Annual Report • Jul 25, 2025
Annual Report
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Annual Report and Consolidated Financial Statements From 1 April 2024 to 31 March 2025

| 1 | Definitions | ||
|---|---|---|---|
| "Administrative Shares" | Subordinated administrative shares | |
|---|---|---|
| "AED" | United Arab Emirates dirham | |
| "AGM" | Annual general meeting | |
| "Amedeo" or "the Asset Manager" | Amedeo Limited | |
| "AR Committee" | Audit and Risk Committee | |
| "Articles" | Company's Articles of Incorporation | |
| "ASKs" | Available Seat Kilometres | |
| "Asset(s)" or the "Aircraft" | Airbus A380 aircraft with MSNs 132, 133, 134 and 136 (together and/or separately). | |
| "ATKs" | Available Tonne Kilometres | |
| "Board" | Company's Board of directors | |
| "Chair" | Chair of the Board | |
| "Code" | The UK Corporate Governance Code | |
| "CORSIA" | Carbon Offsetting and Reduction Scheme for International Aviation | |
| "DTRs" | Disclosure Guidance and Transparency Rules | |
| "DNA3" or the "Company" | Doric Nimrod Air Three Limited | |
| "DNA Alpha" or the "Subsidiary" | DNA Alpha Limited | |
| "EETC" or "Trust Certificates" | Enhanced equipment trust certificates | |
| "Emirates" or the "Lessee" | Emirates Airline | |
| "ESG" | Environmental, Social and Governance | |
| "EU" | European Union | |
| "FCA" | Financial Conduct Authority | |
| "FRC" | Financial Reporting Council | |
| "FVOCI" | Fair value through other comprehensive income | |
| "FVTPL" | Fair value through profit or loss | |
| "GBP", "£" or "Sterling" | Pound Sterling | |
| "Grant Thornton" | Grant Thornton Limited | |
| "GFSC" | Guernsey Financial Services Commission | |
| "GHG" | Greenhouse gas | |
| "Group" | the Company and its subsidiary | |
| "IAS 1" | International Accounting Standard 1 - Presentation of financial statements | |
| "IAS 7" | International Accounting Standard 7 - Statement of Cash Flows |
| "IAS 16" | International Accounting Standard 16 - Property, Plant and Equipment | |
|---|---|---|
| "IAS 21" | International Accounting Standard 21 - The Effects of Changes in Foreign Exchange Rates |
|
| "IAS 36" | International Accounting Standard 36 - Impairment of Assets | |
| "IASB" | International Accounting Standards Board | |
| "IATA" | International Air Transport Association | |
| "ICAO" | International Civil Aviation Organization | |
| "IEnvA" | IATA Environmental Assessment | |
| "IFRS Accounting Standards" | IFRS Accounting Standards as adopted by the EU | |
| "IFRS 7" | Financial Instruments: Disclosures | |
| "IFRS 9" | Financial Instruments | |
| "IFRS 16" | IFRS 16 – Leases | |
| "IFRS 18" | Presentation and Disclosure of Financial Statements | |
| "ISAE 3402" | International Standard on Assurance Engagement 3402 | |
| "ISTAT" | International Society of Transport Aircraft Trading | |
| "JTC" or "Secretary" or "Administrator" | JTC Fund Solutions (Guernsey) Limited | |
| "Registrar" | JTC Registrars Limited | |
| "SAF" | Sustainable Aviation Fuel | |
| "Law" | The Companies (Guernsey) Law, 2008, as amended | |
| "Lease(s)" | Lease of Aircraft to Emirates | |
| "Loan(s)" | Borrowings obtained by the Group to part-finance the acquisition of Aircraft | |
| "LSE" | London Stock Exchange | |
| "MSN" | Manufacturer Serial Number | |
| "NRV" | Net Realisable Value | |
| "Nimrod" or "Corporate and Shareholder Adviser" |
Nimrod Capital LLP | |
| "Pandemic" | COVID-19 pandemic | |
| "Period" | 1 April 2024 until 31 March 2025 | |
| "PLF" | Passenger load factor | |
| "RPKs" | Revenue passenger kilometres | |
| "SDGs" | Sustainable Development Goals | |
| "SFS" | Specialist Fund Segment of the LSE | |
| "Shareholders" or "Members" | Shareholders of the Company |
| "Shares" | Ordinary Preference Shares |
|---|---|
| "Share Capital" | Share capital of the Company |
| "UAE" | United Arab Emirates |
| "UK" | United Kingdom |
| "USD" or "\$" | US dollars |
| "VIU" | Value-in-use |
| Listing | Specialist Fund Segment of the London Stock Exchange's Main Market |
|---|---|
| Ticker | DNA3 |
| Share Price | 63.0 pence (as at 31 March 2025) 62.25 pence (as at 21 July 2025) |
| Market Capitalisation | GBP136.95 million (as at 21 July 2025) |
| Current Dividend / Future Anticipated Dividend | Current dividends are 2.0625 pence per quarter per share (8.25 pence per annum) and it is anticipated that this will continue until the October 2025 dividend, which is expected to be the last quarterly dividend paid by the Company. |
| Dividend Payment Dates | July, October |
| Currency | Sterling |
| Launch Date / Share Price | 2 July 2013 / 100 pence |
| Incorporation and Domicile | Guernsey |
| Aircraft Registration Number (Manufacturer's Serial Number and Lease Expiry Dates include a two year extension) |
A6-EEK (MSN 132 - 29 August 2025) A6-EEO (MSN 136 - 29 October 2025) A6-EEM (MSN 134 - 14 November 2025) A6-EEL (MSN 133 - 27 November 2025)* |
| Asset Manager | Amedeo Limited |
| Corporate and Shareholder Adviser |
Nimrod Capital LLP |
| Administrator | JTC Fund Solutions (Guernsey) Limited |
| Auditor | Grant Thornton Limited |
| Independent Market Makers | Investec Bank Plc, Jefferies International Ltd, Panmure Liberium Ltd, Peel Hunt LLP, Shore Capital Ltd, Winterflood Securities Ltd |
| SEDOL, ISIN, LEI | B92LHN5, GG00B92LHN58, 213800BMYMCBKT5W8M49 |
| Year End | 31 March |
| Website | www.dnairthree.com |
* In accordance with a signed lease side letter, the sale and transfer of MSN 133 to Emirates is scheduled to occur earlier, on 27 August 2025, upon payment of the agreed purchase price.
DNA3 is a Guernsey company incorporated on 29 March 2012.
Pursuant to the Company's Prospectus dated 20 June 2013, the Company, on 2 July 2013, offered its Shares for issue by means of a placing and raised approximately GBP 211 million by the issue of Shares at an issue price of 100 pence per share. The Company's Shares were admitted to trading on the SFS on 2 July 2013.
As at 21 July 2025, the last practicable date prior to the publication of this report, the Company's total issued Share capital consisted of the Administrative Shares and 220,000,000 Shares. The Shares were trading at 62.25 pence per Share.
The Company's investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft. To pursue its investment objective, the Company used the net proceeds of the placing together with debt facilities (or instruments), to acquire four Airbus A380 Aircraft which are leased to Emirates, the national carrier owned by The Investment Corporation of Dubai based in Dubai, UAE.
The Company has one wholly owned subsidiary, DNA Alpha, which holds the Assets for the Company.
The first Asset was acquired by DNA Alpha on 29 August 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha entered into an operating Lease with Emirates, pursuant to which the first Asset was leased to Emirates for an initial term of 10 years, ended August 2023, with an extension period of two years ending August 2025, in which rental payments reduced. The loan terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including the final rental prepayment in the event that the extension was not utilised.
The second Asset was acquired by DNA Alpha on 29 October 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha entered into an operating Lease with Emirates, pursuant to which the second Asset was leased to Emirates for an initial term of 10 years, ended October 2023, with an extension period of two years ending October 2025, in which rental payments reduced. The loan terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including the final rental prepayment in the event that the extension was not utilised.
The third Asset was acquired by DNA Alpha on 14 November 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha entered into an operating Lease with Emirates, pursuant to which the third Asset was leased to Emirates for an initial term of 10 years, ended November 2023, with an extension period of two years ending November 2025, in which rental payments reduced. The loan terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including the final rental prepayment in the event that the extension was not utilised.
The fourth Asset was acquired by DNA Alpha on 27 November 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha entered into an operating Lease with Emirates, pursuant to which the fourth Asset was leased to Emirates for an initial term of 10 years, ended November 2023, with an extension period of two years ending November 2025, in which rental payments reduced. The loan terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including the final rental prepayment in the event that the extension was not utilised.
DNA Alpha acquired the Assets, using a combination of a portion of the proceeds of the issue of the Ordinary Shares by the Company together with the proceeds of the sale of equipment trust certificates issued by DNA Alpha and the initial rent payment pursuant to the relevant operating Leases. The equipment notes were acquired by two separate pass through trusts using the proceeds of their issue of EETCs as detailed within the offering circular issued by DNA Alpha dated 10 July 2013.
Further information about the construction of these Leases is available in note 12 to the Consolidated Financial Statements.
The EETCs, with an aggregate face amount of approximately USD630 million, were admitted to the official list of the Euronext Dublin and traded on the Main Securities market thereof and matured on 30 May 2023.
The Company has reached an agreement with Emirates for the sale of the four Assets (Airbus A380-861 aircraft bearing MSNs 132, 133, 134 and 136) to Emirates, with completion expected on the respective Lease End Dates between August and November 2025. For MSN 133, completion is scheduled for 27 August 2025, in accordance with the applicable lease side letter. Following completion of the sale of all four Assets, the Directors intend to distribute the net sale proceeds to Shareholders, subject to applicable laws and solvency requirements. Additional information is provided in the announcement released on 11 July 2025, as well as in the Viability Statement and Going Concern disclosures within this Annual Financial Report.
The Company currently targets a distribution of 2.0625 pence per Share per quarter. It is anticipated that quarterly distributions will continue until the October 2025 dividend, which is expected to be the last dividend paid by the Company.
The payment of dividends to Shareholders cannot be guaranteed, and if dividends are indeed paid, there is uncertainty regarding the timing and amount of such payments. Additionally, there is no assurance that the Company will consistently meet the solvency test outlined in section 304 of the Law, which is necessary for the Directors to authorise dividend payments.
All payments by Emirates have, to date, been made in accordance with the terms of the respective Leases.
During the financial year under review and in accordance with the Distribution Policy, the Company declared four interim dividends of 2.0625 pence per Share. Two interim dividends of 2.0625 pence per Share had been declared after the reporting period. Further details of dividend payments can be found on page 21.
The Directors intend to distribute the sale proceeds to Shareholders together with the remaining cash holdings, net of any liquidation and other costs and assuming successful completion and no further unexpected costs or events, as soon as possible following the last Lease End Date and subject to the relevant solvency tests, laws and regulations.
Following the completion of the sale of all Assets, the Directors intend to return to Shareholders the net capital proceeds in the first calendar quarter of 2026. It is currently anticipated that the process for liquidation of the Company will commence as soon as practicably possible thereafter. Although the Company does not have a fixed life, the Articles require that, in any event, the Directors convene a general meeting of the Company in November 2026 where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up.
I am pleased to present to you the Company's Annual Financial Report and Consolidated Financial Statements for the 12-month period ended 31 March 2025.
The Company's investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft. In 2013, the Company acquired four Airbus A380s that were then all leased to Emirates for twelve years. The Company's first scheduled Lease expiry falls due in August 2025 and the last in November 2025.
On the income objective, I am delighted to say that during the Period the Company continued to declare and pay four quarterly dividends of 2.0625 pence per Share each, a rate of dividend payment amounting to 8.25 pence per Share per annum.
The structures of the operating Leases relating to the Company's four Aircraft are described on page 63. The debt portion of the funding was designed to be fully amortised over the term of the Leases, which would leave the Aircraft unencumbered on the conclusion of the ultimate Lease. As previously reported, all debt associated with the Company's Aircraft has been fully repaid.
Emirates bears all costs (including maintenance, repair and insurance) relating to the Aircraft during the lifetime of the Leases. All payments by Emirates due under the Leases during the year and throughout the Lease have been made in accordance with the terms of the Leases.
At the time of writing the share price is 62.25 pence, representing a market capitalisation of GBP 136.95 million based on the 220,000,000 Shares in issue. The shares performed well over the year as the sales of a number of Emirates leased Airbus A380s were announced during the year. Performance was also supported by the regular quarterly dividend payment.
In mid July 2025 I was pleased to announce that the Company had now reached agreement with Emirates that it will sell the four Aircraft to Emirates. The dates of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being between 29 August 2025 and 14 November 2025) and 27 August 2025 for MSN 133.
The total aggregate consideration to be paid by Emirates to the Company is GBP £131.91 million for the four Assets (equivalent to approximately USD180 million in total, comprising, for each Aircraft, USD25 million for the purchase of the title, and USD20 million for the buyout of the return conditions).
I announced the Company's intention to distribute the sale proceeds to Shareholders together with the remaining cash holdings, net of any liquidation and other costs and assuming successful completion and no further unexpected costs or events, as soon as possible following the last Lease End Date and subject to the relevant solvency tests, laws and regulations.
Payment of monies to Shareholders is therefore currently expected to be made in the first calendar quarter of 2026.
According to its June 2025 report on global economic prospects, the World Bank expects a total global gross domestic product (GDP) growth rate of 2.3% and 2.4% for each of 2025 and 2026, respectively. GDP growth and air passenger traffic growth are strongly correlated.
