognised.
The measurement period is the period from the date of acquisition to the date the Group obtains complete
information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of
one year.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the
fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of
acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any
accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least
annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.
For impairment testing, goodwill is allocated to cash-generating units and is tested for impairment annually, or more
frequently when there is an indication that it may be impaired. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to that unit and then to other assets of the unit pro-rata based on the carrying amount of
each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, associate or jointly- controlled entity, the attributable amount of goodwill is included in
the determination of the profit or loss on disposal.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
25
2 Significant accounting policies (continued)
Intangible assets - customer relationships and brands acquired through business combinations
The Group recognises an intangible in respect of customer relationships and brand. The recoverable amount of
customer relationships and brand has been arrived at by preparing value in use calculations to calculate the present
value of future cash flows based on forecasted trading profitability for the top customers at the date of acquisition.
The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and
forecasted changes to selling prices and direct costs. Management estimates discount rates using pre-tax rates
that reflect current market assessments of the time value of money and risks.
Customer relationships are amortised over a period of 5-20 years, based on the estimated average length of the
underlying relationships. Brand is amortised over 10 years being the estimated life of an established 'business to
business' brand.
Intangible assets – Intellectual Property
Intellectual property is amortised over a period of 10-20 years depending on the estimated life of the asset.
Intangible assets - computer software
The Group recognises an intangible asset in respect of computer software. An asset arising from the Group's
software development is recognised only if all the following conditions are met:
- an asset is created that can be identified;
- it is probable that the asset created will generate future economic benefits; and
- the development cost of the asset can be measured reliably.
Computer software is amortised over its useful economic life, which is estimated at three years.
Impairment of property and equipment and intangible assets excluding goodwill
At each statement of financial position date, the Group reviews the carrying amounts of its property and equipment
and intangible assets to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets,
the Group estimates the recoverable amount of each cash generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell (which are considered to be trivial) and value in
use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risk specific to the asset
for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless
the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal
of an impairment loss is recognised as income immediately.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
26
2 Significant accounting policies (continued)
Leases
At the commencement date of the lease, the Group assesses whether a contract contains a lease. A contract
contains a lease if the contract conveys the right to control or use an identified asset for a period of time in exchange
for payment. To assess whether a contract includes the right to control the use of an asset, the Group uses the
definition of a lease in IFRS 16.
The lease liability is initially measured on commencement at the present value of the lease payments that are not
made at the lease commencement date. In calculating the present value of lease payments, the Group uses the
Group's incremental borrowing rate (IBR). After the lease commencement date, the amount of lease liabilities is
increased to reflect the interest accrued on the liability and reduced for the lease payments made. The carrying
amount of lease liabilities is remeasured if there is a modification to the lease contract.
The Group has applied judgement to determine the lease term for some lease contracts in which the lease includes
renewal options or break clauses. The assessment of whether the Group is reasonably certain to exercise such
options impacts the lease term which may significantly affect the amount of lease liability and right of use assets
recognised. If circumstances come to light which leases to the Group re-assessing the probability of a lease
extension of break clause being exercised, then it adjusts the carrying amount of the lease liability to reflect the
payments to make over the revised term and which are discounted using a revised discount rate. On
remeasurement an equivalent adjustment is made to the carrying value of the right-of-use asset.
The Group has applied the exemption for low value assets and short-term lease. The Group recognises the lease
payments associated with these leases as an expense in the income statement.
Right-of-use assets
The Group recognises a right of use asset at the lease commencement date. The right of use asset is initially
measured as the same as the initial measurement of the corresponding lease liability. If the group is contractually
required to dismantle, remove or restore the leased asset then an assessment is made of dilapidation costs. Where
these costs can be reliably measured and are considered significant these costs are added into the carrying value
of the asset. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment
losses. The right of use asset is presented as a separate line in the statement of financial position.
The right of use asset is subsequently depreciated using the straight-line method over the shorter of its estimated
useful life and the lease term. The shorter is usually the lease term.
The carrying value of right-of-use assets is reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.
The Group has applied the exemption for low value assets and short-term lease. The Group recognises the lease
payments associated with these leases as an expense on a straight-line basis in the income statement.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
27
2 Significant accounting policies (continued)
Foreign currencies
The individual financial statements of each Group company are prepared in the currency of the primary economic
environment in which it operates (its functional currency).
The presentational and functional currency of Airswift Global AS and the Group’s consolidated financial
statements is US dollars.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the
transactions. At each statement of financial position date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the statement of financial position date. Non-monetary
items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the
date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated.
Exchange differences are recognised in the profit or loss in the period in which they arise except for exchange
differences on monetary items receivable from or payable to a foreign operation for which settlement is neither
planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognised
in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.
For presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are
translated at exchange rates prevailing on the statement of financial position date. Income and expense items are
translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any,
are recognised in the Group's other comprehensive income and accumulated in equity.
Borrowing costs
Directly attributable costs of a new debt instrument are capitalised and amortized over the term of the instrument.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Retirement benefit costs
The Group operates defined contribution pension schemes for a number of its staff and Directors. Payments to
defined contribution retirement benefit schemes are charged as an expense as they fall due.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
28
2 Significant accounting policies (continued)
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is
based on taxable profit for the period. Taxable profit differs from net profit as reported in the statement of profit or
loss because it excludes items of income or expense that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the statement of financial position date.
A current tax provision is recognised when the Group has a past obligation as a result of a past event, it is probable
that the Group will be required to settle that obligation and a reliable estimate can be made of the amount. In line
with IFRIC 23 the provision is estimated by the most likely amount or the expected value depending on which
method is expected to better predict the resolution of the uncertainty.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures, except where the Group can control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the
asset is realised, based on tax rates and tax laws that have been enacted or substantively enacted by the end of
the reporting period. Deferred tax is charged or credited in the statement of profit or loss, except when it relates to
items charged or credited directly to equity, in which case the deferred tax is also recognized in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is recognised on a straight-line basis, unless otherwise indicated, over the estimated useful life of the
assets, as follows;
Leasehold improvements - 15% per annum straight line
Computer equipment - 25% per annum straight line
Fixtures & Fittings - 15% per annum straight line
Motor vehicles - 33% per annum straight line
The carrying value of property and equipment is reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. The gain or loss arising on the disposal or retirement of an
asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is
recognised in income.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
29
2 Significant accounting policies (continued)
Financial instruments
Financial assets and financial liabilities are recognised in the Group's statement of financial position when the
Group becomes a party to the contractual provisions of the instrument.
Financial assets
The Group's financial assets comprise primarily cash, bank deposits, trade and other receivables that arise from
its business operations and is measured at amortized cost. Financial assets are a contractual right to receive cash
or another financial asset from another entity or to exchange financial assets or financial liabilities with another
entity under conditions that are potentially favourable to the entity.
A provision for impairment is calculated using an expected credit loss impairment model.
Under this impairment model approach under IFRS 9, it is not necessary for a credit event to have occurred before
credit losses are recognised. Instead, expected credit losses and changes in those expected credit losses are
recognized. The amount of expected credit losses is updated at each reporting date.
Impairment of financial assets
The Group recognises an allowance for expected credit losses for all debt instruments not held at fair value through
profit or loss. For trade receivables and other assets not impaired individually, the Group applies a simplified
approach in calculating expected credit losses. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss based on lifetime expected credit losses at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
Impairment provisions for current trade receivables are recognised based on the simplified approach within IFRS
9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the
probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount
of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables.
For trade receivables, which are reported net, such provisions are recorded in a separate provision account with
the loss being recognised in profit or loss. On confirmation that the trade receivable will not be collectable, the
gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a
forward looking expected credit loss model. The methodology used to determine the amount of the provision is
based on whether there has been a significant increase in credit risk since initial recognition of the financial asset.
For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve
month expected credit losses along with gross interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For
those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net
basis are recognised.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the
exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.
When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognised in profit or loss.
Cash and bank balances
Cash and bank balances comprise cash on hand and bank deposits, and other short-term highly liquid investments
that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
30
2 Significant accounting policies (continued)
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire;
or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability
for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a
transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised
borrowing for the proceeds received.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled
or they expire.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements
entered into.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting
all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue
costs.
Financial liabilities
The Group holds no financial liabilities classified as 'at FVTPL' and hence all of its financial liabilities are classified
as 'other financial liabilities'.
Other financial liabilities
Trade payables and other short-term monetary liabilities, including borrowings and bond, are initially measured at
fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using
the effective interest method, with interest expense recognised on an effective yield basis. The effective interest
method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or, where appropriate, a shorter period.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of
the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third
party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the
amount of the receivable can be measured reliably.
Government Grants
Government grants are recognised in the consolidated statement of profit or loss to correspond with the related
expenses that they are intended to compensate. Where grants are received in advance of the related expenses,
they are initially recognised in the consolidated statement of financial position under ‘Trade and other payables’ as
deferred income and released against the related expenditure when incurred.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
31
2 Significant accounting policies (continued)
Critical Accounting Estimates and Judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other factors, including expectations of future events that
are believed to be reasonable under the circumstances. In the future, actual experience may differ from these
estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Estimates and Assumptions
Goodwill impairment
The Directors believe that the business is one cash generating unit for the purpose of goodwill impairment testing.
The assessment of whether goodwill is impaired requires a determination of the value-in-use of the one cash-
generating unit and that requires estimates of the expected future cash flows of the cash-generating unit using a
reasonable discount rate. The key estimates are the growth rate and the discount rate, more details of the carrying
value and impairment review, including sensitivities, are given in note 11.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
32
3 Revenue and Segmental reporting
Management currently identifies the Group’s recruitment services as its only operating segment. The Group’s Chief
Operating Decision Maker (CODM) is the board who monitor the performance of the overall service provided which
then drives the allocation of resources where required.
All revenue for the Group arises from the provision of recruitment services – this revenue can be segmented further
into the 3 revenue sub-streams and associated gross profit however it is not possible to attribute assets or operating
expenses of the Group by these sub-segments as all three revenue streams stems from recruitment services and
as such the Group report only one segment. Turnover, loss before taxation, assets and liabilities are attributable to
the activity of hiring out and permanent placement of personnel to provide engineering services to Companies
engaged within the Oil and Gas sector.
The Group’s revenue is split into the following geographic regions (based on location of legal entity):
Restated
Recruitment
Services
Recruitment
Services
2022
2021
$’000
$’000
United Kingdom
143,583
129,079
USA
372,689
289,675
Asia Pacific
122,434
106,660
Australia
98,769
82,261
Other
396,912
308,599
________
________
1,134,387
916,274
________
________
The Group’s revenue is split into the following categories:
Restated
Recruitment
Services
Recruitment
Services
2022
2021
$’000
$’000
Temporary Workers
1,117,129
902,735
Direct Hire
14,844
10,240
Executive Search
2,414
3,299
________
________
1,134,387
916,274
________
________
The Group’s non-current assets (other than financial instruments, investments accounted for using the equity
method, deferred tax assets and post-employment benefit assets) are located into the following geographic regions:
Recruitment
Services
Recruitment
Services
2022
2021
$’000
$’000
United Kingdom
238,229
251,479
USA
10,657
5,268
Asia Pacific
6,120
6,039
Australia
1,109
815
Other
2,206
2,269
________
________
258,321
265,870
________
________
Non-current assets are allocated based on their physical location.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
33
3 Revenue and Segmental reporting (continued)
The Group’s recognised revenue include the following accruals and deferrals
Recruitment
Services
Recruitment
Services
2022
2021
$’000
$’000
Accrued Revenue
60,702
52,858
Deferred Revenue
(533)
(710)
The group has no irrevocable revenue contracts for more than 12 months.
The five largest customers account for 31 % of the revenue in 2022. One customer accounts for more than 10 %
of the revenue in 2022.
4 Operating profit
2022
2021
$’000
$’000
This is arrived at after charging:
Salary costs
56,225
49,862
Exchange losses
2,322
1,884
Other administrative expenses
27,491
22,550
Depreciation
4,309
4,815
Amortisation
11,930
11,157
________
________
5 Other administrative expenses
2022
2021
$’000
$’000
Fees payable for auditing the Group’s annual accounts
425
390
Fees payable to auditors for non-audit services
93
77
Other administrative expenses
26,973
22,083
________
________
27,491
22,550
________
________
Auditors’ total remunerations was $517k in 2022 and $467k in 2021.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
34
6 Staff Costs
2022
2021
$’000
$’000
Staff costs (including Directors) consists of:
Wages and salaries
49,532
44,391
Social security costs
4,631
3,751
Other pension costs
2,062
1,720
________
________
56,225
49,862
________
________
The average number of employees (including Directors) in the Group during the period was as follows:
Number
Number
Administration
790
680
________
________
The parent company did not have any employees.
7 Directors’ and Managing Directors Remuneration
2022
2021
$’000
$’000
Directors’ emoluments
1,377
1,028
________
________
Emoluments of the highest paid Director were:
1,004
789
________
________
Contributions in the period into the Group’s defined contribution pension scheme for Directors were $24,461 (2021:
$29,839). Contributions for the highest paid Director were $15,250 (2021: $19,500).
Managing Director’s emolument for 2022 was $1,004k and the CFO’s emolument was $219k. The Directors are
eligible for an annual bonus dependent on Group performance evaluated based on Group KPIs.
The parent company did not pay any staff or Directors’ remuneration during the period. Directors’ emoluments
were paid by other group entities and no recharge was made to the parent company.
8 Finance Costs
2022
2021
$’000
$’000
Interest on bank loans, invoice discounting and overdrafts
19,796
20,343
Other finance costs
-
2,112
Lease interest
846
794
Amortisation of finance costs
1,794
900
________
________
22,436
24,149
________
________
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
35
9 Taxation
2022
2021
$’000
$’000
Taxation on profit/ (loss) on ordinary activities
Corporation tax:
UK Tax
2,254
28
Foreign tax
4,705
4,617
Withholding tax
3,739
2,091
Adjustment in respect of prior year
186
856
________
________
Total current tax for the period
10,884
7,592
Deferred Tax
Deferred tax (credit)/ charge
(4,015)
1,192
________
________
Tax charge on profit on ordinary activities
6,869
8,784
________
________
The tax charge for the period can be reconciled to the profit.( loss) per the
statement of profit or loss as follows:
2022
2021
$’000
$’000
Profit/(Loss) on ordinary activity before tax
11,527
(4,894)
________
________
Profit/(loss) on ordinary activities at the standard rate of
corporation tax in the UK of 19% (2021 - 19.00%)
2,190
(930)
Effects of:
Fixed asset differences
(18)
2
Adjustments in respect of prior periods
(718)
433
Adjustments in respect of prior periods - deferred tax
313
201
Expenses not deductible for tax purposes
2,246
27
Deferred tax not recognised
188
1,873
Other timing differences
-
(86)
Income not taxable
(133)
-
Foreign PE Exemption
194
(497)
Withholding tax paid
3,739
2,091
Other permanent differences
(384)
(434)
Difference in tax rates and unrelieved tax losses
(208)
674
Remeasurement of deferred tax for changes in tax rates
(540)
5,430
________
________
Total tax charge for the period
6,869
8,784
________
________
An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was enacted on 24 May 2021.
This will increase the company's future current tax charge accordingly. The UK deferred tax liability at 31 December
2022 has been calculated based on these rates, reflecting the expected timing of reversal of the related temporary
differences (2021: 25%).
.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
36
9
Taxation (continued)
Estimates and assumptions
The Group is subject to income tax in several jurisdictions and judgement is required in determining the provision
for income taxes. During the ordinary course of business, there are transactions and calculations for which the
ultimate tax determination is uncertain. As a result, the Group recognises tax liabilities based on estimates of
whether additional taxes and interest will be due. These tax liabilities are recognised when, despite the Group’s
belief that its tax return positions are supportable, the Group believes that certain positions are likely to be
challenged and may not be fully sustained upon review by tax authorities. The Group believes that its accruals for
tax liabilities are adequate for all open audit periods based on its assessment of many factors including past
experience and interpretations of tax law. Deferred tax assets are recognised to the extent that it is probable that
future taxable profits will be available against which the temporary difference can be utilised. The deferred tax asset
in the US is to be recovered over a probable period of 15 years.
This assessment relies on estimates and assumptions and may involve a series of judgments about future events.
To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences
will impact income tax expense in the period in which such determination is made.
10 Deferred Tax
2022
2021
$’000
$’000
Deferred tax asset
6,060
3,642
Deferred tax liability
(17,921)
(19,449)
________
________
Net deferred tax liability
(11,861)
(15,808)
________
________
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis. The nature of the deferred income tax accounts are as follows:
2022
2021
$’000
$’000
Tax losses
15,962
13,755
Provisions and accruals
(61)
(877)
Capital allowances
644
541
Arising on intangible assets
(note 11)
(24,713)
(27,212)
Other temporary differences
(3,693)
(2,014)
________
________
Net deferred tax liability
(11,861)
(15,807)
________
________
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
37
11 Intangible assets
Goodwill
Intellectual
property
rights
Brand
Customer
Relationships
Software
Total
$’000
$’000
$’000
$’000
$’000
$’000
Cost or valuation
At 1 January 2022
146,616
3,061
33,800
134,937
780
319,194
Additions
-
-
-
-
1,345
1,345
Disposals
-
-
-
(2,005)
(2,005)
Reclass
-
(1,112)
-
-
1,112
-
Exchange differences
-
-
-
-
(522)
(522)
At 31 December 2022
146,616
1,949
33,800
134,937
710
318,012
Amortisation and impairment
At 1 January 2022
9,987
1,949
20,113
33,613
382
66,044
Provision for the period
-
-
3,380
6,520
2,030
11,930
On disposals
-
-
-
-
(2,009)
(2,009)
Exchange differences
-
-
-
-
(257)
(257)
At 31 December 2022
9,987
1,949
23,493
40,133
146
75,708
Carrying amount
At 31 December 2022
136,629
-
10,307
94,804
564
242,304
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
38
11 Intangible assets (continued)
Goodwill
Intellectual
property
rights
Brand
Customer
Relationships
Software
Total
$’000
$’000
$’000
$’000
$’000
$’000
Cost or valuation
At 1 January 2021
108,581
1,949
33,800
95,336
8,437
248,103
Additions
-
-
-
-
1,009
1,009
Acquired through business
combination
38,035
1,112
-
39,601
201
78,949
Disposals
-
-
-
-
(8,951)
(8,951)
Exchange differences
-
-
-
-
84
84
At 31 December 2021
146,616
3,061
33,800
134,937
780
319,194
Amortisation and impairment
At 1 January 2021
9,987
1,949
16,733
28,000
7,304
63,973
Provision for the period
-
-
3,380
5,797
1,980
11,157
On disposals
-
-
-
-
(8,951)
(8,951)
Exchange differences
-
-
-
(184)
49
(135)
At 31 December 2021
9,987
1,949
20,113
33,613
382
66,044
Carrying amount
At 31 December 2021
136,629
1,112
13,687
101,324
398
253,150
Goodwill acquired through business combinations has been allocated for impairment testing purposes to Airswift
Global AS on an ongoing business basis as a single cash-generating unit (CGU). An impairment test is a comparison
of the carrying value of the assets of a business or CGU to their recoverable amount. Where the recoverable amount
is less than the carrying value, then an impairment results.
The Group carries out its impairment testing as at 31 December each year. The Group prepares cash flow forecasts
derived from the most recent financial budgets approve by management and extrapolates cash flows to give a 5-year
total period, based on 7.5% annual growth in revenue and gross profit in the 3-year period post detailed budgets and
2% in the year subsequent to that. The growth rate was based on Management’s assessment of anticipated
performance in the relevant energy recruitment sector, given stable economic conditions and is in line with historic
growth. EBITDA margin is slightly increasing in the explicit forecast period and the margin is in line with historical
margin. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates,
EBITDA margin, cost inflation, conversion rates and synergies. Management estimates discount rates using rates
that reflect current market assessments of the time value of money and risks. The discount rate used in the 2022
impairment review was 14% post tax (2021: 11.95%) and the annual growth rate used was 7.5% (2021: 5%). The
directors do not believe that there is any impairment of the goodwill. Discount rate would need to increase in excess
of 1.33% or growth rate reduced to 0% to result in any impairment.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
39
12 Property and equipment
Leasehold
Improvements
Computer
Equipment
Fixtures
& fittings
Motor
vehicle
Total
$’000
$’000
$’000
$’000
$’000
Group
Cost
At 1 January 2022
546
3,846
718
276
5,386
Additions
212
510
28
93
843
Disposal
(158)
(543)
(392)
(38)
(1,131)
Transfer
12
300
312
Exchange adjustment
(33)
(97)
(69)
5
(194)
________
________
________
________
________
At 31 December 2022
567
3,728
585
336
5,216
________
________
________
________
________
Depreciation
At 1 January 2022
282
2,133
500
187
3,102
Provision for the period
101
416
62
57
636
On disposal
(158)
(530)
(354)
(38)
(1,080)
Transfers
12
286
-
298
Exchange adjustments
(29)
(82)
(56)
9
(158)
________
________
________
________
________
At 31 December 2022
196
1,949
438
215
2,798
________
________
________
________
________
Net book value
At 31 December 2022
371
1,779
147
121
2,418
________
________
________
________
________
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
40
12 Property and equipment (continued)
Leasehold
Improvements
Computer
Equipment
Fixtures
& fittings
Motor
vehicle
Total
$’000
$’000
$’000
$’000
$’000
Cost
At 1 January 2021
1,268
5,601
1,159
157
8,185
Additions
159
229
13
106
507
Acquired through
business combination
114
41
102
-
257
Disposal
(996)
(2,025)
(529)
-
(3,550)
Exchange adjustment
1
-
(27)
13
(13)
________
________
________
________
________
At 31 December 2021
546
3,846
718
276
5,386
________
________
________
________
________
Depreciation
At 1 January 2021
1,029
3,950
1,042
125
6,146
Provision for the period
225
213
38
52
528
On disposal
(962)
(2,025)
(528)
-
(3,515)
Exchange adjustments
(10)
(5)
(52)
10
(57)
________
________
________
________
________
At 31 December 2021
282
2,133
500
187
3,102
________
________
________
________
________
Net book value
At 31 December 2021
264
1,713
218
89
2,284
________
________
________
________
________
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
41
13 Leases
Right-of-use assets
Land
and
Motor
buildings
vehicle
Total
$’000
$’000
$’000
Group
At January 2022
4,475
2,319
6,794
Additions
2,619
2,370
4,989
Disposals
(867)
(108)
(975)
Depreciation of right-of-use asset
(2,046)
(1,628)
(3,673)
Depreciation on disposal
497
-
497
Exchange adjustments
(93)
-
(93)
________
________
________
At December 2022
4,586
2,953
7,539
________
________
________
At January 2021
4,922
2,384
7,306
Additions
1,523
1,612
3,135
Acquired through business combination
1,511
-
1,511
Disposals
(1,048)
(210)
(1,258)
Depreciation of right-of-use asset
(2,683)
(1,604)
(4,287)
Depreciation on disposal
265
137
402
Exchange adjustments
(15)
-
(15)
________
________
________
At December 2021
4,475
2,319
6,794
________
________
________
Lease Liabilities
At January 2022
4,905
2,398
7,303
Additions
2,619
2,371
4,990
Disposals
(353)
(116)
(469)
Repayment of lease liabilities
(2,445)
(1,920)
(4,365)
Interest expense relating to lease liabilities
554
292
846
Exchange adjustments
(141)
-
(141)
________
________
________
At December 2022
5,139
3,025
8,164
________
________
________
At January 2021
5,434
2,505
7,939
Additions
1,523
1,612
3,135
Acquired through business combination
1,633
-
1,633
Disposals
(1,303)
(228)
(1,531)
Repayment of lease liabilities
(2,919)
(1,749)
(4,668)
Interest expense relating to lease liabilities
536
258
794
Exchange adjustments
1
-
1
________
________
________
At December 2021
4,905
2,398
7,303
________
________
________
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
42
13 Leases (continued)
A maturity analysis of the Group’s total lease liability is shown below:
2022
2021
$’000
$’000
Less than 12 months
680
341
1 – 2 years
2,170
745
2 – 5 years
2,667
1,916
5+ years
1,647
4,301
________
________
8,164
7,303
________
________
See note 19 for a maturity analysis by nominal amounts.