The year 2024 was marked by the continued recovery of air passenger traffic, measured in RPKs, which had already caught up to the 2019 levels in February 2024. RPK growth compared to 2023 amounted to an increase of 10.4%. The supply of capacity, measured in ASKs, increased by 8.7%. The average PLF was 83.5%, an improvement of 1.3 percentage points from the previous year. International travel – measured in RPKs – was up 13.6% in 2024. The strongest improvements in international traffic were observed in the Asia-Pacific region, with an increase in RPKs of 16.9%. Global domestic travel increased by 5.7% between January and December 2024 compared to the previous year.
The Middle East, where the Lessee is located, recorded an RPK increase of 9.5% in 2024. Capacities, measured in ASKs, expanded by 8.4% with a 0.8 percentage point increase of the average PLF to 80.8%.
In April 2025, RPKs globally increased by 8.0% compared to the same period in the previous year, the strongest growth since January. International RPK rose 10.8% year-over-year, outpacing the 8.5% increase in capacity, which boosted PLF to 84.1%, the highest April PLF recorded in the international market. All regions posted growth, with Asia-Pacific and African airlines gaining the most. India and Brazil led domestic market growth, while the US posted its third straight month of year-over-year traffic declines. The number of passenger flights scheduled worldwide is expected to expand 3.6% year-over-year in June, following a 3.1% growth in May.
As per the Global Outlook for Air Transport from December 2024, IATA forecasts the airline industry's profitability to increase, reaching USD36.6 billion in 2025, a year-over-year improvement of 16.2%. For 2024 a net profit of USD31.5 billion is expected, while final numbers have not yet been released.
Further details on Emirates and the A380 can be found in the Asset Manager's Report on pages 9 to 13.
Our Asset Manager, Amedeo, continues to monitor the Leases, is in frequent contact with the Lessee, particularly recently following the negotiation of the agreement for the sales of the Aircraft, and reports regularly to the Board.
Nimrod, our Corporate and Shareholder Adviser, continues to liaise with Shareholders alongside or on behalf of the Board and has provided valuable feedback on the views of Shareholders. The Board encourages Shareholders to read the Company's quarterly fact sheets which we believe provide a great deal of interesting information. We hope these regular reports, in addition to the communication you receive from Nimrod, are useful and informative. The Directors welcome shareholder engagement and feedback and encourage you to contact Nimrod to request a meeting or to relay any feedback.
Further information on stakeholder engagement (section 172 of the UK's Companies Act 2006) can be found on pages 29 to 30.
I would like to close by thanking my fellow Board members, the Corporate and Shareholder Adviser, Asset Manager and all other service providers who continue to service the Company. They have all contributed to positioning us well to deliver the value for our Shareholders that we have achieved not only during the period but also post period end with the agreement to sell all four Aircraft to Emirates.
Despite challenging market conditions over some of the 12 years since our admission to the stock market, the Company has consistently paid its regular quarterly dividends and is on course to deliver a capital return, in accordance with the clear objectives at the outset, transparently delivered throughout and shortly to be fully executed.
Most importantly, on behalf of the Board, I would like to thank all Shareholders for your continued support throughout the life of the Company.
Andreas Tautscher Chair
23 July 2025
At the request of the Directors of the Company, this commentary has been provided by the Asset Manager of the Company. The report reflects the information available at the end of March 2025 unless otherwise noted.
The Company acquired four Airbus A380 aircraft by the end of November 2013. Since delivery, each of them has been leased to Emirates – the national carrier owned by the Investment Corporation of Dubai, based in Dubai, UAE – for a term of 12 years with fixed lease rentals for the duration. To complete the purchase, DNA Alpha, a wholly owned subsidiary of the Company, issued EETCs – a form of debt security – in the aggregate face amount of USD630 million. In May 2023, DNA Alpha fully repaid all outstanding EETC obligations.
In 2024 the Company announced that DNA Alpha had received notices from Emirates that it was exercising the options to redeliver MSNs 132, 133, 134 and 136 in the minimum condition equivalent to "half-life", together with a cash sum, as opposed to delivery in full-life condition.
Subsequently, in July 2025, the Company reached an agreement with Emirates so that, at the respective Lease End Dates for each of the three A380 aircraft (MSNs 132, 134 and 136), currently expected to be between 29 August 2025 and 14 November 2025, the Company will sell the respective assets to Emirates. Title transfer for MSN 133 has been agreed for 27 August 2025 to facilitate required maintenance scheduled to take place outside of Dubai. The total aggregate consideration to be paid by Emirates to the Company is GBP131.91 million for the four Aircraft, equivalent to USD180 million in total, comprising, for each Aircraft, USD25 million for the purchase and USD20 million for the buyout of the return conditions.
Until the respective title transfer dates, the operating leases will continue as contracted.
Aircraft utilisation for the period from delivery of each Airbus A380 until the end of March 2025 was as follows:
| MSN | Delivery Date | Flight Hours | Flight Cycles | Average Flight Duration |
|---|---|---|---|---|
| 132 | 29/08/2013 | 41,796 | 5,168 | 8h 5m |
| 133 | 27/11/2013 | 42,496 | 4,980 | 8h 32m |
| 134 | 14/11/2013 | 40,040 | 4,618 | 8h 40m |
| 136 | 29/10/2013 | 41,990 | 4,766 | 8h 49m |
Emirates maintains its A380 aircraft fleet based on a programme according to which minor maintenance checks are performed every 1,500 flight hours and more significant maintenance checks (C checks) at 36-month or 18,000-flight hour intervals, whichever occurs first.
The Asset Manager conducted physical inspections and records audits of the Aircraft as per the below table. The condition of the respective Aircraft and its technical records were in compliance with the provisions of the respective Leases.
| MSN | Last Inspection | MSN | Last Inspection |
|---|---|---|---|
| 132 | 03/2025 | 134 | 03/2025 |
| 133 | 03/2025 | 136 | 03/2025 |
According to its June 2025 report on global economic prospects, the World Bank expects a total global gross domestic product (GDP) growth rate of 2.3% and 2.4% for each of 2025 and 2026, respectively. GDP growth and air passenger traffic growth are strongly correlated.
The year 2024 was marked by the continued recovery of air passenger traffic, measured in RPKs, which had already caught up to the 2019 levels in February 2024. RPK growth compared to 2023 amounted to an increase of 10.4%. The supply of capacity, measured in ASKs, increased by 8.7%. The average PLF was 83.5%, an improvement of 1.3 percentage points from the previous year. International travel – measured in RPKs – was up 13.6% in 2024. The strongest improvements in international traffic were observed in the Asia-Pacific region, with an increase in RPKs of 16.9%. Global domestic travel increased by 5.7% between January and December 2024 compared to the previous year.
The Middle East, where the Lessee is located, recorded an RPK increase of 9.5% in 2024. Capacities, measured in ASKs, expanded by 8.4% with a 0.8 percentage point increase of the average PLF to 80.8%.
In April 2025, RPKs globally increased by 8.0% compared to the same period in the previous year, the strongest growth since January. International RPK rose 10.8% year-over-year, outpacing the 8.5% increase in capacity, which boosted PLF to 84.1%, the highest April PLF recorded in the international market. All regions posted growth, with Asia-Pacific and African airlines gaining the most. India and Brazil led domestic market growth, while the US posted its third straight month of year-over-year traffic declines. The number of passenger flights scheduled worldwide is expected to expand 3.6% year-over-year in June, following a 3.1% growth in May.
As per the Global Outlook for Air Transport from December 2024, IATA forecasts the airline industry's profitability to increase, reaching USD36.6 billion in 2025, a year-over-year improvement of 16.2%. For 2024 a net profit of USD31.5 billion is expected, while final numbers have not yet been released.
© International Air Transport Association, 2025. Air Passenger Market Analysis December 2024 and February 2025. Global Outlook for Air Transport – December. Available on the IATA Economics page.
During the first half of Emirates' 2024/25 financial year, the carrier increased scheduled flights to eight cities: Amsterdam, Cebu, Clark, Luanda, Lyon, Madrid, Manila and Singapore.
Between April and September 2024 Emirates extended its partnerships by entering into seven new agreements with codeshare, interline and intermodal partners including AirPeace, Avianca, BLADE, ITA Airways, Iceland Air, SNCF Railway and Viva Aerobus.
In October 2024, Emirates signed a memoranda of understanding with Vietnam Airlines and VietJet to improve connectivity and travel choices between its Dubai hub and the Vietnamese gateways Ho Chi Minh City and Hanoi. This step will enhance the existing cooperation and could also add reciprocal loyalty benefits.
Emirates is set to introduce three new destinations in Asia later this year. From 1 July 2025, the airline will extend its presence to mainland China with the introduction of daily non-stop flights to Shenzhen from its Dubai hub. In addition, from June, it will connect Da Nang in Vietnam and Siem Reap in Cambodia through Bangkok. Together, this will reportedly result in the "most diversified route network among any non-Asian airline in East Asia", according to a press release of Emirates. In total, the airline will offer 269 flights per week from Dubai to 24 points in the region.
After a pandemic-induced pause, which lasted nearly five years, Emirates brought back the A380 on its daily service to Copenhagen, the capital of Denmark. The two-class configuration offers 615 seats.
Due to the lack of availability of similar-sized replacement aircraft and delays in the delivery of new aircraft ordered, Emirates plans to keep its A380s flying until the late 2030s with corresponding extensions of aircraft leases, according to a statement made in March 2024.
At the 2023 Dubai Air Show, Emirates added a number of aircraft to its existing order book for a combined list price value of USD58 billion.
In June 2024, Emirates claimed that the delivery delay of the Boeing 777X will cost the airline USD4 billion in refurbishment of its existing A380 and 777 fleet. To maintain its existing network, Emirates has also extended lease agreements and bought a number of the previously leased aircraft, including A380s.
In November 2024, Emirates President Tim Clark hinted at increasing the order book for the A350, as the UAE carrier enters an "expansionist period". "We are a frustrated entity because we need airplanes and we need them like now", said Clark in response to the continuing delivery delays of new aircraft. "Had the 777-9 been delivered to us, we would have 85 [new aircraft] by now".
The retrofit program on its Boeing 777s and A380s is making good progress. Extended in May 2025, this program now encompasses 110 A380s and 109 777s with a combined investment volume of USD5 billion.
Emirates has ordered a total of 205 units, a mix of 777-8 and 777-9 aircraft. However, the delivery of the first 777-9 has been deferred multiple times from its original delivery date in 2020.
In August 2024, Boeing temporarily suspended test flights with the aircraft after a structural component between the engine and aircraft structure "did not perform as designed", according to the manufacturer. Flights resumed in January this year. In the same month, Boeing disclosed it expects the first delivery of a 777-9 to happen in 2026, with Lufthansa now being selected as the launch customer. During Boeing's Q1 25 earnings call, their CEO noted that 777X testing had been expanded in the first quarter and reiterated the company's desire to deliver the first aircraft in 2026. Emirates is less optimistic. The largest customer for this aircraft type does not expect the first plane to arrive in Dubai before the second quarter of 2027. It could even slip into 2028, according to a report from Bloomberg, which claims the airline's own budgeting does not account for the new jet in 2027.
With Airbus A380s and Boeing 747s no longer available for order, the Boeing 777X is currently the biggest aircraft in production but has not yet been certified.
Emirates holds orders for 20 Boeing 787-8s and 15 Boeing 787-10s. However, the airline did not share an updated delivery timeline after the initial target of May 2023 had long expired.
An order of a further 15 A350-900s placed during the 2023 Dubai Air Show increases the number of A350-900 widebody aircraft ordered by Emirates to 65. The first aircraft was delivered to Emirates in late November 2024. Its first scheduled commercial A350 flight was on 3 January 2025 to Edinburgh, the capital of Scotland. At the end of March 2025, Emirates' in-service fleet consisted of four A350s, with a further 16 deliveries expected in financial year 2025/26. For the summer the operator announced seven destinations with A350 services including Tunis, Amman, Istanbul, Dammam, Ho Chi Minh City, Baghdad and Oslo. It also accelerated the announced deployment date for Bologna.
With the A350 Emirates aims to expand into new destinations globally, "including mid-sized airports unsuited for larger aircraft", according to an Emirates' press release. Two versions of the aircraft will allow service to regional routes as well as ultra long-haul routes with up to 15 hours of flight time.
Emirates Airline reported its best result in history for financial year 2024/25 with record revenue of AED127.9 billion (USD34.9 billion) and record profit before tax of AED21.2 billion (USD5.8 billion), up 20% from last year. After accounting for the new UAE 9% corporate tax being applied for the first time since its introduction in 2023, profit after tax was AED19.1 billion (USD5.2 billion). Robust consumer demand for air travel, reducing fuel costs and a strong cargo market were key factors in Emirates record results.
Passenger revenue increased 3% to AED103.8 billion (USD27.9 billion) while total passengers carried also increased by the same percentage. The capacity measured in ASKs grew by 4.3%. At the same time, RPKs increased by 3.0% Load factors were down by 1.8 percentage points in the economy cabin to 80.2%, but increased by 3.3 percentage points in premium cabins to 72.7% (first, business and premium economy). This increase is largely driven by strong demand for Emirates' premium economy offering, which they intend to expand to 22 additional destinations in the coming year.