The Group leases various properties throughout the world. Most of the lease liabilities relate to properties with
leases generally entered into for a fixed period of up to three years. Lease terms are negotiated on an individual
basis and contain a range of terms and conditions. Lease assets are not used as security for any borrowings. The
Group has applied the exemption for low value assets and short-term lease. The Group recognises the lease
payments associated with these leases as an expense in the income statement. During the financial period
$154,000 (2021: $159,000) was recognised in the income statement as a result of the exemption.
The Group recognises a right of use asset and a lease liability at the lease commencement date. The right of use
asset is initially measured at cost and subsequently at cost, less and accumulated depreciation. The lease liability
is initially measured at the present value of the lease payments discounted using the Group's incremental borrowing
rate (IBR) of 12%. The lease liability is subsequently increased by the interest cost on the lease liability and reduced
by the lease payment made.
The Group's IBR has been used as the discount rate for most leases where an interest rate could not be readily
determined from the contract which was the case for all leases.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
43
14 Investments
Subsidiary undertakings, associated undertakings and other investments
Details of the Group subsidiaries as at 31 December 2022 are as follows:
Country of
Proportion of
incorporation
ownership interest
Name of subsidiary
Principal activity
or registration
held by the group
Airswift Holdings Limited
Holding company
England
100%
Air Energi Group Investments
Limited
Holding company
England
100%
Air Energi Holdings Limited
Holding company
England
100%
Air Energi Investments Limited
Holding company
England
100%
Air Energi Group Limited
Holding company
England
100%
Air Resources Limited
Provision of global manpower
solutions (“PGMS”)
England
100%
Air Resources Americas LLC
PGMS
USA
100%
Airswift Canada Limited
PGMS
Canada
100%
Air Energi Group Singapore Pte
Limited
PGMS
Singapore
100%
Agensi Pekeriaan Air Energy
(Malaysia) Sdn Bhd
PGMS
Malaysia
100%
Agensi Pekerjaan Airswift
Consulting Malaysia Sdn Bhd
PGMS
Malaysia
100%
Pt Air Energy Indonesia Limited
PGMS
Indonesia*
51%
Air Consulting Company Limited
PGMS
Thailand*
48.5%
Air Consulting Australia Pty
Limited
PGMS
Australia
100%
Air Energi Pacifica Limited
PGMS
Papua New Guinea
100%
Air Energi Norway AS
PGMS
Norway
100%
Air Resources Qatar WLL
PGMS
Qatar*
49%
Air Energi Caspian LLP
PGMS
Kazakhstan
100%
Air Energi KSA LLC
PGMS
Saudi Arabia*
49%
Air Energi UAE LLC
PGMS
United Arab Emirates *
49%
Air Energi France SAS
PGMS
France
100%
Air Energi Executive SAS
PGMS
France
100%
Hawa’a Al-Iraq for Management
Services Limited
PGMS
Iraq*
100%
Air Energi Kitco Limited
PGMS
South Korea
100%
Inspirec Limited
PGMS
New Zealand
100%
Marchfield Holdings Limited
Dormant
England
100%
Bellevue Resources Limited
Dormant
England
100%
Airswift Trustees Limited
Trustee company for ESOP
England
100%
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
44
14 Investments (continued)
Country of
Proportion of
incorporation
ownership interest
Name of subsidiary
Principal activity
or registration
held by the group
Swift Worldwide Resources Midco
Limited
Holding company
England
100%
Swift Worldwide Resources Australia
Holdings Corp Pty Limited
Holding company
Australia
100%
Swift Worldwide Resources Bidco
Limited
Holding company
England
100%
Swift Worldwide Resources US Holdings
Corp
Holding company
USA
100%
Swift Worldwide Resources UK Corp
Limited
Holding company
England
100%
Swift Technical Group Holdings Limited
Holding company
England
100%
Swift Technical Holdings Limited
Holding company
England
100%
Swift Technical Group Limited
Holding company
England
100%
Swift Technical (Azerbaijan ) Limited
PGMS
England
100%
Swift Technical (Europe) Limited
PGMS
England
100%
Swift Technical (Nigeria) Limited
PGMS
England
100%
STS (London) Limited
PGMS
England
100%
Swift Engineering (Azerbaijan) Limited
PGMS
England
100%
Swift Technical (Operations) Limited
PGMS
England
100%
Airswift Technical Services Limited
PGMS
England
100%
Swift Technical Services LLC
PGMS
USA
100%
Singular Energy Resource Solutions LLC
PGMS
USA
100%
Swift Trustees Limited
Trustee company for
ESOP
England
100%
Swift Technical (Australia) PTY Ltd
PGMS
Australia
100%
Swift Technical Servicos Tecnicos
Especializados Ltda
PGMS
Brazil
100%
Swift Technical S A
PGMS
Argentina
100%
Swift Technical Colombia SAS
PGMS
Columbia
100%
Swift Technical Colombia Servicos
Temporalles SAS
PGMS
Columbia
100%
Swift Technical Trinidad Limited
PGMS
Trinidad
100%
Swift Oil and Gas Technical Service
(Chengdu) Co. Limited
Limited
PGMS
China
100%
Swift Technical (Singapore) PTE Limited
PGMS
Singapore
100%
Swift Oil and Gas (Ghana) Limited
PGMS
Ghana
100%
Swift Technical Kuwait – LLC
PGMS
Kuwait
100%
Singular Energy Resource Solutions Ltd
PGMS
England
100%
Swift Technical Engineering Consultants
(Shanghai) Co Ltd
PGMS
China
100%
Swift Technical (Korea) Yuhan Hoesa
PGMS
Korea
100%
Airswift on Demand Labors Supply
PGMS
United Arab Emirates
100%
Air Employment Services Sweden Filial
PGMS
Sweden
100%
Swift Technical Energy Solutions Ltd
PGMS
Nigeria
100%
Air Consulting Senegal
PGMS
Senegal
100%
Airswift Consulting Tanzania Limited
PGMS
Tanzania
85%
Airswift Mexico S.deR.L.deC.V
PGMS
Mexico
95%
Air Resources LLC (Oman)
PGMS
Oman
70%
Air Energi Netherlands
PGMS
Netherlands
100%
Airswift - Mauritania – SARL
PGMS
Mauritania
100%
Airswift Consulting (B) Sdn Bhd – Brunei
PGMS
Brunei
100%
Airswift Consulting Uganda - SMC LTD
PGMS
Uganda
100%
Airswift Denmark ApS
PGMS
Denmark
100%
Airswift Est (Saudi Arabia)
PGMS
Saudi Arabia
100%
Airswift Guyana Inc
PGMS
Guyana
100%
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
45
14 Investments (continued)
Country of
Proportion of
incorporation
ownership interest
Name of subsidiary
Principal activity
or registration
held by the group
Airswift-AzTechno Azerbaijan LLC
PGMS
Azerbaijan*
49%
Airswift-Embrace, Agencia Privada de
Emprego,
Limited
PGMS
Mozambique*
50%
ASEM Mozambique LDA
PGMS
Mozambique*
50%
Ducatus Partners Limited
PGMS
United Kingdom
100%
Ducatus Partners LLC
PGMS
USA
100%
Swift Angola. LDA
PGMS
Angola*
49%
Competentia CA Ltd
PGMS
Canada
100%
Airswift Norge AS
PGMS
Norway
100%
Competentia Pty Ltd
PGMS
Australia
100%
Competentia US, Inc.
PGMS
USA
100%
Competentia UK Ltd
PGMS
United Kingdom
100%
Competentia Trinidad Limited
Dormant
Trinidad
100%
Argonauta Energy Services LLC
Holding company
USA
100%
Competentia Services, LLC
PGMS
USA
100%
Competentia, Inc.
PGMS
USA
100%
Competentia Middle East DMCC
Competentia Doha Projects and Services
WLL
PGMS
PGMS
United Arab Emirates
Qatar
100%
100%
Dare Holdings Pty Ltd
PGMS
Australia
100%
Dare Energy Pte Ltd
PGMS
Singapore
100%
Adcorp Holdings Singapore Pte Ltd
Holding company
Singapore
100%
Airswift France SARL
PGMS
France
100%
Competentia Mozambique Agencia
Privada de Emprego Ltd
Dormant
Mozambique
100%
Competentia PNG Limited
Dormant
Papua New Guinea
100%
Competentia Uganda – SMC
Dormant
Uganda
100%
‘* is treated as a subsidiary undertaking because the company has the contractual power to exercise dominant
influence and control over it.
For all undertakings listed above, the country of operation is the same as the country of incorporation or registration.
The registered addresses are shown in note 28.
Russia’s invasion of Ukraine in February 2022 and subsequent embargos on trading and funding of operations
within Russia led Airswift to divest its operations in Russia effective from the 1 July 2022. The business was sold
to management (Management Buy Out / MBO) in Russia with consideration being a sellers credit structured as a
Payment in Kind (PIK) loan. Part of the Russia operations was conducted through branches set up under a UK
subsidiary. The activity within these branches was included in the MBO and was transferred over to the LLC from
April to December 2022. The impact annually is estimated to be less than $1m loss in operating profit. Impact of
the transaction was a net loss on sale of $1.9MM recognised through the P&L. The Russian operations did not
represent a material part of the Groups operations and was operating in isolation and outside of the Group’s asset-
based lending agreement.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
46
15 Trade and other receivables
2022
2021
$’000
$’000
Trade receivables
144,046
121,843
Less Expected Credit loss
(1,059)
(516)
Less provisions for impairment of trade receivables
(430)
(3,991)
________
________
Trade receivables net
142,557
117,336
Amounts due from immediate parent undertakings
10,920
11,050
Other receivables and accrued income
90,738
76,213
________
________
Total current trade and other receivables
244,215
204,599
________
________
The Directors consider that the carrying amount of the above assets approximates to their fair value. The Group
does not hold any Contract Assets as a part of their other receivables and accrued income. The amounts due from
parent undertaking are interest free and repayable on demand. Provisions for impairment of trade receivables
primarily relates to the provision taken on from the acquisition of Competentia in 2021 and is a specific provision
relating to their discontinued Middle East operations and is not representative of the Group’s ongoing credit risk.
At 31 December 2022, the Expected Lifetime Credit Losses are as follows:
More than
90 days
Between
60-90 days
Between
30 -60 days
Less than
30 days
aged
aged
aged
aged
Gross amount $’000
4,644
10,708
42,542
86,152
Expected loss rate
8.8%
2.6%
0.7%
0.08%
Expected Lifetime Credit Losses
405
272
314
68
At 31 December 2021, the Expected Lifetime Credit Losses are as follows:
More than
90 days
Between
60-90 days
Between
30 -60 days
Less than
30 days
aged
aged
aged
aged
Gross amount $’000
241
7,091
28,859
85,652
Expected loss rate
3%
1.5%
0.8%
0.2%
Expected Lifetime Credit Losses
7
106
231
171
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
47
15 Trade and other receivables (continued)
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected
credit loss provision for significant trade receivables that are aged. The expected loss rates are based on the
Group’s historical credit losses experienced over the last year and also for discounting of aged receivables to the
net present value allowing for inflation. The historical loss rates are then adjusted for current and forward-looking
information on macroeconomic factors affecting the Group’s customers.
Movements in the impairment allowance for trade receivables are as follows:
Group
Group
2022
2021
$’000
$’000
Opening provision for impairment of trade receivables
4,506
1,729
Charged to P&L
583
70
Utilised in the period
(3,594)
(607)
On acquisition
-
3,317
Currency translation
(6)
(3)
________
________
Closing provision
1,489
4,506
________
________
The Group has applied the 3-stage impairment model as per IFRS 9 to consider the recoverability of amounts due
from immediate parent undertakings. Impairment as a result of this assessment was immaterial. The majority of
the provision taken on from the acquisition of Competentia in 2021 is a specific provision relating to their
discontinued Middle East operations and is not representative of the Group’s ongoing credit risk.
16 Trade and other payables
Trade and other payables: Current
2022
2021
$’000
$’000
Trade payables
4,327
7,911
VAT
3,795
2,497
Accrued payroll and payroll taxes
68,829
61,901
Other creditors and accruals
15,228
11,274
Amounts due to parent undertaking
10,888
10,888
________
________
Total trade and other payables
103,067
94,471
________
________
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
The trade payables shown above arise in the normal trading activities of the group and are payable in line with
normal terms of trade which, on average, are 30 days. The amounts due to subsidiaries are interest free and
repayable on demand.
Other creditors and accruals principally comprise of payroll accruals and taxes together with deferred income,
overhead and interest accruals.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
48
17 Borrowings
2022
2021
$’000
$’000
Current liability
Invoice discounting (secured)
74,913
55,585
COVID19 Support Loans
828
1,344
________
________
75,741
56,929
________
________
2022
2021
$’000
$’000
Non-Current liability
Senior secured Nordic Bond (LIBOR +8.5%)
160,662
158,807
COVID19 Support Loans
755
1,608
________
________
161,417
160,415
________
________
In May 2021 the Group secured a senior secured bond of $165m. Proceeds from the Bond issue were used to
settle a term loan as well as general corporate purposes. The Bond was successfully admitted to trading on
Euronext in Oslo on the 27
th
of May 2022. The coupon rate is 3 month LIBOR plus a margin of 8.5%. The Financial
covenants includes a minimum liquidity requirement of $15m. The Group files quarterly compliance certificates
confirming that the financial covenant is met and that no event of default has occurred.
The bond above also includes $4.3 m of capitalised funding costs as at 31 December 2022 (2021: $6.2m). These
funding costs are made up of the transaction costs associated with raising the Nordic Bond. The costs will be
amortised over the length of the Bond which expires in May 2025.Invoice discounting (secured) are secured against
trade debtors. For invoice discounting facilities, the Group pays monthly interest based on total borrowings under
the relevant facility for the period. Interest for the facilities varies dependent on the facility, leverage ratio and type
of facility with a range of base rate +0-2%. Total available invoice discounting across all facility lines is around
$110m. The Invoice discounting facilities are revolving credit facilities with collateral on the Groups trade debt. The
credit risk for all trade debt is still held with the Group. Refer to the cash flow for the gross amounts drawn and
repaid on these facilities.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
49
18 Financial Risk Management Objectives and Policies
The Group manages its funds to ensure that entities in the Group will be able to continue as a going concern. The
capital structure of the Group consists of debt, cash and cash equivalents and equity attributable to the equity
holders of the parent comprising issued share capital and retained earnings.
The Groups' board and treasury function, monitor and manage the financial risks relating to the operations. These
risks include currency exposure, credit risk and liquidity risk. The Group, where appropriate, seeks to minimise the
effects of these risks by entering into derivative financial instruments to hedge these exposures. The use of
derivative instruments is governed by the Group's policies which are approved by the board of Directors. The Group
does not enter into any speculative trading in financial instruments. No derivative financial instruments were entered
into in the current financial period. The principal risks are detailed below together with details of how these are
mitigated.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. The Group has an extensive credit risk management practice including conducting credit checks on
all potential customers and suppliers before entering into any contracts using independent rating agencies and
other publicly available information. The Group also has strict contracting policies in place and any deviation on
payment terms needs CFO or CEO approval. Outstanding receivables are monitored by the credit team and any
delayed payments are immediately followed up on and escalated as needed. The Group provide a critical service
for the client and as such have a high priority in terms of payment. The Group's exposure is constantly monitored
and forms part of the monthly reporting to the board of Directors. Any expected credit losses are recognized as
loss accruals in the accounts when identified and receivables are written off when actual losses have occurred. A
identified loss can occur from a client default or similar event that would remove the reasonable expectation of
recovery for the receivable. The Group also conducts ECL calculations based on a aged debt setting aside general
provisions for each aging category.
Trade receivables consist of a large number of customers across the Group's geographies. The majority of
customers by value are blue chip companies within the oil and gas sector, credit risk is assessed as low. The credit
risk is not considered to have changed since initial recognition. The main assumption is that the profile of the credit
losses continues in future periods based on historic performance. The aging profile of Group’s trade receivables
net of provision and IFRS 9 is disclosed in note 15.
The Group does not believe there is a material risk of non-payment of the 30+ day trade receivables and that the
impairment provision is adequate due to the strong relationships with customers and the continued management
of the customer infrastructure.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
50
18 Financial Risk Management Objectives and Policies (continued)
Foreign currency exchange risk
The carrying amounts of the Group’s trade receivables are denominated in the following currencies;
2022
2021
$’000
$’000
Currency
GB Sterling
14,172
7,378
US Dollars
81,643
75,094
Other currencies
46,742
34,864
________
________
142,557
117,336
________
________
Due to the nature of its business, the Group engages in foreign currency denominated transactions. Further, the
Group is exposed to movements in foreign currency exchange on its investments in foreign subsidiary companies.
The Group does not use derivative instruments to protect against the volatility associated with foreign currency
transactions and investments and other financial assets and liabilities created in the ordinary course of business.
Revenues and expenses are transacted in the same foreign currency as far as possible to achieve a natural hedge.
In situations where the Group is transacting in two currencies, i.e. billing in one currency and payable in another
currency, spot rates with mark ups are being used to eliminate the currency risk.
As at 31 December the Group’s net exposure to foreign currency risk was as follows:
Cash and cash equivalents
Trade and other receivables
2022
2021
2022
2021
$’000
$’000
$’000
$’000
Functional currency
15,363
12,794
108,696
90,775
Non-functional currency
12,127
16,104
35,350
31,068
________
________
________
________
27,490
28,898
144,046
121,843
________
________
________
________
Group’s sensitivity to a 10% fluctuation in exchange rate and the impact on monetary assets, monetary liabilities
and short-term borrowings. If the US Dollar weakens / strengthen by 10%, there would be an negative / positive
impact on the profit of $9.7m (2021: $5.8m).
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
51
18 Financial Risk Management Objectives and Policies (continued)
Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously
monitoring forecast and actual cash flow. The Directors regularly review the Group’s forecasts and projections,
including assumptions around sales, gross margins and costs and the associated cash flows generated in order to
assess the ability of the Group to operate within the level of its current facility and meet banking covenant tests and
to take mitigating actions where necessary to ensure that covenants are met. Refer to note 19 for maturity analysis
of financial liabilities.
Capital management
The Group consider the capital base to be the bond and the invoice discounting facility. The Group’s capital base
is principally used to finance its working capital requirements, of which the central element is trade receivables.
Trade receivables when related to the provision of Global Workforce Solutions is managed via a range of DSO
targets. Terms of trade are monitored and any extension of standard credit terms requires the permission of
management. As discussed above, the Group has facilities that ensure there is sufficient liquidity to meet ongoing
business requirements. The Group uses weekly cash forecasts to ensure it meets its funding needs and covenants,
with covenant certificates signed on a monthly basis. The primary objectives of the Group’s capital management
are to ensure that it maintains a good credit rating in order to support its business, maximise shareholder value
and to safeguard the Group’s ability to continue as a going concern.
Interest rate risk profile of financial assets and liabilities
The Group is exposed to interest rate risk as entities in the Group borrow funds at floating interest rates. The
Group’s exposures to interest rates on financial assets and financial liabilities are detailed in note 19.
The Group’s sensitivity to a 1% increase and decrease in the interest rate. One percent is the sensitivity rate used
when reporting interest rate risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in interest rates.
A positive number below indicates an increase in profit and other equity where the interest rate decreases by 1%.