Total operating costs of the airline increased 4.4%. With a share of 30.8% fuel was the largest expense, decreasing by 4.7% for financial year 2024/25, a combination of a 10% drop in fuel prices and 5% greater consumption.
Emirates' balance sheet is characterised by strong liquidity, relatively low leverage and a strong capital base. As of 31 March 2025, Emirates' total liabilities decreased by 5.3% to AED111.2 billion (USD30.3 billion) compared with the end of the previous financial year. Total equity came in at AED56.8 billion (USD15.5 billion), an improvement of 22.2% since the beginning of the financial year. Emirates' equity ratio stood to at 33.8%.
Closing out financial year 2024/25, the record cash position amounted to AED49.7 billion (USD13.5 billion), after an AED2.0 billion (USD545 million) dividend payout to its shareholder for the previous financial year. Emirates continues to use a diverse variety of financing sources to fund new deliveries: cash reserves, operating leases, debt financing from local banks and export credit agency supported financing.
Days before the United States announced its latest global levies on international trade in early April 2025, Emirates President Tim Clark warned that the aviation industry is in "uncharted territory" with the new US tariff regime, "because it involves a measure of reset to a level that the global economy probably hasn't seen since the financial crisis of 2008-2009". While the impact on the global economy and discretionary demand for leisure travel is not clear yet, he believes that Emirates and the industry can weather the storm. "Business models like Emirates, given the international scope of what it does, the strength of what it does, will be able to ride this particular wave", he said.
When Emirates ferried its first A350 from Toulouse (France) to Dubai in November 2024 it took the opportunity to power the engines with a blend of jet fuel and SAF. This is the most recent example of the airline's commitment to advanced fuel solutions, which also includes a USD200 million commitment the airline has made in 2023 to fund research and development projects focussed on reducing the impact of fossil fuels in commercial aviation.
The Emirates Group, comprising of Emirates Airline and aviation services provider dnata, has partnered with Moro Hub, reportedly the world's largest solar-powered data centre. Starting from mid-2026, the Emirates Group plans to relocate its own data centre to Moro Hub. Moro Hub will offer extensive co-location services including rack space, power, cooling, equipment supply, and other associated services. Procuring the 3,000 megawatts annually required to power the Group's data centre from renewable sources will help to reduce the environmental footprint.
Source: AeroTelegraph, Cirium, CNBC, Emirates, Reuters
According to Cirium, as of the end of March 2025 the global A380 fleet consisted of 201 aircraft operated by 12 airlines. Of these, 171 were in service. The remainder of the fleet is currently parked. The 12 operators are Emirates (118), Singapore Airlines (13), British Airways (12), Etihad Airways (10), Qantas (10), Qatar Airways (10), Deutsche Lufthansa (8), Korean Air Lines (7), Asiana Airlines (6), Air France (3), All Nippon Airways (3) and HiFly Malta/Global Airlines (1). Another 18 aircraft are registered with non-airline entities.
Korean Air revealed plans to prolong the service of its A380 beyond its originally planned retirement in 2026. Due to delays in the delivery of new aircraft the carrier will phase out its A380s and Boeing 747-8s only once the replacement aircraft have arrived.
After nearly three years on the ground, the first prototype of the A380 has returned to the skies. In March 2025 Airbus kicked off a series of test flights to "enable the certification of the latest developments that keep the A380 in-service fleet flying at the highest of safety and reliability standards", according to a social media account of Airbus.
Source: CH Aviation, Cirium
As at 31 March 2025, the Company had four Directors, all of whom were independent and non-executive.
Andreas Tautscher brings over 34 years' financial services experience. He is also a non-executive director of Globalworth PLC which is an AIM listed Central European property Group. Andreas has been appointed as Chairman of Real Estate Credit Investments Limited a company listed on the Main Market of the LSE. He is an independent director of Northern Trust Guernsey Limited and a number of private investment companies. Andreas is a director of Arolla Partners, an independent director services business in the Channel Islands. From 1994 to 2018 Andreas held various roles at Deutsche Bank and was CEO of Deutsche Bank International and Head of Financial Intermediaries for EMEA and LATAM. He was previously a non-executive director of the Virgin Group. Andreas qualified as a Chartered Accountant in 1994.
Andreas stepped down as Chair of the Company's Nomination Committee with effect from 11 October 2023, as part of the Company's succession plan. He is resident in Guernsey.
Geoffrey Hall has extensive experience in asset management, having previously been Chief Investment Officer of Allianz Insurance plc, a major UK general insurance company and an investment manager at HSBC Asset Management, County Investment Management and British Railways Pension Funds and a director of Capital Wharf Management Company Limited.
Geoffrey earned his master's degree in Geography at the University of London and is an associate of the CFA Society of the UK. He is resident in the UK.
A Chartered Director, Fellow of the Institute of Directors and Chartered Accountant (FCA), Fiona is a non-executive director with over 27 years' experience working in financial services in both London and the Channel Islands with experience in accounting, tax, strategy, marketing, PR and the regulatory and listed company environments. She is also a member of the AIC Channel Islands Committee.
Until the end of July 2020, Fiona was CEO of The International Stock Exchange Group Limited and prior to that she was CEO of Guernsey Finance, the promotional body for Guernsey's finance industry internationally. Previously she was an auditor and latterly tax adviser at PwC (London and Channel Islands) and KPMG (Channel Islands) for over 13 years. Fiona is resident in Guernsey.
Theresa has over 30 years' experience in the aircraft finance and leasing industry. Having trained and spent her early career as a solicitor in the City of London, Theresa moved into the industry where she held a number of senior positions, most recently and until 2019, as Group Director of Aircraft Finance and Leasing for Thomas Cook Group plc where she was responsible for all related activities for the Group's international fleet of aircraft. Theresa is Chair of the Company's Nomination Committee.
Since 2020, Theresa has been providing aviation consultancy services and maintains a practicing certificate as a solicitor in England and Wales. She is resident in the UK.
The Directors, whose details are set out on page 14 are responsible for reviewing the business affairs of the Group in accordance with the Articles and have overall responsibility for the Group's activities including all business decisions, review of performance and authorisation of distributions. The Company has delegated management of the Group's Aircraft to Amedeo, which is a company incorporated in Ireland. Further details are outlined below under the heading Asset Manager. The Board has appointed Nimrod, which is authorised by the FCA, to act as the Corporate and Shareholder Adviser of the Company. The Directors delegate secretarial and administrative functions to JTC which is a company incorporated in Guernsey and licenced by the GFSC for the provision of administration services. The registrar function is delegated to the Registrar, which is licensed and regulated by the GFSC.
Amedeo was appointed by the Company, pursuant to the Agency Agreement, to assist the Group and act as the Group's agent, in relation to the arrangement, negotiation, review, approval, execution and management on behalf of the Group of the acquisition of the Assets, the borrowings of the Group relating to the acquisition of the Assets and the operating Leases.
Amedeo has also been appointed by the Company to provide asset management services to the Group. Pursuant to the Asset Management Agreement, Amedeo will: (i) monitor Emirates' and any subsequent Lessees' performance of its obligations under the respective operating Leases and any subsequent lease respectively (which shall include the obligations relating to the maintenance of insurance cover); (ii) provide the Group with information regarding alternatives with respect to any potential sale or re-lease of the Assets; (iii) carry out mid-lease inspections of the Assets; (iv) provide the Group with asset monitoring reports describing the state and any material changes to the state of the Assets; and (v) liaise, as and when necessary, with lenders, on all matters relating to the loans, as required. Amedeo has further undertaken that it will dedicate sufficient time and resources as it reasonably believes is required from time to time to fulfil any contractual arrangements it enters into with the Company.
Amedeo is a subsidiary of Amedeo Capital Limited, a Cayman company engaged in the business of aircraft operating leasing and management.
Amedeo is a recognised aircraft asset manager and principal investor in leasing transactions to customer airlines globally. The aircraft portfolio currently managed by the Amedeo Group, includes twenty aircraft. The value of assets under management is c. USD2 billion, which includes commercial airliners A380, A350, A330 and Boeing 777. Amedeo is a member of ISTAT.
For further information about the Amedeo Group, please visit www.amedeo.aero.
Nimrod, which is authorised by the FCA, has been appointed as the Corporate and Shareholder Adviser by the Company.
Nimrod was founded in 2008 as an independent organisation which specialises in generating and sourcing interesting investment funds, themes and solutions managed by experts in their fields for the professional investor marketplace. It has launched nine listed investment companies since its formation and it also provides investment, marketing, distribution and advisory services to investment companies and their boards and managers.
For further information about the Nimrod, please visit www.nimrodcapital.com.
JTC is an independent provider of institutional and private client services to clients in numerous jurisdictions and is a member of the JTC Group. For further information about the JTC Group, please visit www.jtcgroup.com.
JTC is a Guernsey incorporated company and provides administration and secretarial services to the Group pursuant to an Administration and Secretarial Agreement. In such capacity, JTC is responsible for the general secretarial functions required by the Law and assists the Group in its compliance with its continuing legal and regulatory obligations, as well as providing advice on good corporate governance and best practice for a publicly traded company.
JTC is also responsible for the Group's general administrative functions and for the preparation of unaudited half-yearly and audited annual financial reports, subject to the direction and oversight of the Board.
The Registrar is the Company's CREST compliant registrar. The Registrar is responsible for the maintenance of the Company's Share register and for the processing of dividend payments and stock transfers. The Registrar is licensed and regulated by the GFSC and further information about Registrar may be found at www.jtcgroup.com.
The Board keeps under review the performance of the Asset Manager, Corporate and Shareholder Adviser, Secretary, Administrator and the Registrar and the powers delegated to each service provider. In the opinion of the Board, the continuing appointments of the service providers on the terms agreed are in the interests of the Company's Shareholders as a whole.
A full list of the Company's service providers is set out on page 71.
A description of important events which have occurred during the financial year under review, their impact on the performance of the Group as shown in the Annual Financial Report and Consolidated Financial Statements and a description of the principal risks and uncertainties facing the Group is given in the Chair's Statement, Asset Manager's Report, Statement of Principal Risks and the Notes to the Consolidated Financial Statements contained on pages 51 to 70 and are incorporated here by reference.
There were no material related party transactions which took place in the financial year, other than those disclosed at note 21 to the Consolidated Financial Statements.
The Board has undertaken a robust assessment of the principal severe but plausible principal risks facing the Group and have undertaken a detailed review of the effectiveness of the risk management and internal control systems. The Board is comfortable that the risks are being appropriately monitored and controlled since it receives regular risk reports from the AR committee concerning its analysis of the risks facing the Group and of the effectiveness of the countervailing measures in place to control those risks.
The risks set out below are those which are considered to be the material risks but are not the only risks. Additional risks and uncertainties of which the Group is presently unaware or that the Group currently believes are immaterial may also adversely affect its business, financial condition, results of operations or the value of the Shares.
In prior years, the Group's disclosed risks included borrowings and financing risk, secondary market risk, aircraft preservation risk and valuation risk. These risks are no longer considered relevant due to the full repayment of all Group debt, the agreement for the sale of all Aircraft to Emirates and the fact that residual value and the impairment assessment are now based on the agreed net sale prices rather than secondary market valuations. The Group's current principal risks therefore focus on operational, investment, credit and regulatory matters relating to the wind-down and completion of the sale process.
The principal risks associated with the Group are:
There are further risks associated with the expiry of the Lease agreements. This risk has been mitigated through the appointment of an Asset Manager who is responsible for negotiating the end of Lease process in the best interests of the Company and in compliance with the agreed Lease contracts. The Asset Manager is responsible for planning, understanding the costs involved in long term storage and ensuring the Company has sufficient funds available to cover these costs. The Asset Manager further performs regular checks on the Aircraft owned by the Company and updates the Board of any material developments.
Further to the recently agreed sale of the Assets to Emirates, the Board anticipates that these risks are expected to diminish significantly as the Group transitions to wind-down and liquidation.
• Credit risk: Emirates is the sole Lessee of the Assets and is headquartered in the Middle East. Should Emirates default on the rental payments due to domestic events, events in the wider airline industry or other reasons it is unlikely the Company will be able to meet its targeted dividends or, in the case of ongoing default, continue as a going concern. Historically, the risk of default was mitigated by the ability of the Group to sell or re-lease the Assets in the event of a single default, together with the financial position of Emirates. However, this could be impacted by market conditions at the time. The Board monitors the
financial performance of Emirates on an ongoing basis. At the date of signing of this report, a sale in principle of all four Assets to Emirates has been agreed, further mitigating residual credit risk.
Following the sale of the Assets, the Company is exposed to credit risk in respect of the significant cash proceeds held prior to their return to Shareholders. To mitigate this risk, the Board has adopted a prudent treasury policy that includes diversifying holdings across multiple financial institutions and limiting exposure to any single bank. Cash balances are held only with counterparties that meet minimum credit rating thresholds, as assessed by independent rating agencies and are regularly reviewed by the Board to ensure continued compliance with the policy.
• Regulatory risk: The Group is required to comply with the DTRs of the FCA and the requirements imposed by the Law and any other legislation and regulations as applicable. Any failure to comply could lead to criminal or civil proceedings. Although responsibility ultimately lies with the Board, the Board is assisted by the Secretary which also monitors compliance with regulatory requirements. The Board remains committed to meeting all regulatory requirements through the completion of the sale transactions and during the wind-down and liquidation phase.
The Board has developed and continues to maintain a risk matrix for the Group which is reviewed regularly. The Board continually monitors emerging risk areas relevant to the performance of the Group including those that would threaten its business model, future performance, solvency and liquidity on an ongoing basis. The Board receives from the Company's Asset Manager quarterly reporting confirming the Asset Manager's obligations and highlighting key issues and risks to be brought to the Group's attention.
Additional risks and uncertainties of which the Board is presently unaware may also adversely affect its business, financial condition, results of operations or the value of shares. Further, financial risk management objectives and policies have been disclosed in note 18 to the Consolidated Financial Statements.
The Company has implemented measures designed to ensure its compliance with the EU General Data Protection Regulation (EU) 2016/679 and associated legislation in Guernsey. The Company has also issued a privacy notice explaining the data it holds, how the data is used and its procedures for processing this data. This notice is available for review on request from the Secretary.
During the reporting period ended 31 March 2025, the Group's principal activity was the leasing of four Aircraft to Emirates. All lease payments were received from Emirates in accordance with contractual terms and the Group maintained sufficient liquidity to meet all operational and financial obligations throughout the period. The Group's principal activities are set out within note 1 to the Consolidated Financial Statements. The financial position of the Group is set out on page 48.
As announced on 11 July 2025, the Group and Emirates reached an agreement that the Group will sell the four Assets to Emirates. The date of the sales are expected to be the Lease End Dates for MSNs 132,134 and 136 (being 29 August 2025, 29 October 2025 and 14 November 2025 respectively) and 27 August 2025 for MSN 133.
Until the Lease End Date and (27 August 2025 for MSN 133), it is expected that the operating Leases will continue as contracted.
The date of title transfer for MSN 133 has been agreed to facilitate required maintenance scheduled to take place outside of Dubai.
The total aggregate consideration to be paid by Emirates to the Group is GBP131.91 million for the four Assets (equivalent to approximately USD180 million in total).
Following receipt of all sale proceeds and settlement of all liabilities and costs, the Board intends to distribute the net proceeds to Shareholders, net of any liquidation and other costs and assuming successful completion and no further or unexpected costs or events, as soon as possible following the last Lease End Date and effect a solvent voluntary liquidation.
Following the completion of the sale of all the Group's Aircraft to Emirates and in accordance with the Articles of Association, the Directors intend to proceed to an orderly wind-up of the Group. Accordingly, the Group no longer meets the definition of a going concern (i.e. an entity which will continue its operations for the foreseeable future).
After having considered the above, the Directors have concluded that it is appropriate to prepare the Consolidated Financial Statements on a basis other than going concern.
Under a basis other than going concern, the Aircraft is measured at NRV, based on conditions existing at the end of the reporting period. NRV is defined as the sales proceeds less sales related costs. All other assets and liabilities have been assessed as not materially different to the amortised cost as disclosed in the corresponding accounting policies set out in note 2 to the Consolidated Financial Statements.
Assets and liabilities have been reclassified from non-current to current. 'Property, Plant and Equipment – Aircraft' has been reclassified from non-current to current, due to the agreed sales of the Aircraft to Emirates. The sales are expected to be completed within 12 months post year end.
Notwithstanding the determination that it is appropriate to prepare the Consolidated Financial Statements on a basis other than going concern, the Directors consider that the Group remains solvent and is able to meet its liabilities as they fall due.
In considering the Group's solvency and ability to meet liabilities as they fall due until the completion of the liquidation process, the Directors have reviewed all available information, including post-transaction balances, forecast liabilities, wind-up costs and have assessed that the Group remains solvent on a distribution basis and able to meet all its financial obligations up to and through the completion of the voluntary liquidation.
In accordance with Provision 31 of the Code, the Directors of the Group have considered the prospects of the Group over the period from the present until at least 31 July 2026, a period of not less than twelve months from the date of approval of the Annual Financial Report and Consolidated Financial Statements in July 2025. In choosing the period of viability for the Group the Board has considered the agreed transfer of each Asset of the Group to Emirates the prospect of Emirates performing its obligations in line with the Leases until the end of the Leases and the anticipated wind-up of the Company post the lease expiries.
The Board, in assessing the viability of the Group, has paid particular attention to the principal and emerging risks faced by the Group as disclosed in the Key Information section and the notes to the Consolidated Financial Statements, reviewing on an ongoing basis the risks faced and ensuring continued appropriateness throughout the period.
The Directors, with the support of its Asset Manager, believe it is reasonable to assume that, as of the date of approval of the Annual Financial Report and Consolidated Financial Statements all anticipated payments will be received (including lease rental payments and Lease-end consideration) due to the following:
The Group retains sufficient cash to cover the forecasted operating costs of the Group until the termination date of the Leases in 2025, and in the subsequent period between the termination of the Leases (or sale of the Assets, where earlier) and the intended liquidation of the Company.
The Directors believe that their assessment of the viability of the Group over the period chosen is sufficiently robust and encompasses the risks which would threaten the business model, future performance, solvency or liquidity of the Group.
As a result of their review, the Directors of the Company have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due until 31 July 2026. The Directors anticipate that monies will be returned to Shareholders and the Company will be put into liquidation before this date, absent any unforeseen circumstances.
The Directors present their Annual Financial Report and Consolidated Financial Statements of the Group for the financial year ended 31 March 2025.
The principal activity of the Group is to acquire, lease and then sell aircraft. The Directors do not envisage any change in these activities for the foreseeable future. A description of the activities of the Group in the year under review is given in the Chair's Statement and the Asset Manager's Report on pages 7 to 8 and 9 to 13, respectively. A description of the principal risks and uncertainties facing the Group, together with an indication of important events that have occurred since the end of the financial year and are likely to affect the Group's future development are included in the Company Overview, the Chairman's Statement, Asset Manager's Report, this Directors' Report, the Principal Risks and Uncertainties on pages 5 to 31.
The Company is a Guernsey domiciled company, the Shares of which are admitted to trading on the SFS. Its registered number is 54908. The Company operates in accordance with the Law.
The results of the Group for the financial year are set out on page 47.
The Company declared dividends during the financial year under review as follows:
| Quarter End | Announcement Date |
Payment Date | Dividend per Share (pence) |
|---|---|---|---|
| 31 March 2024 | 11 April 2024 | 30 April 2024 | 2.0625 |
| 30 June 2024 | 11 July 2024 | 31 July 2024 | 2.0625 |
| 30 September 2024 | 15 October 2024 | 31 October 2024 | 2.0625 |
| 31 December 2024 | 14 January 2025 | 31 January 2025 | 2.0625 |
The Company declared the following dividends after the financial year end:
| Announcement Date | Payment Date | Dividend per Share (pence) |
|---|---|---|
| 10 April 2025 | 30 April 2025 | 2.0625 |
| 10 July 2025 | 31 July 2025 (expected payment date) |
2.0625 |
The Company aims to continue to pay quarterly dividends of 2.0625 pence per Share, in line with the distribution policy. There is no guarantee that any future dividends will be paid. However, it is anticipated that quarterly distributions will continue until the October 2025 dividend, which is expected to be the last dividend paid by the Company.
The Board considers the timely receipt of rental income from Emirates, the Group's sole Lessee, to be the principal financial key performance indicators for the Period. As aircraft leasing is the Group's sole principal activity, regular collection of contracted lease payments is the critical factor in assessing the Company's performance and its ability to meet dividend and other obligations. All lease payments due from Emirates during the reporting period have been received in full and on time, supporting the dividend distributions and ongoing operations.
The Asset Manager's Report included in this Annual Financial Report provides Emirates' key financial performance indicators. These are referenced to give context to the prospects for continued lease receipts and to support the assessment of Emirates' ongoing
financial strength. The Board reviews such information as part of its ongoing oversight of the Group's performance and principal risks. Further detail on principal risks can be found on pages 17 to 18.
The Directors in office are shown on page 14 and all Directors remain in office as at the date of signing of this Annual Financial Report and Consolidated Financial Statements. Further details of the Directors' responsibilities are given on page 25.
No Director has a contract of service with the Company, nor are any such contracts proposed.
The following interests in Shares of the Company are held by persons discharging directorial responsibility and their persons closely associated:
| Number of Shares held as at 31 March 2025 |
Number of Shares held as at 23 July 2025 |
|
|---|---|---|
| Geoffrey Hall | 90,000 | 90,000 |
| Fiona Le Poidevin | – | – |
| Andreas Tautscher | 16,279 | 16,279 |
| Theresa Oldham | – | – |
Other than the above shareholdings, none of the Directors nor any persons connected with them had a material interest in any of the Group's transactions, arrangements or agreements during the year and none of the Directors have or have had any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Group and which was effected by the Group during the reporting year.
At the financial year end and as at the date of this report, there are no outstanding loans or guarantees between the Group and any Director.
There were no material related party transactions which took place in the financial year, other than those disclosed in this report and at note 21 to the Consolidated Financial Statements.
As of 4 July 2025, the following Shareholders had notified the Company that they held or controlled 5% or more of the total voting rights of the Company in issue:
| Name | % of Total Voting Rights |
Number of Shares* |
|
|---|---|---|---|
| Elliott Investment Management, L.P | 14.08% | 30,981,000 | |
| Schroders Plc | 5.80% | 12,767,100 | |
| East Riding of Yorkshire Council | 5.45% | 12,000,000 | |
| Quilter Cheviot Limited (trading as Quilter Cheviot) | 5.09% | 11,207,020 | |
| Legal & General Group Plc | 5.00% | 11,000,000 |
*Number of shares as notified directly to the Board or as communicated by Shareholders via TR1 notifications.
As a Guernsey incorporated company and under the DTRs, the Company was not required to comply with the Code for the reporting period. The Company has, however, voluntarily committed to comply with the Code or explain any departure. A copy of the Code is available for download from the FRC's website (www.frc.org.uk). The Company considers the disclosures made are sufficient to comply with the Code.
Having reviewed the Code, the Board considers that it has maintained procedures during the year to ensure that it has complied with the Code, other than where identified below:
(i) Provision 2: The board should assess and monitor culture.
Provision 5: The board should understand the views of the company's other key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of the Companies Act 2006 have been considered in board discussions and decision-making. The board should keep engagement mechanisms under review so that they remain effective.
For engagement with the workforce, one or a combination of the following methods should be used:
Provision 6: There should be a means for the workforce to raise concerns in confidence and – if they wish – anonymously.
Company Response: Although the Company does not have employees, the Board recognises that it, together with the service providers of the Company, contributes to the overall culture of the Company. As a Guernsey incorporated company, the Board's election to comply with section 172 is voluntary. Therefore, the Board assesses and monitors this culture. It also explores effective engagement mechanisms for key stakeholders.
Where any of these or other relevant circumstances apply, and the board nonetheless considers that the non-executive director is independent, a clear explanation should be provided.
Company Response: The Board considers the Directors to be independent.
Geoffrey Hall has been a member of the Board since the incorporation of the Company in March 2012. He has therefore served on the Board for more than nine years and could now be viewed as no longer independent. However, in light of the Group's Assets each having a fixed lease term of 12 years (ending at different times) the Board remains of the opinion that continuity is paramount in the final years of the Company's life and that Geoffrey continues to provide an excellent degree of independent consideration.
Provision 12: The Board should appoint one of the independent non-executive directors to be the senior independent director to provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders. Led by the senior independent director, the non-executive directors should meet without the chair present at least annually to appraise the chair's performance, and on other occasions as necessary.
Company Response: The Board have formed the view that, given the size of the Board and the current stage of the Company's life, such an appointment is not considered necessary.
(iii) Provision 9: The chair should be independent on appointment when assessed against the circumstances set out in Provision 10. The roles of chair and chief executive should not be exercised by the same individual.
Company Response: The Chair was and remains a non-executive Director of the Company following his appointment as Chair of the Company. There is no chief executive position.
(iv) Provision 13: Non-executive directors have a prime role in appointing and removing executive directors. Non-executive directors should scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives. The chair should hold meetings with the non-executive directors without the executive directors present.
Provision 32: The board should establish a remuneration committee of independent non-executive directors, with a minimum membership of three, or in the case of smaller companies, two.
Provision 33: The remuneration committee should have delegated responsibility for determining the policy for executive director remuneration and setting remuneration for the chair, executive directors and senior management.
Provision 35: Where a remuneration consultant is appointed, this should be the responsibility of the remuneration committee.
Provision 41: There should be a description of the work of the remuneration committee in the annual report.
Company Response: The Company has no executive Directors, senior management or employees. It does not have a remuneration committee given the small size of the exclusively non-executive and independent Board but has established a Nomination Committee where the remuneration of the Board is considered. Remuneration provision is set out in this Directors' Report.
(v) Provision 38: The annual financial report on remuneration should include a description of its malus and clawback provisions, including: the circumstances in which malus and clawback provisions could be used; a description of the period for malus and clawback and why the selected period is best suited to the organisation; and whether the provisions were used in the last reporting period. If so, a clear explanation of the reason should be provided in the annual financial report.
Company Response: The Company does not operate any performance-based remuneration or long-term incentive plans for directors. Directors receive fixed fees only. Accordingly, malus and clawback provisions are not applicable to the Company. Where any issues of malfeasance or underperformance arise, these would be addressed by the Board through performance management measures or by seeking the resignation of the director concerned, rather than through malus or clawback arrangements.
The Board is committed to ensuring that on an annual basis the strengths of the Board are recognised, and any weaknesses are addressed. Each Director has undertaken to engage with the evaluation process and take appropriate action when development needs have been identified. An external facilitation of the performance evaluation is considered by the Chair of the Nomination Committee on an annual basis.