For a 1% increase in the interest rate, there would be an equal negative impact on the profit and other equity of
$2.2m. The calculation is based on the sum of the Nordic Bond and the Invoice discount facilities as of year end
2022.
19 Financial instruments
2022
2021
$’000
$’000
Financial Instrument by category - Group
Cash and cash equivalents
27,490
28,898
Trade and other receivables
228,723
193,159
________
________
256,213
222,057
________
________
Financial liabilities as per the statement of financial position
Invoice discounting (secured)
74,913
55,585
Senior secured Nordic Bond
160,662
158,807
Trade and other payables
93,220
83,670
________
________
328,795
298,062
________
________
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
52
19 Financial instruments (continued)
For the reporting periods 31 December 2021 and 31 December 2022, the contractual cash flows of the Group’s
financial instruments were as follows:
Carrying
Gross
Nominal
Within 1
Within 2
Between
2-5
Greater
than 5
amount
Value
year
years
years
years
31 December 2022
$’000
$’000
$’000
$’000
$’000
$’000
Contractual cashflow - Group
Financial assets
Cash (floating rate)
27,490
27,490
27,490
-
-
-
Trade and other receivables *
(note 15)
228,723
228,723
228,723
-
-
-
________
________
________
________
________
________
Total Financial assets
256,213
256,213
256,213
-
-
-
________
________
________
________
________
________
Financial Liabilities
Invoice discount facility (floating
rate)
74,913
79,737
79,737
-
-
-
Senior secured Nordic Bond
165,000
219,704
22,636
22,636
174,432
-
Less capitalised funding costs
(4,338)
(4,338)
(1,795)
(1,795)
(748)
-
IFRS 16 lease liabilities
8,165
11,369
763
2,690
3,547
4,369
Trade and other payables * (note
16)
93,220
93,220
93,2202
-
-
-
________
________
________
________
________
________
Total Financial liabilities
336,960
399,692
194,561
23,531
177,231
4,369
________
________
________
________
________
________
Net cash (outflow)/inflow
(80,747)
(143,479)
61,652
(23,531)
(177,231)
(4,369)
________
________
________
________
________
________
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
53
19 Financial instruments (continued)
Carrying
Gross
Nominal
Within 1
Within 2
Between
2-5
Greater
than 5
amount
Value
year
years
years
years
31 December 2021
$’000
$’000
$’000
$’000
$’000
$’000
Contractual cashflow - Group
Financial assets
Cash (floating rate)
28,898
28,898
28,898
-
-
-
Trade and other receivables *
(note 15)
193,159
193,159
193,159
-
-
-
________
________
________
________
________
________
Total Financial assets
222,057
222,057
222,057
-
-
-
________
________
________
________
________
________
Financial Liabilities
Invoice discount facility (floating
rate)
55,585
56,663
56,663
-
-
-
Senior secured Nordic Bond
165,000
212,335
-
-
212,335
-
Less capitalised funding costs
(6,193)
(6,193)
(2,322)
(1,549)
(2,322)
-
IFRS 16 lease liabilities
7,303
8,503
2,444
1,772
3,641
646
Trade and other payables * (note
16)
83,670
83,670
83,670
-
-
-
________
________
________
________
________
________
Total Financial liabilities
305,365
354,978
140,455
223
213,654
646
________
________
________
________
________
________
Net cash (outflow)/inflow
(83,308)
(132,921)
81,602
(223)
(213,654)
(646)
________
________
________
________
________
________
* Financial assets and liabilities are those that have a right to cash but exclude those that are a right to service.
The Nordic Bond matures within 2-5 years at which the Bond will likely be refinanced, either through a new similar
debt vehicle or equity. This will be evaluated over the next 12-24 months. In the meantime, the Group will continue
to service its debts and pay coupons as they become due.
Carrying amount is (also) considered a reasonable estimate of fair value for non-current borrowings as the loans
are considered to be at market terms.
The Group manages its liquidity and cash management through its treasury function, monitoring and forecasting
cash and loan balances daily. Reforecasts are made every quarter and funding requirements assessed accordingly.
The solvency of the Group is overseen by the Board of Directors as well as the Group CEO and CFO. As an asset
light business operating with limited fixed assets, the solvency will depend on the Group’s ability to generate profits
and cash flow as well as maintaining the value of its current assets (receivables and cash). The Group is focused
on profitable growth and limiting risk, which in turn will, if needed, enable the Group to refinance its financial
liabilities.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
54
20 Provisions
Payroll tax
Provision
Total
$’000
$’000
At 1 January 2022
3,665
3,665
Exchange movements
(331)
(331)
________
________
At 31 December 2022
3,334
3,334
________
________
Payroll tax provision
The Group recognises a payroll tax provision arising from contractors in jurisdictions where there are disputes as
to whether or not those payroll taxes are payable. A provision is recognised when it is considered probable that a
payment will be made. Uncertainty exists over the timing and the amount of such payroll taxes. The amount of
the provision reflects the directors best estimate given the known facts at the statement of financial position date.
There has been no change in the provision amount given there has been no new information and managements
opinion remains unchanged.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
55
21 Cash generated from operations
Cash and cash equivalents
Group
Group
2022
2021
$’000
$’000
Cash and bank balances
27,490
28,898
________
________
Cash and bank balances comprise of cash held by the Group and short-term bank deposits with a maturity of three
months of less. The carrying amount of these approximates to their fair value.
Significant non-cash transactions from investing activities are as follows:
Group
Group
2022
2021
$’000
$’000
Equity consideration for business combination
-
76,801
________
________
Analysis of financing liabilities (continued)
Group
New
Group
Period end
Cash flows
FX
leases
Other
Period end
2021
2022
$’000
$’000
$’000
$’000
$’000
$’000
Current interest-
bearing loans and
borrowings (excluding
items listed below)
(56,929)
(15,429)
-
-
(3,383)
(75,741)
Current lease
liabilities
(2,182)
2,182
-
-
(3,518)
(3,518)
Non-current interest-
bearing loans and
borrowings (excluding
items listed below)
(160,415)
16,559
-
-
(17,561)
(161,417)
Non-current lease
liabilities
(5,121)
2,184
141
(4,990)
3,140
(4,646)
Dividends
-
127
-
-
(127)
-
________
________
________
________
________
________
Total liabilities from
financing activities
(224,647)
5,623
141
(4.990)
(21,449)
(245,322)
________
________
________
________
________
________
The ‘Other’ column includes the effect of reclassification of non-current portion of interest-bearing loans and
borrowings, including lease liabilities to current due to passage of time and the effect of accrued but not yet paid
interest on interest bearing loans and borrowings including lease liabilities.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
56
21
Cash generated from operations (continued)
Analysis of financing liabilities (continued)
Group
New
Group
Period end
Cash flows
FX
leases
Other
Period end
2020
2021
$’000
$’000
$’000
$’000
$’000
$’000
Current interest-
bearing loans and
borrowings (excluding
items listed below)
(150,091)
127,182
-
-
(34,020)
(56,929)
Current lease liabilities
(3,593)
3,593
-
-
(2,182)
(2,182)
Non-current interest-
bearing loans and
borrowings (excluding
items listed below)
(7,883)
(157,907)
-
-
5,375
(160,415)
Non-current lease
liabilities
(4,346)
1,075
(3)
(4,768)
2,921
(5,121)
Dividends
-
149
-
-
(149)
-
________
________
________
________
________
________
Total liabilities from
financing activities
(165,913)
(25,908)
(3)
(4.768)
(28,055)
(224,647)
________
________
________
________
________
________
The ‘Other’ column includes the effect of reclassification of non-current portion of interest-bearing loans and
borrowings, including lease liabilities to current due to passage of time and the effect of accrued but not yet paid
interest on interest bearing loans and borrowings including lease liabilities.
22 Share capital
Year end
Period end
Allotted, called up and fully paid
2022
2021
$’000
$’000
3,663 A-shares of NOK 30 each
13
13
________
________
13
13
________
________
The sole shareholder in Airswift Global AS is Airswift Global Limited.
23 Contingent Liabilities
The Company, together with its subsidiaries undertakings, have guaranteed the Nordic Bond debt. At the period
end the total liabilities covered by these guarantees totalled $165,000,000 (2021: $165,002,000). The guarantees
relate to the transaction security on the Nordic Bond securing all amounts outstanding as per the Nordic Bond
terms.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
57
24 Related Party Transactions
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on
consolidation and are not disclosed in this note. The company has taken advantage of the exemption available to
not disclose transactions with the group headed by Airswift Global AS on the ground that all subsidiaries are 100%
beneficially owned by the group.
As at 31 December 2022, there was $6.3m (2021: $6.3m) payable to Airswift Global Limited which is the sole
shareholder of Airswift Global AS.
Key management compensation
Remuneration to key management personnel consisted of gross pay, employer national insurance and pension
costs. No other amounts were paid in the period. Their remuneration, excluding national insurance, is disclosed in
note 7 of these financial statements.
25
Ultimate parent company and ultimate controlling party
The parent company is Airswift Global Limited. There are four ultimate parent undertakings; Swift Worldwide
Resources Holdco Limited, Air Energi Group Holdings Limited, Reiten &Co Capital Partners VII L.P. and
Competentia Holding AS. None of those have a controlling interest and the ultimate controlling party are the private
equity owners of Swift Worldwide Resources Holdco Limited and Air Energi Group Holdings Limited (Wellspring
Capital Management).