During the year, the Board commissioned Aspida Advisory Services Limited to evaluate the effectiveness of the Board and the Board Committees. Aspida reviewed Board and Committee papers, interviewed the Board members, and other relevant key service providers
and attended a Board meeting. Aspida commented that the Board and Committees functioned well and effectively. No material findings were identified by Aspida in its post year-end review, with some minor recommendations that the Board has considered.
The Board is currently comprised of four Directors, and their biographies appear on page 14 demonstrating the wide range of skills and experience they each bring to the Board. All the Directors are non-executive and independent, with Mr Tautscher acting as Chair.
The other significant commitments of the current Chair are detailed in his biography on page 14. The Board was satisfied during the year and remains satisfied that the Chair's other commitments do not interfere with the day-to-day performance of his duties to the Company and that he has the commitment and time to make himself available at short notice should the need arise.
The Nomination Committee regularly reviews the balance, knowledge and effectiveness of the Board, to identify if any additional experience or skills are needed and to ensure that the current Directors have sufficient available time to undertake the tasks required and remain independent. The Directors are able and encouraged to provide statements to the Board of their concerns and ensure that any items of concern are recorded in the Board minutes. When undertaking a search for a new director the Board is mindful of diversity and meritocracy.
In accordance with the Articles and as approved by the Shareholders at the AGM of the Company held on 5 December 2024 the Directors shall determine the Directors' fees payable provided that the aggregate amount of such fees paid in respect of services rendered to the Company shall not exceed £250,000 per annum. All Directors receive an annual fee and there are no share options or other performance related benefits available to them.
Following a review, the annual fees of each Director were increased to reflect market rates and are as follows:
| Director Fees per annum* |
Additional Fees per annum |
Total per annum |
|
|---|---|---|---|
| Theresa Oldham | £53,760 | £ - | £53,760 |
| Geoffrey Hall | £53,760 | £ - | £53,760 |
| Fiona Le Poidevin | £53,760 | £10,080 ** | £63,840 |
| Andreas Tautscher | £53,760 | £12,320*** | £66,080 |
* Annual director fees increased from £30,000.00 per annum to £53,760.00 per annum effective 1 January 2025.
** Annual additional fee due to AR Committee Chair increased from £4,500.00 per annum to £10,080.00 per annum effective 1 January 2025.
*** Annual additional fee due to the Chair of the Company increased from £7,000.00 to £12,320.00 effective 1 January 2025.
The Board usually meets in Guernsey at least four times per year to consider the business and affairs of the Company, at which meetings the Directors review the Group's Assets and all other important issues to ensure control is maintained. The Directors hold a Dividend Committee meeting in Guernsey each quarter to consider and, if thought suitable, approve the payment of a dividend in accordance with the Company's distribution policy.
Between these scheduled meetings the Board keeps in regular contact by email and telephone as well as meeting to consider specific matters of a transactional nature. During the reporting period, there was considerable additional engagement among the Directors to support the negotiation of the sale of the Assets. Additionally, the Directors may hold strategy meetings with its relevant advisors as appropriate.
The Directors are kept fully informed by the Asset Manager and Secretary of all matters that are relevant to the business of the Group and should be brought to the attention of the Directors and/or the Shareholders. All Directors have direct access to the Secretary who is responsible for ensuring that Board procedures are followed and that there are effective information flows both within the Board and between the committees and the Board.
The Directors also have access to the advice and services of the Asset Manager and Corporate and Shareholder Adviser and may also, in the furtherance of their duties, take independent professional advice at the Company's expense.
During the year the number of full Board meetings and committee meetings attended by the Directors were as follows:
| Director | Board Meetings | Audit and Risk Committee Meetings |
Nomination Committee Meetings |
Management Engagement Committee Meetings |
Dividend Committee Meetings* |
|---|---|---|---|---|---|
| Geoffrey Hall | 6 of 7 | 4 of 5 | 3 of 3 | 2 of 2 | 3 of 4 |
| Fiona Le Poidevin | 7 of 7 | 5 of 5 | 3 of 3 | 2 of 2 | 3 of 4 |
| Andreas Tautscher | 7 of 7 | N/A | 3 of 3 | 2 of 2 | 4 of 4 |
| Theresa Oldham | 7 of 7 | 5 of 5 | 3 of 3 | 2 of 2 | 4 of 4 |
*Refer to page 27 for the composition and function of the Dividend Committee.
Mr Hall, Mrs Le Poidevin and Miss Oldham are all members of the AR Committee, with Mrs Le Poidevin acting as Chair. The AR Committee has regard to the Guidance on Audit Committees published by the FRC, most recently updated in May 2024, the Audit Committees and the External Audit: Minimum Standard (May 2023) and the relevant provisions of the UK Corporate Governance Code (as published in January 2024). The AR Committee examines the effectiveness of the Group's and its service providers' internal control systems as appropriate, the annual and half-yearly reports and Consolidated Financial Statements, the auditor's remuneration and engagement, as well as the auditor's independence and any non-audit services provided by them, according to the latest standards and guidelines.
The AR Committee considers the nature, scope and results of the auditor's work and reviews annually prior to providing a recommendation to the Board on the re-appointment or removal of the auditor. When evaluating the external auditor the AR Committee has regard to a variety of criteria including industry experience, independence, reasonableness of audit plan, ability to deliver constructive criticism, effectiveness of communication with the Board and the Group's service providers, quality control procedures, effectiveness of audit process and added value beyond assurance in audit opinion.
Auditor independence is maintained by restricting non-audit services to specific, audit-related tasks within defined categories. In adherence of the FRC's updated Ethical and Auditing Standards, no non-audit services were provided by Grant Thornton to the Group during the Period. All engagements with the auditor require pre-approval from the AR Committee and are fully disclosed in the annual financial report for the relevant period. In accordance with the FRC Ethical Standard and relevant regulations, a new lead audit engagement partner is appointed at least every five years to ensure auditor independence, and the AR Committee ensures that the auditor has appropriate internal mechanisms to maintain independence.
The AR Committee usually meets in Guernsey at least twice per year, shortly before the Board meets to consider the Group's halfyearly and annual financial reports, and reports to the Board with its deliberations and recommendations and also holds annual planning and final meetings with the auditor. In addition, the Board also meets during the audit process with the auditors to discuss issues relating to the residual values of the Assets. The AR Committee operates within clearly defined terms of reference based on The Chartered Governance Institute UK & Ireland recommended terms and provides a forum through which the Group's external auditor report to the Board.
The AR Committee can request information from the Group's service providers with the majority of information being directly sourced from the Asset Manager, the Secretary, the Administrator and the external auditor. The terms of reference of the AR Committee are available on the Company's website and on request from the Secretary.
Each year the Board examines the AR Committee's performance and effectiveness and ensures that its tasks and processes remain appropriate. Key areas covered included the clarity of the AR Committee's role and responsibilities, the balance of skills among its members and the effectiveness of reporting its work to the Board. The Board is satisfied that all members of the AR Committee have
relevant financial experience and knowledge and ensure that such knowledge remains up to date. Overall, the Board considers that the AR Committee has the right composition in terms of expertise and has effectively undertaken its activities and reported them to the Board during the year under review.
During the financial year the AR Committee met five times. The AR Committee considered the annual financial report for the year ended 31 March 2024 and the half-yearly financial report for the period ended 30 September 2024. The AR Committee also met in March 2025, with the external auditor in attendance, to approve the 2025 audit plan and to consider the Company's Business Risk Matrix. The AR Committee also undertook a review of the Company's auditor during the year.
The Dividend Committee consists of any one or more director, who has been given full power and authority to consider and, if thought suitable, declare and approve the payment of a dividend in accordance with the Company's distribution policy, provided all Directors had been provided with prior notice of the proposal to declare each dividend and no director had raised any objection to the declaration of each dividend. In practice, a majority of Directors of the Board are usually present.
The Nomination Committee consists of all Directors of the Company, with Miss Oldham acting as Chair of the committee.
The functions of the Nomination Committee include to regularly review the structure, size and composition of the Board (including the skills, knowledge, experience, diversity and how effectively members work together to achieve objectives) and make recommendations to the Board with regard to any changes, and to perform a formal and rigorous performance evaluation of the Board, its committees, the Chair and individual Directors, including the consideration of having a regular externally facilitated Board evaluation. A full description of the Board evaluation is included on pages 24 and 25 above.
During the financial year the Nomination Committee met three times, to consider the composition of the Board and to undertake the annual performance evaluation of the Board and its committees. The Nomination Committee is responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise. Prior to any appointment made by the Board, the Nomination Committee will evaluate the balance of skills, knowledge, experience and diversity on the Board, and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Nomination Committee shall:
The Nomination Committee prepares a job specification for the appointment of a director, including the time commitment expected. A proposed director's other significant commitments should be disclosed to the Board before their appointment and any significant changes to the director's commitments should be reported to the Board as they arise.
Prior to the appointment of a director, the Nomination Committee requires any proposed appointee to disclose any other business interests that may result in a conflict of interest.
The Nomination Committee ensures that, on appointment to the Board, a new non-executive director receives a formal letter of appointment, setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings.
Succession planning is performed based on the results of the Nomination Committee's evaluation of the structure, size and composition of the Board as well as the results of the Board evaluation. In giving full consideration to succession planning for Directors, the Nomination Committee takes into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future. The Nomination Committee keeps under review the leadership needs of the Company with a view to ensuring the continued ability of the Company to operate effectively in the marketplace. The Board has a succession plan in place which commenced with the appointment of Mr Tautscher in August 2019, continuing with the appointment of Mrs Le Poidevin in March 2022 and with the more recent appointment of Miss Oldham in April 2023. These new Directors have brought a diverse set of skills and knowledge to the Board from their prior experience and the appointments of Mrs Le Poidevin and Miss Oldham demonstrate the Board's commitment to gender diversity and diversity of mind. An internal Board Evaluation was carried out during the year.
During the financial year, the Nomination Committee undertook a review of the Board's skills and training needs, identifying areas where training would be beneficial, including updates on regulatory requirements such as the Market Abuse Regulation. In response, targeted training sessions were arranged post year-end to ensure the Board remains fully informed and compliant with evolving legal and governance standards.
In addition, the Board engaged Aspida Advisory Services Limited to undertake an externally facilitated evaluation of the effectiveness of the Board and its Committees. This comprehensive review—commenced in the reporting period and completed after year end included Board and committee questionnaires, interviews with Directors and service providers, a governance benchmarking exercise, and Board meeting observation. The review concluded that the Board operates effectively, with key strengths in boardroom culture, skills and diversity, and offered a number of constructive suggestions for continued governance development.
The Management Engagement Committee was established on 15 October 2020 and consists of all Directors of the Company, with Mr Tautscher acting as Chair. The Management Engagement Committee meets at least once a year and the principal duties of the Management Engagement Committee are to review the terms of the agreements between the Company and its key service providers to ensure that they are competitive, fair and reasonable for Shareholders, to review and make recommendations on any proposed amendment or material breach of those agreements and to monitor and evaluate the performance of the key service providers including the ongoing suitability of the key service providers to provide advice to the Company.
During the period the Management Engagement Committee met on two occasions, the first in October 2024 and again in February 2025, to perform a review of the Company's service providers. Additionally, the committee conducted a site visit with Amedeo in June 2024 and met with Nimrod in October 2024. At these meetings the Board raised items such as internal controls, regulatory developments, the succession planning of the advisors, and business continuity planning. No material risks or control deficiencies were identified.
The Board is responsible for the Group's system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process for identifying, evaluating and monitoring the significant risks faced by the Group.
The internal control systems are designed to meet the Group's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.
The Board reviews its risk matrix on a quarterly basis, which covers various areas of risk including corporate strategy, accuracy of published information, compliance with laws and regulations, relationships with service providers and business activities.
Asset management services are provided to the Company by Amedeo. Corporate and shareholder advisory services are provided to the Company by Nimrod. Administration and secretarial duties for the Group are performed by JTC.
The Board clearly defines the duties and responsibilities of their agents and advisors. The appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties involved and the Board monitors their ongoing performance and contractual arrangements. The Board also specifies which matters are reserved for a decision by the Board and which matters may be delegated to its agents and advisers.
The Company has adopted a formal conflicts of interest policy and is committed to ensuring that all Directors and service providers facilitate the Company conducting its business in a manner that is consistent with its reputation, conducive to maintaining high standard of integrity in all its business dealings, in the best interests of the Company's Shareholders.
The Board considers the directors' conflicts of interest at each Board meeting by reviewing a schedule of each Director's other directorships and other interests held. Each Director is required to notify the Secretary of any potential, or actual, conflict situations that would need to be considered by the Board.
No Director has a service contract with the Company, although Directors are issued with letters of appointment, nor did any Director have any interest in contracts with the Company during the financial year under review, or subsequently.
The Directors have undertaken to operate the business in an honest and ethical manner and accordingly take a zero-tolerance approach to bribery and corruption. The key components of this approach are implemented as follows:
The Board has a zero-tolerance appetite for the criminal facilitation of tax evasion.
All holders of Shares in the Company have the right to receive notice of, and attend, the general meetings of the Company, during which members of the Board will be available to discuss issues affecting the Group.
The primary responsibility for shareholder relations lies with the Company's Corporate and Shareholder Adviser. The Corporate and Shareholder Adviser regularly meets with Shareholders to discuss the Company and seek feedback. The views of Shareholders are discussed by the Board at every Board meeting, and action would be taken to address any shareholder concerns. The Group provides regular updates to Shareholders through the Annual Financial Report and accounts, the unaudited half-yearly financial reports and the quarterly factsheets. Further communications are made to the market as and if required.
In addition, the Directors are available to enter into dialogue with Shareholders and the Chair is willing to meet Shareholders as the Company believes such communication to be important. The Company's Directors can be contacted at the Company's registered office or via the Secretary.
The Code requires that the Company should understand the views of the Company's key stakeholders and describe in the annual financial report how their interests and the matters set out in section 172 of the UK's Companies Act 2006 have been considered in Board discussions and decision-making. Section 172 is not strictly applicable as this is a Guernsey company. However, its application is being considered as part of the Code requirements.
The Company has no employees, and all of the Directors are non-executive, so the Board considers that its key stakeholders are its Shareholders, its Lessee, its service providers, society, the government and regulators.
As the Company's sole Lessee, the Board recognises Emirates as an important stakeholder and maintains a regular dialogue with Emirates through the Asset Manager. The activities of Emirates are more fully considered within the Asset Manager's Report.
The Board's engagement with Shareholders is described in the "Dialogue with Shareholders" section above. All Shareholders are treated equally and no Shareholder receives preferential treatment. When making decisions of relevance to Shareholders, the Board considers first and foremost the likely consequences of their decisions in light of their duty to act in the best interests of the Company. The Board also considers what is likely to be in the best interests of Shareholders as a whole, but does not consider individual Shareholders' specific circumstances or desires when making its decisions.
In addition to the regular reporting provided by key service providers, the Management Engagement Committee undertakes a review of the performance of these key service providers on an annual basis. The services provided by the key third party service providers are critical to the ongoing operational performance of the Company. The Board believes that fostering constructive and collaborative relationships with the Company's service providers will assist in their promotion of the success of the Company for the benefit of all Shareholders.
As described in the Company's Viability Statement, the Board considers the prospects of the Group over the period not less than twelve months from the date of approval of the Annual Financial Report and Consolidated Financial Statements in July 2025.
The Board recognises that responsible investment and the associated ESG considerations can have a significant impact on investment activity in terms of raising funds, identifying investment opportunities and long-term value creation for Shareholders. Please see more information regarding ESG in the report on pages 32 to 36.
The Board ascribes to the highest standards of business conduct and has policies in place to ensure compliance with all applicable laws and regulations. In addition to the monitoring of the Company's compliance with its own obligations, the Board also monitors compliance by its service providers with their own obligations. The Board encourages openness and transparency and promotes proactive compliance with new regulations.
The Directors who held office at the date of approval of this Directors' Report confirm in accordance with the provisions of section 249 of the Law that, so far as they are each aware, there is no relevant audit information of which the Group's auditor is unaware; and each Director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information.
Grant Thornton has expressed its willingness to continue in office as auditor for the reporting period.
The Directors are responsible for preparing the Annual Financial Report and the Consolidated Financial Statements in accordance with applicable Guernsey law and regulations. Under the Law the Directors are required to prepare an Annual Financial Report and Consolidated Financial Statements for each financial year. The Directors have chosen to prepare the Group's Annual Financial Report and Consolidated Financial Statements in accordance with IFRS Accounting Standards. As confirmed at pages 18 to 19, the Directors have concluded that it is appropriate to prepare the Consolidated Financial Statements on a basis other than going concern. Basis of preparation can be found at note 2(a) to the Consolidated Financial Statements.
Under the Law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.
In preparing these Consolidated Financial Statements, IAS 1 requires that directors:
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Consolidated Financial Statements comply with the Law. They are also responsible for safeguarding the Assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Guernsey governing the preparation and dissemination of Consolidated Financial Statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed on page 14, confirms to the best of each person's knowledge and belief:
Chair Director
Andreas Tautscher Fiona Le Poidevin
23 July 2025
The Board recognises that responsible investment and the associated ESG considerations can have a significant impact on investment activity in terms of raising funds, identifying investment opportunities and long-term value creation for Shareholders. This report sets out our policy and approach to ensuring that the level of engagement on ESG matters is commensurate to the size, nature and complexity of the business.
This policy seeks to address ESG matters on two levels; firstly, with regard to the Company itself and secondly, in relation to the Assets which the Group owns. The direct and practical management of the Company seeks to uphold ESG standards where possible and applicable. This is greatly influenced by the nature of the Group's activities and the legal structure of the associated Leases.
The Company is a self-managed Guernsey company incorporated on 29 March 2012. Its Shares were admitted to trading on the SFS on 2 July 2013.
The Company is under the control of its Board of directors on behalf of Shareholders. All Directors are independent and nonexecutive. The Board is responsible for reviewing the business affairs of the Company in accordance with the Articles and has overall responsibility for the Company's activities including all business decisions, review of performance and authorisation of distributions.
The Company has delegated the following activities to its appointed service providers:
The Company has no executive directors or employees and no physical office premises. The Company's business is carried out in a series of meetings held in the offices of its administrator JTC, in Guernsey, the Company's place of incorporation.
Subject to any travel restrictions imposed, the Directors are required to travel in the fulfilment of their duties. Where circumstances allow, travel is kept to a minimum. The Directors are required to travel to Guernsey on at least a quarterly basis for Board and other committee meetings, and to other destinations to visit Shareholders and service providers as and when required. Regular dialogue with the Lessee is maintained via the Asset Manager.
The Company consequently has a limited physical footprint and therefore its direct environmental impact is considered to be low.
Due to the nature of the Company's business, being a company that does not offer goods or services to customers, the Board considers there are no relevant disclosures with regard to modern slavery in relation to the Company's own operations. The Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in this regard.
Emirates' statement on modern slavery is available on their website and can be accessed through the following link (https://c. ekstatic.net/ecl/documents/rules-and-notices/emirates-statement-on-modern-slavery-2024.pdf?h=doDUuupHGXxPeLafbDTXmA).
The principal activity of the Company is to acquire, lease and then sell aircraft. The Company has a wholly-owned subsidiary, DNA Alpha. The Group currently owns four Airbus A380 Aircraft which are leased for twelve years to the Lessee, the national carrier owned by The Investment Corporation of Dubai based in Dubai, UAE.
The Group's own operational influence in the fields of climate change, air quality, and resource efficiency is minimal. The nature of the Lease with the Lessee means that control over the usage of the Asset rests with the Lessee. The Group has leased the Assets for a term of twelve years, with fixed Lease rentals for the duration, to the Lessee. The Lessee bears all costs (including for maintenance, repairs and insurance) relating to the Aircraft during the lifetime of the Lease. This would include any modifications or modernisations related to ESG requirements as mandated by regulatory agencies. However, in all other respects, the influence of the Group over the Lessee with regard to voluntary ESG concerns is limited due to existing quiet enjoyment arrangements between the Group and the Lessee.
The Airbus A380 is the world's largest commercial passenger aircraft. It is the first and only aircraft with two full-length passenger decks, giving it a maximum capacity of up to 853 passengers. In a typical three-class configuration (First, Business and Economy Class), the Airbus A380 has capacity for approximately 525 passengers. Additionally, developments with respect to the aircraft's aerodynamics, control elements and flight systems, coupled with the use of advanced, lightweight composite materials make the A380 an attractive and efficient aircraft. In comparison with other modern long-range passenger aircraft of the same category (the so-called Very Large Aircraft segment), the Airbus A380 consumes less fuel per passenger, using approximately three litres of kerosene per 100 passenger kilometres, when equipped with Engine Alliance engines. Furthermore, the A380 offers an efficient way to capture traffic at the most concentrated airports and times by giving airlines the ability to consolidate routes, thereby increasing seat capacity while creating economies of scale.
Air transportation is one of the most energy and carbon dioxide intensive modes of transport, whether measured per passenger kilometre or per hour in transit. The global aviation industry (including domestic and international; passenger and freight) accounts for:
Source:
https://ourworldindata.org/co2-emissions-from-aviation
Despite aviation's important role in local and global economic development, the aviation industry faces the challenge of meeting long term strong growth in passenger demand while simultaneously reducing its environmental impacts. In addition to GHG emissions, these environmental impacts could also include noise and nuisance, as well as water pollution (due to aircraft de-icing, cleaning, and other chemical-heavy aircraft operations).
To address these growing environmental concerns, the cross-industry Air Transport Action Group developed the 'Waypoint 2050' action plan in line with the Paris Agreement on climate change. The blueprint builds on IATA's 2009 commitment to (1) increase fuel efficiency by 1.5% every year between 2010-20, (2) to cap carbon emissions (carbon neutral growth) from 2020, and (3) to achieve the 50% emissions reduction by the middle of the century, as the first two goals have already been accomplished. Annual fuel efficiency gains have exceeded expectations with annual improvements greater than 2%. The mechanism for ensuring carbon neutral growth, known as CORSIA, started as a pilot scheme in 2021 with approximately 100 countries participating and the remaining scheduled to join by 2027. Starting on 1 January 2024, CORSIA's First Phase has begun, involving 126 participating countries and the commencement of offsetting requirements.
In pursuit of the final goal, Waypoint 2050 has identified three key technological developments to accelerate the reduction of carbon emissions:
The analysis performed for Waypoint 2050 revealed that SAF will play a key role, driving between 50% and 75% of the emissions' reductions. SAFs, such as drop-in power fuels like biofuels that can be used in today's aircraft and engines without modification, are already commercially available and are expected to increase in prominence once initial costs can be reduced through scale. Evolutionary concepts, such as the second-generation geared turbo fan engine, could become widely commercially available in the medium-term. Revolutionary concepts, such as hydrogen and electric powered aircraft, represent the greatest potential improvements, but will most likely not be commercially available until the 2050s, based on current forecasts.
As these technological developments progress, the aviation industry is taking additional measures to curb its environmental impact, while maintaining its commitment to local and global economic development. For example, alongside CORSIA, the aviation industry is able to participate in other carbon dioxide emissions trading markets, such as the European Union Emissions Trading System.
Furthermore, a number of countries currently levy passenger taxes on air tickets over and above infrastructure charges and there are a number of proposals for additional environmental taxes to be imposed on the aviation industry. However, as IATA notes, the income generated from an environmental tax is usually seen as general revenue by governments, thus it can be used to fund any variety of public sector programs and initiatives. As such, IATA takes the position that, while the overall goal of an environmental tax is laudable, it has distortionary effects on jobs and the economy, while at the same time not effectively incentivising the development or use of newer and greener technology. The effects of any newly introduced environmental taxes on the aviation industry will have to be monitored. The aviation industry plays a critical role in local and global economic development, contributing 4.1% to global gross GDP and supporting 87.7 million jobs worldwide.
https://aviationbenefits.org/economic-growth
The Waypoint 2050 plan can be found here: https://aviationbenefits.org/media/167417/w2050\_v2021\_27sept\_full.pdf
Further environmental information can be found on the IATA website:https://www.iata.org/en/policy/environment/.
ICAO have used the United Nations' SDG's as a basis to identify the contributions the aviation industry is making to sustainable development. For further information and the full working paper on aviation's contributions towards the United Nations' 2030 agenda for sustainable development from ICAO's 40th session please refer to the ICAO website: https://www.icao.int/Meetings/A40/Documents/WP/wp\_189\_en.pdf
Concerning the role of aircraft in sustainable development, aircraft assets are likely to contribute to at least five of the SDGs. Specifically, airlines are able to utilise aircraft in a manner consistent with the achievement of the following targets:
Detailed information on the SDGs can be found on the United Nations website: https://sdgs.un.org/
The Emirates Group took significant strides in its sustainability journey during 2023-24, putting into action numerous initiatives focused on the environment, its people, customers, and communities. Environmental topics were high on the agenda during the year, as the UAE hosted the world's biggest conference for climate action, COP28, in Dubai. The Emirates Group ramped up investments in people development, rolling out a comprehensive programme of learning and training options for its workforce in partnership with top universities and key industry partners. A Gender Balance Council was established to champion and promote gender equality within the Emirates Group.
Emirates, the Lessee, is committed to efforts to reduce resource consumption while also investing in wildlife conservation and protection. This includes participation in CORSIA as well as in EU, Swiss and UK Emissions Trading Systems and internal initiatives.
Emirates has reinforced its commitment to environmentally responsible practices and achieved IEnvA Stage One in August 2023 and the IEnvA Illegal Wildlife Trade module certification. The IEnvA system is described as an industry-leading and comprehensive environmental management system. Stage One of its core scope comprises flight operations, corporate activities as well as an illegal wildlife trade module. Reflecting on Emirates recent achievements, Marie Owens Thomsen, IATA's chief economist and SVP Sustainability said: "Stakeholder including governments, financiers and business partners will know that Emirates is not just meeting global standards and best practices on sustainability but is committed to continuous improvements to stay at the forefront of sustainability."
In early November 2023 Emirates confirmed that the first flights operating with SAF had taken off from Dubai International Airport. This was the first ever supply of SAF to Emirates in Dubai, according to the airline. The 315,000 gallons of blended SAF were supplied by Shell and enabled Emirates to power a number of missions over the course of a few weeks. The ratio of 40% neat SAF and 60% conventional Jet A-1 allowed for a seamless integration into the existing airport fuel infrastructure and did not result in any modification requirements for the aircraft engines. Neat SAF reduces GHG emissions by up to 80% over its life cycle compared with conventional jet fuel.