26 Events after the statement of financial position date
There were no post balance sheet events that require disclosure or adjustment to these financial statements.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
58
27
Registered addresses of subsidiary undertakings
Subsidiary undertakings
Registered address
Airswift Holdings Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Air Energi Group Investments Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Air Energi Holdings Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Air Energi Investments Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Air Energi Group Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Air Resources Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Air Resources Americas LLC
Suite 340, 6002 Rogerdale Road, Houston, TX 77072, USA
Airswift Canada Limited
Suite 200, Petro Fina Building, 736- 8th Avenue SW, Calgary, Alberta, T2P 1H4, Canada
Air Energi Group Singapore Pte Limited
Raffles Place, Tower 1 #39-03, Singapore, 048616 Singapore
Agensi Pekeriaan Air Energy (Malaysia)
Sdn Bhd
16th Floor, Menara MIDF, 82 Jalan Raja Chulan, 50200 Kuala Lumpur
Agensi Pekerjaan Airswift Consulting
Malaysia Sdn. Bhd
16th Floor, Menara MIDF, 82 Jalan Raja Chulan, 50200 Kuala Lumpur
Pt Air Energy Indonesia Limited
Alamanda Tower, 18th Floor, Unit B-C, Jl. TB Simatupang Kav 23-24, Jakarta 12430,
Indonesia
Air Consulting Company Limited
399 Interchange 21, Level 33, Sukhumvit Road, North Klongtoey, Wattana, Bangkok
10110, Thailand
Air Consulting Australia Pty Limited
Level 8, 100 Edward Street, Brisbane, ALD 4000, Australia
Air Energi Pacifica Limited
Level 5, Cuthbertson House, Cuthbertson Street, Downtown Port Moresby, Port Moresby,
Papua New Guinea
Air Energi Norway AS
Postboks 164, 4065, Stavanger
Air Resources Qatar WLL
3rd Floor, Qatar First Investment Bank, Al Jazeera Finance Building,
Ring Road C, Doha, Qatar
Air Energi Caspian LLP
203 Office, 2nd Floor, 12A Abay St. 060002 Atyrau, Kazakhstan
Air Energi KSA LLC
King Abdullah Road, Dhahran Street, Middle East Commercial Center, Al Khobar 31952,
Saudi Arabia
Air Energi UAE LLC
Office 903, 9th Floor, Al Falah Exchange Building, Electra Street, Abu Dhabi, United Arab
Emirates
Air Energi France SAS
Tour Ariane, La Defense 9, 5 Place De La Pyramide Puteaux, 92088, Paris La Defense
Cedex, France
Air Energi Executive SAS
Tour Ariane, La Defense 9, 5 Place De La Pyramide Puteaux, 92088, Paris La Defense
Cedex, France
Hawa’a Al-Iraq for Management
Services Limited
Suite 7, First Floor, Street 7, Section 925, Arassat Al-Hindeeya, Baghdad, Iraq
Air Energi Kitco Limited
Lotte Castle Sky Complex Bldg. 3F-308, 255-1, Seongnam-dong, Junggu, Ulsan, 681-822,
Korea
Inspirec Limited
Unit 2, 28 Currie Street, New Plymouth, 4342
Marchfield Holdings Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Bellevue Resources Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Airswift Trustees Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Worldwide Resources Midco
Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Worldwide Resources Australia
Holdings Corp. PTY
Limited
Level 2, 5 Mill Street, Perth, WA 6000
Swift Worldwide Resources Bidco
Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Worldwide Resources US
Holdings Corp
3050 Post Oak Boulevard, Suite 1450, Houston, TX 77056, USA
Swift Worldwide Resources UK Corp
Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical Group Holdings Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical Holdings Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical Group Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical (Azerbaijan) Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical (Europe) Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
59
27
Registered addresses of subsidiary undertakings (continued)
Subsidiary undertakings
Registered address
Swift Technical (Nigeria) Limited
1690A Brimah Kenku Str, Victoria Island, Lagos, Nigeria
STS (London) Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Engineering (Azerbaijan) Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical (Operations) Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Airswift Technical Services Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical Services LLC
3050 Post Oak Boulevard, Suite 1450, Houston, TX 77056, USA
Singular Energy Resource Solutions
LLC
3050 Post Oak Boulevard, Suite 1450, Houston, TX 77056, USA
Swift Trustees Limited
Delphian House, 4th Floor, Riverside, New Bailey Street, Salford, England, M3 5FS
Swift Technical (Australia) PTY Ltd
Level 2, 5 Mill Street, Perth, WA 6000
Swift Technical Servicos Tecnicos
Av Almirante Barroso, 63, , Office 410, 20031-003, Rio de Janeiro,
20031003 Brazil
Especializados Ltda
Swift Technical S A
Maipu 741, piso 2 A, C1006ACI, Buenos Aires, Argentina
Swift Technical Colombia SAS
Calle 98 # 21 - 36 oficina 601 , Bogotá, Colombia
Swift Technical Colombia Servicos
Temporalles SAS
Calle 98 # 21 - 36 oficina 601 , Bogotá, Colombia
Swift Technical Trinidad Limited
54 Ariapita Ave, Woodbrook, Port of Spain, Trinidad, West Indies
Swift Oil and Gas Technical Service
(Chengdu) Co. Limited
Room 1829, Level 18, the Office Tower, Shangri-la Center, No 9 Binjiang Road (east),
Chengdu
Swift Technical (Singapore) PTE
Limited
1 Raffles Place, Tower 1 #39-03, Singapore, 048616 Singapore
Swift Oil and Gas (Ghana) Limited
7, Djanie Ashie Avenue, East Legon, Madina DTD 238, Accra, Ghana
Swift Technical Kuwait – LLC
Airswift Office, Remal Mall 4th Floor, Office No 5 & 6, Fahaheel, Block 7 Street No. 109,
Kuwait
Singular Energy Resource Solutions
Ltd
Innova House, Innova Business Park, Kinetic Crescent, Enfield,
Middlesex, EN3 7XH
Swift Technical Engineering
Consultants (Shanghai) Co Ltd
Unit 2736, 27/F Pufa Tower, 588 South Pudong Road, Pudong New
District
Swift Technical (Korea) Yuhan Hoesa
6F, 109 Munhyeon-ro, Dong-gu, Ulsan, 44107, Korea (Bangeo-dong, Royal Prince)
Airswift on Demand Labors Supply
Cayan Business Centre, Office 702, 7th Floor, Barsha Heights, PO Box 391325, Dubai
Air Employment Services Sweden Filial
c/o BDO Malardalen, Box 24193, 104 51 Stockholm
Airswift Consulting Uganda - SMC LTD
2nd Floor Legacy House, 38B Windsor Crescent, Kololo, Kampala
Airswift Denmark ApS (Denmark)
Hestedostevej 27-29, 2620 Albertlund
Airswift Est (Saudi Arabia)
Office (21-A), 3rd Flr, Middle East Bldg., PO Box 4977 Al-Khobar 31952, Kingdom of Saudi
Arabia
Airswift Guyana Inc
Lot 210, New Market Street, Georgetown, Guyana
Airswift-AzTechno Azerbaijan LLC
69 Nizami Street, ISR Plaza, 3rd Floor, Baku 1000, Azerbaijan
Airswift-Embrace, Agencia Privada de
Emprego, Limitada
Av. 25 de Setembro, No. 1462, Correios de Moçambique, Maputo, Mozambique
ASEM Mozambique LDA
Av. 25 de Setembro, No. 1462, Correios de Moçambique, Maputo, Mozambique
Ducatus Partners Limited
42 New Broad Street, London, EC2M 1JD
Ducatus Partners LLC
3050 Post Oak Boulevard, Suite 1450, Houston, TX 77056, USA
Swift Angola. LDA
Luanda Municipio de Luanda, Bairro e Distrito Urbano da Maianga, Rua Eduardo
Mondlane n*s 120/122
Competentia CA Ltd
4500, 855 - 2 Street SW Calgary, Alberta T2P 4K7
Airswift Norge AS
Forusparken 2 4031 STAVANGER Norway
Competentia Pty Ltd
Level 3, 3 Ord Street, West Perth, WA, 6005, Australia
Competentia Trinidad Ltd
5TH FLOOR, NEWTOWN CENTRE, 30-36 MARAVAL ROAD, NEWTOWN, PORT OF
SPAIN
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
60
27
Registered addresses of subsidiary undertakings (continued)
Subsidiary undertakings
Registered address
Competentia UK Ltd
14 Carden Place, Aberdeen, AB10 1UR
Argonauta Energy Services LLC
3050 Post Oak Blvd, Suite 1450 Houston, TX 77056
Competentia Services LLC
3050 Post Oak Blvd, Suite 1450 Houston, TX 77056
Competentia US, Inc
3050 Post Oak Blvd, Suite 1450 Houston, TX 77056
Competentia Middle East DMCC
Unit No:5448 ALMAS Tower Plot No: JLT-PH1-A0 Jumeirah Lakes Towers Dubai United
Arab Emirates
Competentia Doha Projects and
Services WLL
28th Floor, Marina Twin Towers, Bldg 173, Street 303, Zone 69, Lusail City, State of Qatar
Dare Holdings Pty Ltd
Level 3, 3 Ord Street, West Perth, WA, 6005, Australia
Dare Energy Pte Ltd
8 Marina Boulevard, #05-02, Marina Bay Financial Centre, Singapore 018981
Adcorp Holdings Singapore Pte Ltd
8 Marina Boulevard, #05-02, Marina Bay Financial Centre, Singapore 018981
Airswift France SARL
Le Belvédère, 7 Cr Valmy 1, 92800 Puteaux, France
Competentia Uganda – SMC Ltd
Commercial Plaza, Plot 7 Kampala Road, 36109, Kampala, Uganda
Competentia Mozambique Agencia
Privada de Emprego Ltd
Mozambique, Maputo Cidade, DISTRITO URBANO 1, Bairro Central Av. Martires de
Inhaminga Recinto Portuario P.4
Competentia PNG Limited
Bdo, Section 15, Allotment 15, Bernal Street, Port Moresby, National Capital District,
Papua New Guinea
Air Consulting Senegal
No 16, Immeuble Hermes 1, Cite Keur Gorgui, Vdn, Dakar, Senegal
Air Resources LLC (Oman)
Flat/Shop no. 222. Area: Al Mawaleh Al Janobia, Way: 17, Block no.: 17, Building no.: 17,
Plot no.: 317, Muscat, Oman
Airswift Consulting Tanzania Limited
11th Floor, Golden Jubilee Towers, Ohio Street, Dar es Salaam, Tanzania
Airswift - Mauritania - SARL
80 ilot C - Rue 26 014 - Ksar Ouest, BP4897, 99999, Nouakchott, Mauritania
Airswift Mexico S.deR.L.deC.V
Calle Lago Alberto, 442 – 403 Suite 571, Colonia ANAHUAC I SECCION, Miguel Hidalgo,
Mexico DC
28
Prior period restatement
The prior period restatement relates to two adjustments.
Rechargeable contractor expenses
Rechargeable contractor expenses have been reclassed to revenue and costs of sales, previously they were netted
off in administrative expenses in error. The Group is a principal in this transaction and as such these costs should
be presented gross in the financial statements.
Intercompany misbalance
In 2017, an intercompany misbalance of $6.4m was eliminated on consolidation through the Foreign Exchange
Reserve, with revaluations of this misbalance also taken through the FX reserve in subsequent years. Management
have reviewed this treatment and believe it should have been written off through the P&L at entity level in 2017. At
the end of 2020, the amount passing through the FX reserve relating to this misbalance had been revalued to
$10.9M, at the end of 2021 it was $9.6M and $10.1M at the end of 2022. Therefore, to correct this error the $10.9M
2021 opening balance should be reclassed from FX reserve to P&L reserves and the revaluations in 2021 and
2022 of $1.3M FX gain and $0.5M FX loss respectively will be posted through the income statements.