Later that month Emirates became the world's first airline to operate an A380 demonstration flight with one of the four engines powered on 100% SAF, together with the auxiliary power unit. For commercial flights SAF use is currently capped at a 50% blend limit. In the run-up to the demonstration flight ground engine testing was performed at the Emirates Engineering Centre in Dubai to validate the engine's capability to run on the specially blended 100% drop-in SAF without affecting its performance or requiring any modifications. The Engine Alliance GP7200 engine used for the test is the same engine type as installed on the A380s owned by the Group.
An Airbus spokesperson emphasised that "SAF is vital to meeting the sector's target of net-zero emissions in 2050". The manufacturer is working to make all its aircraft 100% SAF-capable by 2030. Engine manufacturer Engine Alliance noted that all of its engines "can operate on approved SAF blends today and through extensive research and testing, GE Aerospace is helping lead the approval and adoption of 100% SAF in the aviation industry".
During 2024-25, Emirates continued to invest and implement initiatives that help reduce its impact on the planet, increase engagement with communities, and develop and reward its people.
Emirates continues to seek opportunities to use SAF where feasible across its network. Emirates' SAF consumption increased from 1,297 tonnes in 2023- 24 to 7,519 tonnes in 2024-25, reflecting the airline's voluntary SAF investments throughout the year. During 2024-25, the airline took its first deliveries of SAF at London Heathrow and Singapore. Emirates also joined Germany's Aviation Initiative for Renewable Energy, which promotes the development and use of renewable aviation fuel.
Tapping on funds earmarked for research in sustainable aviation solutions, Emirates partnered with the Aviation Impact Accelerator at the University of Cambridge, supporting their research in emissions reduction pathways.
Emirates launched a large-scale solar energy project at the Emirates Engineering Centre in Dubai to meet 37% of the centre's power demand; signed up as strategic partner of the Dubai Reef project which focusses on marine conservation; joined the Move to -15 degrees Celsius global coalition, which aims to reduce energy consumption in the frozen food supply chain; and was the first airline to add donkey hides to its wildlife embargo list after the African Union banned the slaughter of donkeys.
Combining innovative upcycling with social impact, Emirates launched "Aircrafted Kids", an initiative where seat fabric recovered from the airline's retrofit programme were made into thousands of durable schoolbags and distributed through NGOs to disadvantaged children around the world to support their education. Emirates also donated 12,000 eyeshades to support teacher training initiatives in the UK for the blind and low vision community.
For further information on Emirates' environmental policy and initiatives, please visit the Emirates website where annual environmental reports are also available: https://www.emirates.com/english/about-us/our-planet/
The EU Taxonomy is a regulatory framework developed by the EU to classify economic activities based on their environmental sustainability. The Taxonomy focuses on six environmental objectives, including climate change mitigation, adaptation, and biodiversity protection to guide investors, companies, and policymakers toward sustainable and low-carbon practices. The Taxonomy impacts aircraft manufacturers and lessors by encouraging fuel-efficient aircraft, emission reduction strategies, transparent reporting of the Green Asset Ratio, promoting SAF, and mandating the decommissioning of one older aircraft for each new one financed or leased to promote fleet renewal and sustainability. By aligning with these objectives, aviation stakeholders contribute to Europe's Green Deal goals, fostering a greener and more sustainable industry.
Notwithstanding the anticipated limited life of the Company, and in the context of the Assets and the associated Lease Agreements, the Board is committed to responsible decision-making and strong governance throughout the lifecycle of the Group, mindful of all stakeholders' interests. The Board is in continuous dialogue with its service providers and regularly reviews processes and procedures, including via service provider compliance visits and annual questionnaires, to guarantee transparency and accountability.
Fiona Le Poidevin – Non-executive Director and Chair of the AR Committee Geoffrey Hall – Non-executive Director Theresa Oldham – Non-executive Director
The provision of effective governance over (i) the appropriateness of the Group's financial reporting including the adequacy of related disclosures, (ii) the performance of the Company's external auditor, (iii) monitoring of the systems of internal controls operated by the Company and (iv) the Company's principal service providers and the management of the Company's regulatory compliance activities.
The key duties of the AR Committee are as follows:
The AR Committee usually meets in Guernsey at least twice a year. The AR Committee reports to the Board as part of a separate agenda item, on its activities and on matters of particular relevance to the Board in the conduct of its work. During the financial year under review the AR Committee formally reported to the Board on three occasions.
The AR Committee assisted the Board in carrying out its responsibilities in relation to financial reporting requirements, compliance and the assessment of internal controls. The AR Committee also managed the Group's relationship with the external auditor.
In order to comply with the Code, the Board requested that the AR Committee advises them on whether it believes the Annual Financial Report and Consolidated Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Group's performance, business model and strategy.
The AR Committee engaged with the Administrator in order to ensure that the Annual Financial Report and Consolidated Financial Statements were fair, balanced and understandable.
The AR Committee's primary role in relation to financial reporting is to review, with its service providers and the external auditor, the appropriateness of the half-year and annual financial report and Consolidated Financial Statements, the significant financial reporting issues and accounting policies and disclosures in the Consolidated Financial Statements. The AR Committee has considered
the key risks identified as being significant to these accounts and the most appropriate treatment and disclosure of any new significant issues identified during the audit and half-year reviews as well as any recommendations or observations made by the external auditor, Grant Thornton. To aid its review the AR Committee considered reports prepared by external service providers, including Amedeo and Nimrod, and reports from Grant Thornton on the outcome of their annual audit. The significant issues considered by the AR Committee in relation to the 2025 accounts and how these were addressed are detailed below:
| Significant issues for the year under review | How the AR Committee addressed these significant issues | ||
|---|---|---|---|
| Residual value of aircraft assets The Assets of the Group comprises of four Airbus A380 aircraft. An annual review is required of the residual value of the Assets as per IAS 16, which defines residual value as "the estimated amount that an entity would currently obtain from disposal of the Asset, after deducting the estimated costs of disposal, if the Asset were already of an age and in the condition expected at the end of its useful life." |
As announced on 11 July 2025, the Group and Emirates reached an agreement that the Group will sell the four Assets to Emirates. The dates of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being between 29 August 2025 and 14 November 2025) and 27 August 2025 for MSN 133. The total aggregate consideration to be paid by Emirates to the Group is GBP131.91 million for the four Assets. Sales proceeds less sales related costs has been used to determine the residual value and to calculate the carrying value of the Assets within the Consolidated Statement of Financial Position. |
||
| Recording foreign exchange gains/losses IFRS Accounting Standards require that certain transactions denominated in currencies other than the presentation currency (including, most importantly, the cost of the Assets) be translated into presentation currency at the exchange rate ruling at transaction date, whilst monetary balances are translated at the rate prevailing on the reporting date. The resultant figures sometimes show very large mismatches which are reported as unrealised foreign exchange differences. |
In assessing foreign exchange, the AR Committee has considered the issue at length and is of the opinion that, on an ongoing basis and assuming the lease payments are made as anticipated, such exchange differences do not reflect the commercial substance of the situation in the sense that the key transactions denominated in USD are in fact closely matched. Rental income received in USD was used to pay loan repayments due, which were likewise denominated in USD. USD lease rentals and loan repayments were furthermore fixed at the outset of the Group's life and are very similar in amount and timing. These were repaid in May 2023. The AR Committee carefully considered the disclosure in note 18(b) to the Consolidated Financial Statements to ensure that the reality of the Group's foreign exchange risk exposure is properly explained. |
| Significant issues for the year under review | How the AR Committee addressed these significant issues |
|---|---|
| Going concern risk Emirates is the sole Lessee of the Assets. Should Emirates default on the rental payments or sales proceeds, it will result in the |
The AR Committee received quarterly reports from Amedeo during the year which comment on the performance of Emirates. Emirates reported its most profitable year ever with a profit after |
| Group failing to service debt and it is unlikely the Group will be able to meet its targeted dividend or, in the case of ongoing default, continue as a going concern. |
tax of AED19.1 billion (USD5.2 billion), a 11% improvement on its previous year's result and despite currency fluctuations which negatively impacted the airline's profitability by AED718 million (USD196 million). |
| At the end of the 2024/25 financial year Emirates had AED49.7 billion (USD13.5 billion) in cash assets, a 16% increase from the previous year's balance. |
|
| The management of the airline concluded that the company is a going concern. The auditors PwC did not raise a material uncertainty on going concern in its unqualified audit report, which is dated 2 May 2025. |
|
| The management of Emirates Group, the combined businesses of Emirates Airline and dnata, have a positive outlook and mentioned that "We enter the year ahead with excitement and optimism. Our excellent financial standing enables us to continue building on and scaling up from our successful business models. While some markets are jittery about trade and travel restrictions, volatility is not new in our industry. We simply adapt and navigate around these challenges." |
|
| Emirates is owned by the Investment Corporation of Dubai, a state-owned holding company that can be characterised as a sovereign wealth fund owned by the Government of Dubai. It is neither listed, nor carry its bond issuances an issuer rating. However, Emirates' senior unsecured USD bond with maturity in 2028 are trading and the markets' pricing for such instruments provide proxies for the credit risk of the Lessee. As the operating lease agreement between Emirates and the Company include a hell or high-water clause, the lease rental stream and any other contractual payment primarily depends on Emirates' ability to meet its financial obligations, whenever they fall due. As of 30 May 2025 Emirates' bond was trading at around 98.8 cents (2028 maturity), representing USD running yields of approximately 5.2%. This level of yields certainly does not appear to indicate any significant financial stress to the issuer. |
|
| The AR Committee concluded that it would continue to receive regular updates from Amedeo on the performance of Emirates and would continue to monitor Emirates' overall performance. |
|
| The Group and Emirates reached an agreement that the Company will sell the four Assets to Emirates. The date of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being between 29 August 2025 and 14 November 2025) and 27 August 2025 for MSN 133. The total aggregate consideration to be paid by Emirates to the Company is GBP131.91 million for the four Assets. |
| Significant issues for the year under review | How the Committee addressed these significant issues | ||
|---|---|---|---|
| The AR Committee have concluded that it is appropriate to prepare the Consolidated Financial Statements on a basis other than going concern, after having considered the above. |
|||
| Under a basis other than going concern, the Aircraft is measured at NRV, based on conditions existing at the end of the reporting period. NRV is defined as the sales proceeds less sales related costs. All other assets and liabilities have been assessed as not materially different to the amortised cost as disclosed in the corresponding accounting policies set out in note 2 to the Consolidated Financial Statements. Assets and liabilities have been reclassified from non-current to current. 'Property, Plant and Equipment – Aircraft' has been reclassified from non-current to current, due to the agreed sales of the Aircraft to Emirates within 12 months post year-end. |
|||
| The AR Committee carefully considered the disclosure in note 18(c) to the Consolidated Financial Statements to ensure that this concentration of credit risk is properly reflected. |
|||
| Consideration of any triggers for impairment IAS 36 Impairment of Assets requires that a review for impairment be carried out by the Group when there is an indication of impairment of an asset and if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review will compare the carrying amount of the asset with its recoverable amount, which is the higher of fair value less costs to sell and its VIU. |
The AR Committee has considered the issue at length and accordingly an impairment review has been undertaken as at 31 March 2025. Refer to note 3 for further detail on the factors triggering the review and the sensitivity analysis performed on the discount rates and residual value inputs. As a result of the current year review, an impairment loss of GBP4,635,412 was booked in the accounts as disclosed in note 3 to the Consolidated Financial Statements. |
||
| The Board together with the Asset Manager have conducted an impairment review in the current year and determined that there is indication of impairment considering the significant changes which will take place in the near future as a result of the agreed sale of aircraft, the carrying amount of the Group's net assets is more than its market capitalisation and the imminent liquidation of the Group. |
The AR Committee has made due enquiry of the internal controls of the Administrator. The AR Committee is satisfied with the controls currently implemented by the Administrator. However, it has requested that the Administrator keeps the Committee informed of any developments and improvements to internal control procedures.
The most recent report on the internal controls of JTC's administration services, prepared in accordance with the ISAE 3402, for the period from 1 April 2024 to 31 March 2025, has been provided, confirming no major deficiencies.
During the period the Management Engagement Committee conducted a site visit with Amedeo in June 2024 and met with Nimrod in October 2024, noting no material concerns.
The Group has no employees and operates no systems of its own, relying instead on the employees and systems of its external service providers. Following a recommendation from the AR Committee, the Board has therefore taken the decision that it would be of insufficient benefit for the Group to engage an internal auditor.
The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The AR Committee receives from Grant Thornton a detailed audit plan identifying their assessment of the key risks. For the financial year under review, the primary risks identified were in respect of valuation of the Group's Assets, the presumed risk on management override of controls and the preparation of the Consolidated Financial Statements on a basis other than going concern.
Using its collective skills the AR Committee evaluates the effectiveness of the audit process in addressing the matters raised through the reporting it received from Grant Thornton at the conclusion of the audit. In particular the AR Committee formally appraise Grant Thornton against the following criteria:
In addition, the AR Committee also seek feedback from the Administrator on the effectiveness of the audit process.
For the financial year under review, the AR Committee was satisfied that there had been appropriate focus on the primary areas of audit risk and assessed the quality of the audit process to be good.