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
61
28
Prior period restatement (continued)
For year ended 31 December 2021
Impact on Statement of
Comprehensive Income
As
previously
reported
Rechargeable
expenses
adjustment
Intercompany
FX write off
Restated
$’000
$’000
$’000
$’000
Revenue
887,060
29,214
-
916,274
Salary costs temporary workers
(761,524)
-
-
(761,524)
Other reimbursable costs
(16,013)
(29,214)
-
(45,227)
Gross profit
109,523
-
-
109,523
Salary costs administrative staff
(49,862)
-
-
(49,862)
Exchange losses
(3,198)
-
1,314
(1,884)
Other administrative expenses
(22,550)
-
-
(22,550)
EBITDA
33,913
-
1,314
35,227
Depreciation
(4,815)
-
-
(4,815)
Amortisation
(11,157)
-
-
(11,157)
Operating profit
17,941
-
1,314
19,255
Finance costs
(24,149)
-
-
(24,149)
Loss on ordinary activities before tax
(6,208)
-
1,314
(4,894)
Income tax charge
(8,784)
-
-
(8,784)
Loss for the financial period
(14,992)
-
1,314
(13,678)
As at 31 December 2021
Impact on Statement of Financial
Position
As
previously
reported
Rechargeable
expenses
adjustment
Intercompany
FX write off
Restated
$’000
$’000
$’000
$’000
Non-current assets
265,870
-
-
265,870
Current assets
234,194
-
-
227,906
Total assets
500,064
-
-
493,776
Current liabilities
(157,247)
-
-
(146,358)
Non-current liabilities
(184,985)
-
-
(189,585)
Total liabilities
(342,232)
-
-
(335,944)
Net assets
157,832
-
-
157,832
Share capital
13
-
-
13
Share premium
181,091
-
-
181,091
Other equity
(6,946)
-
(9,602)
(16,548)
Foreign exchange reserve
(16,326)
-
9,602
(6,724)
Total equity
157,832
-
-
157,832
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
62
28
Prior period restatement (continued)
As at 1 January 2021
Impact on Statement of Financial
Position
As
previously
reported
Rechargeable
expenses
adjustment
Intercompany
FX write off
Restated
$’000
$’000
$’000
$’000
Non-current assets
201,796
-
-
201,796
Current assets
151,006
-
-
151,006
Total assets
352,802
-
-
352,802
Current liabilities
(228,649)
-
-
(228,649)
Non-current liabilities
(27,905)
-
-
(27,905)
Total liabilities
(256,554)
-
-
(256,554)
Net assets
96,248
-
-
96,248
Other equity
112,498
-
(9,602)
101,582
Foreign exchange reserve
(16,250)
-
9,602
(5,334)
Total equity
96,248
-
-
96,248
Impact on Statement of Changes
in Equity
Share
Capital
Share
premium
Other
equity
Foreign
Exchange
reserve
Total
$’000
$’000
$’000
$’000
$’000
Balance as at 1 January 2021
-
-
112,498
(16,250)
96,248
Prior period adjustments
-
-
(10,916)
10,916
-
As at 1 January 2021 (restated*)
-
-
101,582
(5,334)
96,248
Loss for the period (restated*)
-
-
(13,678)
-
(13,678)
Exchange difference on translating
foreign operations (restated*)
-
-
-
(1,390)
(1,390)
Total comprehensive expense for
the period
-
-
(13,678)
(1,390)
(15,068)
Group reorganization and
Competentia acquisition
10
181,088
(104,303)
-
76,794
Establishment of Airswift Global AS
4
4
-
-
7
Dividends paid
-
-
(149)
-
(149)
Balance as at 31 December 2021
13
181,091
(16,548)
(6,724)
157,832
Airswift Global AS
Notes forming part of the financial statements
for the year ended 31 December 2022 (continued)
63
28
Prior period restatement (continued)
For year ended 31 December 2021
Impact on Statement of Cash
Flows
As
previously
reported
Rechargeable
expenses
adjustment
Intercompany
FX write off
Restated
$’000
$’000
$’000
$’000
Profit/(loss) before tax
(6,208)
-
1,314
(4,894)
Acquisition expenses
5,360
-
-
5,360
Re-financing expenses
2,112
-
-
2,112
Amortisation of intangible assets
11,157
-
-
11,157
Depreciation on property, plant and
equipment
528
-
-
528
Depreciation on Right of Use
assets
4,287
-
-
4,287
Loss on disposal of property, plant
and equipment
35
-
-
35
Gain on disposal of Right of Use
assets
(677)
-
-
(677)
Finance expense
22,037
-
-
22,037
Trade and other receivables
(increase)/decrease
(43,226)
-
(1,314)
(44,540)
Trade and other payables
increase/ (decrease)
3,064
-
-
3,064
Cash used in operating activities
(1,531)
-
-
(1,531)
Income taxes paid
(8,052)
-
-
(8,052)
Net cash flows used in operating
activities
(9,583)
-
-
(9,583)
Net cash used in investing
activities
(4,190)
-
-
(4,190)
Net cash generated from financing
activities
25,908
-
-
25,908
Net (decrease)/increase in cash
and cash equivalents
12,135
-
-
12,135
Cash and cash equivalents at
beginning of the year
16,763
-
-
16,763
Cash and cash equivalents at
end of the year
28,898
-
-
28,898
Airswift Global AS
APM Attachment
64
Appendix: Alternative Performance Measures (APMs)
The Group has prepared the consolidated financial statements in accordance with international Financial Reporting
Standards (IFRS) which have been adopted by the EU and are mandatory for financial years beginning on or after
1 January 2005 and disclosure requirements listed in the Norwegian Accounting Act.
In addition, the Group presents alternative performance measures (APMs). These measures do not have any
standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar
measures used by other companies.
The APMs are regularly reviewed by the Board of Directors and management and the aim of the APMs is to
enhance the understanding of the Groups profitability and operational performance.
2022
Restated
2021
Revenue
1,134,387
916,274
Salary costs temporary workers
(940,067)
(761,524)
Other reimbursable costs
(58,080)
(45,227)
Gross Profit
136,240
109,523
Gross profit %
12.0%
11.9%
Salary costs administrative staff
(56,224)
(49,862)
Exchange losses
(2,322)
(1,884)
Other administrative expenses
(27,491)
(22,550)
Depreciation
(4,309)
(4,815)
Amortisation
(11,930)
(11,157)
Operating profit
33,964
19,255
Add back depreciation, amortization
16,239
15,972
EBITDA
50,203
35,227
Restructuring costs
414
1,030
Other transaction costs
870
5,593
Legal and advisory costs
2,400
1,029
Other one-off costs
2,227
44
Other one-off credits
(666)
(2,243)
Exchange losses
2,322
1,884
Adjusted EBITDA
57,770
42,564
Adjusted EBITDA %
5.2%
4.6%
Gross Profit as a portion of revenue – This is gross profit margin and is a measure of the revenue less cost of
sales divided by revenue. It is a profitability metric used by the Group to measure the Group’s financial health as it
shows the profit on services sold. Calculated as follows:
(Revenue – salary to temporary workers – other reimbursable costs) / Revenue
EBITDA – Operating earnings before depreciation and amortisation (EBITDA) consists of operating profit (EBIT)
added back depreciation, amortisation, and impairment losses of tangible and intangible assets.
Adjusted EBITDA – EBITDA adjusted for items considered non-recurring, irregular and one-off in nature such as
refinancing, restructuring and non-operating income and costs all of which are defined as non-underlying items for
calculating the Adjusted EBITDA. The non-underlying administrative costs are described below:
Airswift Global AS
APM Attachment
65
Restructuring costs are in relation to redundancy, consultancy and closure costs following the acquisition of
Competentia. The costs in 2022 are part of our group wide restructuring programme enabling the group to achieve
its desired operating structure. Redundancy costs are not separately identified in non-underlying costs, however
costs incurred as part of a group wide restructuring programme have been separately identified.
Other one-off costs
Other one off costs in 2022 are primarily as a result of the divestment of the Group’s operations in Russia.
Other transaction costs in 2021 are predominantly costs related to the acquisition of Competentia including
associated legal and advisory costs.
Legal and advisory
Legal and advisory costs include fees incurred with advisors on large litigation or board matters. Legal costs on
day-to-day matters are not separately identified in non-underlying costs, however costs in relation to defending
legal actions brought against the group are separately identified.
Other one-off credits are in relation to release of the term loan exit fee no longer required.
Adjusted EBITDA as a portion of revenue – This is adjusted EBITDA margin and is a measure of the adjusted
EBITDA as a percentage of revenue. This is a profitability metric used to evaluate the financial performance of the
business. Calculated as follows:
Adjusted EBITDA / Revenue
DSO - The figure represents the time it takes to collect outstanding trade debt. This is an important metric due to
the impact it has on our cash flow. Calculated as follows:
Days sales outstanding (DSO) = (current months trade debt / Last 3 months of revenue) * 90
Financial statement 2022
Airswift Global AS
Organization number: 927 020 556
Income statement
Airswift Global AS
(amounts in USD)
Operating income and operating expenses Note 2022 2021
Other expenses 1 93 916 4 133
Total expenses 93 916 4 133
Operating profit/loss -93 916 -4 133
Financial income and expenses
Interest income from group companies 2 17 625 765 9 295 024
Other financial income 3 42 0
Other interest expenses 3 18 519 382 9 741 833
Other financial expenses 866 0
Net financial items -894 441 -446 809
Result before tax -988 358 -450 942
Tax expense 4 0 0
Result for the year -988 358 -450 942
Allocation of result for the year
Loss brought forward 988 358 450 942
Total brought forward 5 -988 358 -450 942
Airswift Global AS Page 2
Balance sheet
Airswift Global AS
(amounts in USD)
Assets Note 2022 2021
Non-current assets
Non-current financial assets
Investments in subsidiaries 6 181 097 404 181 097 404
Loan to group companies 2 188 417 399 170 793 308
Total non-current financial assets 369 514 804 351 890 712
Total non-current assets 369 514 804 351 890 712
Current assets
Receivables
Other short-term receivables 2 10 908 7 076
Total receivables 10 908 7 076
Bank deposits, cash and cash equivalents 4 065 0
Total bank deposits, cash and cash equivalents 4 065 0
Total current assets 14 973 7 076
Total assets 369 529 776 351 897 788
Airswift Global AS Side 3
Balance sheet
Airswift Global AS
(amounts in USD)
Equity and liabilities Note 2022 2021
Equity
Paid in equity
Share capital 5, 7, 8 13 145 13 145
Share premium reserve 5 181 091 335 181 091 335
Total paid-up equity 181 104 480 181 104 480
Retained earnings
Uncovered loss 5 -1 439 300 -450 942
Total retained earnings -1 439 300 -450 942
Total equity 179 665 181 180 653 538
Liabilities
Other non-current liabilities
Bonds 3 162 840 426 161 946 809
Liabilities to group companies 2 23 971 504 7 308 722
Total non-current liabilities 186 811 930 169 255 531
Current liabilities
Other current liabilities 3 3 052 666 1 988 719
Total current liabilities 3 052 666 1 988 719
Total liabilities 189 864 596 171 244 250
Total equity and liabilities 369 529 776 351 897 788
The board of Airswift Global AS
Morten Kiran Viksøy
chairman of the board
Matthew Gordon Harrison
member of the board
Airswift Global AS Side 4
(amounts in USD)
2022 2021
Cash flow from operating activites
Result before tax -988 358 -450 942
Depreciation and amortization 0 0
Change in other current balance sheet items 889 042 -7 303 888
Net cash flow from operating activities -99 316 -7 754 830
Cash flow from investing activities
Investment in subsidiaries 0 0
Net change in intercompany loans 103 381 -154 189 562
Net cash flow from investing activities 103 381 -154 189 562
Cash flow from financing activities
New long-term loan 0 161 944 392
Net cash flow from financing activites 0 161 944 392
Net change in cash and cash euivalents 4 065 0
Cash and cash equivalents at 01.01 0 0
Cash and cash equivalents at 31.12 4 065 0
Airswift Global AS
Cash flow statement
Airswift Global AS
Notes to the financial statement 2022
Accounting principles
The annual accounts have been prepared in accordance with the Accounting Act and generally accepted
accounting principles in Norway. All amounts are in USD.
Use of estimates
The preparation of accounts in accordance with the Accounting Act requires the use of estimates. It also
requires Group management to exercise judgment in applying the Group's accounting policies. The areas
where significant judgments and estimates have been made in preparing the financial statements and their
effect are disclosed in the notes.
Classification and assessment of balance sheet items
Assets intended for long term ownership or use are classified as fixed assets. Assets relating to the
operating cycle have been classified as current assets. Other receivables are classified as current assets if
they are to be repaid within one year after the transaction date. Similar criteria apply to liabilities. First
year's instalment on long term liabilities and long term receivables are, however, not classified as short
term liabilities and current assets.
Investments in subsidiaries and other companies
The cost method is applied to investments in subsidiaries and other companies. The carrying amount is
increased when funds are added through capital increases or when group contributions are made to
subsidiaries. Dividends received are generally recognised as income. Dividends/group contribution from
subsidiaries are booked in the same year as the subsidiary makes the provision for the amount. Dividends
from other companies are reflected as financial income when the dividends are approved. Investments are
written down to fair value if the fair value is lower than the carrying amount.
Long-term liabilities
Interest-bearing loans and borrowings are recognized at amortized cost, net of directly attributable
transaction cost.
After initial recognition loans and borrowings are subsequently measured at amortized cost using the
effective interest rate method (EIR). Amortized cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is
included as finance costs in the statement of profit or loss.
Tax
The tax charge in the income statement includes both payable taxes for the period and changes in
deferred tax. Deferred tax is calculated at 22 % on the basis of the temporary differences that exist
between accounting and tax values, as well as any possible taxable loss carried forwards at the end of the
accounting year. Tax enhancing or tax reducing temporary differences, which are reversed or may be
reversed in the same period, have been offset and netted.
The disclosure of deferred tax benefits on net tax reducing differences which have not been eliminated,
and tax losses varied forward losses, is based on estimated future earnings. Deferred tax and tax benefits
which may be shown in the balance sheet are presented net.
Foreign currencies
Assets and liabilities in foreign currencies are valued at the exchange rate at the end of the accounting
year. The financial statement is presented in USD.
Cash Flow statement
The cash flow statement has been prepared according to the indirect method. Cash and cash equivalents
include cash, bank deposits, and other short term investments which immediately and with minimal
exchange risk can be converted into known cash amounts, with due date less than three months from
purchase date.
Airswift Global AS Page 5
Notes to the financial statement 2022
Note 1 Personnel expenses, number of employees, remuneration, loan to employees
There are no employees in the company and as such no payroll expense.
Audit fee expensed in 2022 45 983.
Note 2 Intercompany balances
Receivables 2022 2021
Long term receivables 188 417 399 170 793 308
Total receivables 188 417 399 170 793 308
Liabilities 2022 2021
Long term liabilities 23 971 504 7 308 722
Total receivables 23 971 504 7 308 722
The receivable of MUSD 188.4 as of 31.12.2022 is from Aiswift Global Ltd. (MUSD 6.3), Airswift Holding Ltd.
(MUSD 155.2) and Swift Houston LLC (MUSD 26.9).
The liability of MUSD 23.9 as of 31.12.2022 is to Swift Technical Services LLC.
Interest rate for the intercompany loan is 3 months LIBOR + 8.75 %.
Note 3 Long-term liabilities
Acquistion Market Book Amortization of
Bonds
cost value value transaction cost
Airswift Global AS 21/25 165 000 000 0 162 840 426 1 340 426
Total marketable bonds 165 000 000 0 162 840 426 1 340 426
The acquisition of 100% of the shares of Airswift Holding Ltd. and Compentia AS was partly financed
through a combination of equity and external bond financing. The bond was issued at the amount of USD
165 million, adjusted for transaction costs amounting to approximately USD 3.5 million. The bond was
listed at Frankfurt Open Market Stock Exchange 12 May 2021. The Bond was successfully admitted to
trading on Euronext in Oslo on the 27th of May 2022.
The bond matures in May 2025 at nominal amount. The interest rate for the bond is 3 months LIBOR +
8.5%, which is paid every quarter. The shares in subsidiaries have been pledged as security for the bond.
Accrued interest as of 31.12.2022 is USD 3.0 million and is included in other current liabilities.
Airswift Global AS Page 6
Notes to the financial statement 2022
Note 4 Tax
This year's tax expense 2022 2021
Entered tax on ordinary profit/loss:
Payable tax 0 0
Changes in deferred tax assets 0 0
Tax expense on ordinary profit/loss 0 0
Taxable income:
Result before tax -988 358 -450 942
Permanent differences 0 0
Taxable income -988 358 -450 942
Payable tax in the balance:
Payable tax on this year's result 0 0
Total payable tax in the balance 0 0
Calculation of effective tax rate
Profit before tax -988 358 -450 942
Calculated tax on profit before tax -217 439 -99 207
Total -217 439 -99 207
Effective tax rate 22,0 % 22,0 %
The tax effect of temporary differences and loss for to be carried forward that has formed the basis for
deferred tax and deferred tax advantages, specified on type of temporary differences
2022 2021 Difference
Accumulated loss to be brought forward -1 439 300 -450 942 988 358
Not included in the deferred tax calculation 1 439 300 450 942 -988 358
Deferred tax assets (22 %) 0 0 0
Deferred tax not included in the balance sheet.
Note 5 Equity
Share
capital
Share premium
reserve
Retained
earnings
Total equity
Equity 01.01 13 145 181 091 335 -450 942 180 653 538
Annual net profit/loss 0 0 -988 358 -988 358
Equity 31.12 13 145 181 091 335 -1 439 300 179 665 181
Airswift Global AS Page 7
Notes to the financial statement 2022
Note 6 Shares in subsidiaries
Company Location
Net profit
2022
Equity
31.12.202
Ownership/
voting rights
Balance sheet
value
Aiswift Holding Ltd. UK 100 % 181 097 404
Balance sheet value 31.12
181 097 404
The shares in Competentia AS was transferred to Airswift Holding Ltd. as per 17 June 2021.
Note 7 Shareholders
The share capital in Airswift Global AS as of 31.12 consists of:
Total Face value Entered
A-shares 3 663 30,0 109 890
Total 3 663 109 890
Ownership structure
The largest shareholders in % at year end:
A-shares Owner interest Share of votes
Airswift Global Limited 3 663 100,0 100,0
Face value is presented in NOK. Equivalent value in USD is 3,59. Total share capital is 13 145 in USD.
Note 8 Subsequent events
Please refer to the subsequent events disclosure for the Group.
Airswift Global AS Page 8
BDO AS
Luramyrveien 40
Postboks 1107
4391 Sandnes
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
det internasjonale nettverket BDO, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO 993 606 650 MVA. side 1 av 4
Independent Auditor's Report
To the Annual Shareholders meeting of Airswift Global AS
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Airswift Global AS.
The financial statements comprise:
• The financial statements of the parent
company, which comprise the balance
sheet as at 31 December 2022, income
statement and cash flows for the year
then ended, and notes to the financial
statements, including a summary of
significant accounting policies, and
• The financial statements of the group,
which comprise the balance sheet as at
31 December 2022, and income
statement, statement of
comprehensive income, statement of
changes in equity and cash flows for
the year then ended, and notes to the
financial statements, including a
summary of significant accounting
policies.
In our opinion:
• The financial statements comply with
applicable statutory requirements,
• The accompanying financial statements
give a true and fair view of the
financial position of the company as at
31 December 2022, and its financial
performance and its cash flows for the
year then ended in accordance with
the Norwegian Accounting Act and
accounting standards and practices
generally accepted in Norway.
• The accompanying financial statements
give a true and fair view of the
financial position of the group as at 31
December 2022, and its financial
performance and its cash flows for the
year then ended in accordance with
International Financial Reporting
Standards as adopted by the EU.
Our opinion is consistent with our additional
report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and
the Group as required by relevant laws and regulations in Norway and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), 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.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
det internasjonale nettverket BDO, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO 993 606 650 MVA. side 2 av 4
We have been the auditor of Airswift Global AS for two years from the election by the general
meeting of the shareholders on 27 April 2022 for the accounting year 2021.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Description of each key audit matter
Audit approach to each key audit matter
Valuation of goodwill
The group has a significant amount of goodwill
in its balance sheet arising from the acquisition
of Swift Technical Group Holdings Limited and
its subsidiaries and Competentia on 17 June
2021.
Goodwill is allocated to cash-generating units
and is tested for impairment annually, or more
frequently when there is an indication that it
may be impaired.
Valuation of goodwill is a key audit matter
because the assessment process is complex and
is based on numerous judgmental estimates,
and the amount is significant.
Please refer to note 2 and 11 for further
description.
We have undertaken the following procedures
in this area:
• We have reviewed the assumptions
used within the forecast figures. We
have compared these to the actual
results of the Group in the financial
year ended 31 December 2022,
investigating and challenging
management on any unusual or
significant movements expected going
forwards.
• We also reviewed the methodology
applied by management to ensure
consistency with prior year
calculations.
We have applied sensitivity analysis to these
assumptions to consider the headroom
available for increasing and decreasing the
assumptions applied.
Further, we challenged management on the
appropriateness of the discount rate.
We utilized our BDO Valuations specialists to
assist us with the review of management’s
WACC and applied further sensitivities to the
terminal value, reduction in Gross profit,
increase of costs and changes to working
capital to assess the breaking point and
impairment triggers.
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
det internasjonale nettverket BDO, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO 993 606 650 MVA. side 3 av 4
Other information
The Board of Directors and the Managing Director (management) are responsible for the other
information. The other information comprises the Board of Directors’ report and other information
in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information.
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 consolidated financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. 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.
Opinion on the Board of Director’s report
Based on our knowledge obtained in the audit, in our opinion the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly for the statements on
Corporate Governance.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view
in accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and fair presentation of the financial statements of the
group in accordance with International Financial Reporting Standards as adopted by the EU, and for
such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is
not likely that the enterprise will cease operations. The financial statements of the Group use the
going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.
Auditor’s 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 an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs 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.
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
det internasjonale nettverket BDO, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO 993 606 650 MVA. side 4 av 4
For further description of Auditor’s Responsibilities for the Audit of the Financial Statements
reference is made to:
https://revisorforeningen.no/revisjonsberetninger
Report on compliance with Regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Airswift Global AS we have performed an
assurance engagement to obtain reasonable assurance about whether the financial statements
included in the annual report, with the file name 254900CWKUHRNINY3J70-2022-12-31-en.zip, have
been prepared, in all material respects, in compliance with the requirements of the Commission
Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and
regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes
requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of
the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF Regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
BDO AS
Stig Fjelldahl
State Authorised Public Accountant
(This document is signed electronically)
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