The AR Committee holds meetings with the external auditor to provide additional opportunity for open dialogue and feedback from the auditor. Should it be necessary, the AR Committee members meet with the external auditor without the Administrator and Asset Manager being present. Matters typically discussed include the auditor's assessment of business risks and management activity thereon, the transparency and openness of interactions with the Administrator, confirmation that there has been no restriction in scope placed on them by the Administrator on the independence of their audit and how they have exercised professional scepticism.
Grant Thornton provided audit services to the Company for the financial year under review. This has been the fourth audit of the Company carried out by Grant Thornton, following its appointment on 2 August 2021.
The AR Committee considers Grant Thornton, the Company's auditor, to be independent of the Company and the Group. The AR Committee provided the Board with its recommendation to Shareholders on the re-appointment of Grant Thornton as external auditor for the year ending 31 March 2025 at the AGM held on 5 December 2024.
To further safeguard the objectivity and independence of the external auditor from becoming compromised, the AR Committee has a formal policy governing the engagement of the external auditor to provide non-audit services. No changes have been made to this policy during the year. This policy specifies that the external auditor should only be engaged for non-audit services where there is considered to be a very low threat to auditor independence. No non-audit services had been provided by Grant Thornton during the year.
The external auditor is prohibited from providing any other services without the AR Committee's prior approval. In reaching such a determination the AR Committee will take into consideration whether it is in the best interests of the Group that such services should be supplied by the Group's external auditor (rather than another service provider) and, if so whether any safeguards regarding auditor objectivity and independence in the conduct of the audit should be put in place, whether these would be effective and how such safeguards should be disclosed.
The AR Committee's activities formed part of the review of Board effectiveness performed in the year under review.
An evaluation of the AR Committee's effectiveness was carried out in 2025, concluding that it was operating effectively.
Fiona Le Poidevin Chair of the Audit and Risk Committee
23 July 2025
We have audited the consolidated financial statements of Doric Nimrod Air Three Limited (the "Company") and its subsidiary (the "Group") for year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the consolidated financial statements:
We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the consolidated financial statements' section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Guernsey, as required by the Crown Dependencies' Audit Rules and Guidance. 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.
We draw attention to Note 2(a) to the consolidated financial statements, which describes the basis of preparation of the consolidated financial statements. As described in that note, the Directors have made the judgement that the Group should prepare the consolidated financial statements on a basis other than going concern. The Group and Emirates reached an agreement that the Company would sell the four Aircraft to Emirates.
Our opinion is not modified in this respect of this matter.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matter described below to be the key audit matter communicated in our report.
| Determination of residual value and impairment assessment of aircraft procedures: We identified the valuation of aircraft as one of the most • significant assessed risks of material misstatement due to error. Included under current assets in the Group's consolidated statement of financial position as at 31 March 2025 is the aircraft with a carrying value of £143.67m (2024: • non-current assets £167.3m) as disclosed in Note 10 to the consolidated financial statements. disposal. As explained in Note 2(m), the Group's aircraft are measured • at cost less accumulated depreciation and impairment losses. The depreciation is charged on a straight-line basis over the term of the lease to an estimated residual value at the end of that period. As the Group have concluded the negotiation with Lessee, • the residual value is based on the agreed sales proceeds less any disposal costs. • It was further described in Note 3 that the Group regularly reviews the aircraft for any indications of impairment as required by IAS 16 Property, Plant, and Equipment and IAS Our result |
In responding to the key audit matter, we performed the following We have assessed the Group's accounting policies regarding the determination of the residual values of the aircraft and impairment assessment in accordance with International Accounting Standards (IAS) 16 – Property, Plant, and Equipment and IAS 36 – Impairment of Assets, respectively. We held discussions with management and the Board of Directors regarding the negotiations with the Lessee in relation to the aircraft |
|---|---|
| We obtained copy of the signed lease amendment and side letter agreements (the "signed agreements") between the Group (seller) and the Lessee (buyer) for the sale of the four aircraft and assessed whether the amount used in the residual/ impairment/ depreciation calculation agrees with the signed agreements. We assessed whether there is an impairment indicator and performed independent calculations of the resulting impairment value. We have assessed the completeness and sufficiency of related |
|
| 36 Impairment of Assets. Accordingly, the Group performed an impairment assessment which includes assumptions to determine the net present value of future cash flows and requires consideration of an appropriate discount rate that is applied to the cash inflows. If the assumptions used in determining the valuations prove to be false and actual results of operations differ from the estimates set forth in the consolidated financial statements, the difference in the valuation could be material. Refer to the Audit and Risk Committee Report page 38; Accounting policies on page 55; Note 3, 'Significant Judgements and Estimates' – Estimates on Residual Value, Impairment and Useful Life of Aircraft, and Note 10, 'Property, Plant, and Equipment – Aircraft', to the |
disclosures in the consolidated financial statements. Based on the audit work performed, we have not identified any indication of material misstatement in relation to the determination of residual value and impairment assessment. |
The directors are responsible for the other information. The other information comprises the information included in the Annual Financial Report, but does not include the consolidated financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated 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.
As explained more fully in the Statement of Directors' Responsibilities set out on pages 30 and 31, the directors are responsible for the preparation of the consolidated financial statements which give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
Cyril Swale For and on behalf of Grant Thornton Limited Chartered Accountants St Peter Port Guernsey
Date: 24 July 2025
For the year ended 31 March 2025
| Notes | Year ended 31 Mar 2025 GBP |
Year ended 31 Mar 2024 GBP |
|
|---|---|---|---|
| INCOME | |||
| A rent income | 4 | 51,850,553 | 54,304,037 |
| B rent income | 4 | 20,472,384 | 20,528,473 |
| 72,322,937 | 74,832,510 | ||
| EXPENSES | |||
| Operating expenses | 5 | (1,916,049) | (1,909,367) |
| Depreciation of Aircraft | 10 | (18,975,040) | (26,973,885) |
| Impairment of Aircraft | 10 | (4,635,412) | – |
| (25,526,501) | (28,883,252) | ||
| Net profit for the year before finance costs and foreign exchange (losses)/gains | 46,796,436 | 45,949,258 | |
| Finance income | 453,822 | 246,274 | |
| Finance costs | 11 | – | (275,917) |
| Net profit for the year after finance costs before foreign exchange (losses)/gains | 47,250,258 | 45,919,615 | |
| Net foreign exchange (losses)/ gains | 7 | (12,978) | 177,803 |
| Profit for the year | 47,237,280 | 46,097,418 | |
| Total Comprehensive Income for the year | 47,237,280 | 46,097,418 | |
| Pence | Pence | ||
| Earnings per Share for the year – Basic and Diluted | 9 | 21.47 | 20.95 |
In arriving at the results for the financial year, all amounts above relate to continuing operations.
As at 31 March 2025
| Notes | 31 Mar 2025 GBP |
31 Mar 2024 GBP |
|
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Property, Plant and Equipment – Aircraft | 10 | – | 167,283,686 |
| CURRENT ASSETS | |||
| Property, Plant and Equipment – Aircraft | 10 | 143,673,234 | – |
| Receivables | 13 | 95,291 | 150,869 |
| Cash and cash equivalents | 16 | 15,499,951 | 14,588,898 |
| 159,268,476 | 14,739,767 | ||
| TOTAL ASSETS | 159,268,476 | 182,023,453 | |
| CURRENT LIABILITIES | |||
| Deferred income | 4 | 30,931,556 | 51,861,582 |
| Payables | 14 | 65,574 | 57,273 |
| 30,997,130 | 51,918,855 | ||
| NON-CURRENT LIABILITIES | |||
| Deferred income | 4 | – | 30,920,532 |
| TOTAL LIABILITIES | 30,997,130 | 82,839,387 | |
| TOTAL NET ASSETS | 128,271,346 | 99,184,066 | |
| EQUITY | |||
| Share capital | 15 | 208,953,833 | 208,953,833 |
| Retained loss | (80,682,487) | (109,769,767) | |
| TOTAL EQUITY | 128,271,346 | 99,184,066 | |
| Pence | Pence | ||
| Net asset value per Share based on 220,000,000 (31 March 2024: | |||
| 220,000,000) shares in issue | 58.31 | 45.08 |
The Consolidated Financial Statements were approved by the Board of Directors and authorised for issue 23 July 2025 and are signed on its behalf by:
Andreas Tautscher Fiona Le Poidevin Director Director
For the year ended 31 March 2025
| Notes | Year ended 31 Mar 2025 GBP |
Year ended 31 Mar 2024 GBP |
|
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Profit for the year | 47,237,280 | 46,097,418 | |
| Movement in deferred income | (51,850,558) | (30,138,469) | |
| Interest received | (453,822) | (246,274) | |
| Depreciation of Aircraft | 10 | 18,975,040 | 26,973,885 |
| Impairment of Aircraft | 10 | 4,635,412 | – |
| Loan interest payable | 11 | – | 196,319 |
| Increase/(Decrease) in payables | 8,301 | (31,621) | |
| Decrease/(Increase) in receivables | 55,578 | (3,046) | |
| Foreign exchange movement | 7 | 12,978 | (177,803) |
| Amortisation of debt arrangement costs | 11 | – | 79,598 |
| NET CASH GENERATED FROM OPERATING ACTIVITIES | 18,620,209 | 42,750,007 | |
| INVESTING ACTIVITIES | |||
| Interest received | 453,822 | 246,274 | |
| Proceeds on short-term investments | – | 474,385 | |
| NET CASH GENERATED FROM INVESTING ACTIVITIES | 453,822 | 720,659 | |
| FINANCING ACTIVITIES | |||
| Dividends paid | 8 | (18,150,000) | (18,150,000) |
| Repayments of capital on borrowings | – | (24,209,370) | |
| Interest on borrowings | – | (200,516) | |
| NET CASH USED IN FINANCING ACTIVITIES | (18,150,000) | (42,559,886) | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 14,588,898 | 13,692,410 | |
| Increase in cash and cash equivalents | 924,031 | 910,780 | |
| Effects of foreign exchange rates | (12,978) | (14,292) | |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 16 | 15,499,951 | 14,588,898 |
For the year ended 31 March 2025
| Note | Share Capital GBP |
Retained Loss GBP |
Total GBP |
|
|---|---|---|---|---|
| Balance as at 1 April 2024 | 208,953,833 | (109,769,767) | 99,184,066 | |
| Total Comprehensive Income for the year | – | 47,237,280 | 47,237,280 | |
| Dividends paid | 8 | – | (18,150,000) | (18,150,000) |
| Balance as at 31 March 2025 | 208,953,833 | (80,682,487) | 128,271,346 | |
| Share Capital GBP |
Retained Loss GBP |
Total GBP |
||
| Balance as at 1 April 2023 | 208,953,833 | (137,717,185) | 71,236,648 | |
| Total Comprehensive Income for the year | – | 46,097,418 | 46,097,418 | |
| Dividends paid | 8 | – | (18,150,000) | (18,150,000) |
| Balance as at 31 March 2024 | 208,953,833 | (109,769,767) | 99,184,066 |
For the year ended 31 March 2025
The Consolidated Financial Statements incorporate the results of the Company and its Subsidiary (together known as the Group).
The Company was incorporated in Guernsey on 29 March 2012 with registered number 54908. The address of the registered office is given on page 71. Its Share Capital consists of Shares and Administrative Shares. The Company's Shares have been admitted to trading on the SFS of the LSE Main Market.
The Company's investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft. The principal activities of the Company are set out in the Chair's Statement and Key Information on pages 7 to 8 and 17 to 20 respectively.
The material accounting policies adopted by the Group are as follows:
The Consolidated Financial Statements have been prepared in conformity with IFRS Accounting Standards and applicable Guernsey law.
The Directors have made the judgement that the Company should prepare the Consolidated Financial Statements on a basis other than going concern. The Group and Emirates reached an agreement that the Company will sell the four Assets to Emirates. The date of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being between 29 August 2025 and 14 November 2025) and 27 August 2025 for MSN 133. The total aggregate consideration to be paid by Emirates to the Company is £131.91 million for the four Assets.
The Directors intend to distribute the sale proceeds to Shareholders, net of any liquidation and other costs and assuming successful completion and no further or unexpected costs or events, as soon as possible following the last Lease End Date. It is currently anticipated that the process for liquidation of the Company will commence as soon as practicably possible thereafter.
Notwithstanding this determination, the Directors consider that the Company remains solvent and is able to meet its liabilities as they fall due.
As a result, the assets and liabilities have been reclassified from non-current to current, specifically the Property, Plant and Equipment – Aircraft which is now classified as current. The sales are expected to be completed within 12 months post year end.
Under a basis other than going concern, the Aircraft is measured at NRV, based on conditions existing at the end of the reporting period. NRV is defined as the sales proceeds less sales related costs. All other assets and liabilities have been assessed as not materially different to the amortised cost as disclosed in the corresponding accounting policies set out below.
The accounting policies adopted are consistent with those of the previous financial year, except for the adoption of the new and amended standards set out below.
The following Standards and Interpretations have been adopted in the current year. Their adoption has not had a material impact on the amounts reported in these Consolidated Financial Statements and is not expected to have any impact on future financial periods except where stated otherwise:
Classification of Liabilities as Current or Non-current – Deferral of Effective Date (Amendment to IAS 1) – The amendment defers the effective date of the January 2020 amendments so that entities would be required to apply the amendment for annual periods beginning on or after 1 January 2024.
(continued)
For the year ended 31 March 2025
(b) Adoption of new and revised Standards (continued)
Amendment to IFRS 16 – Leases on sale and leaseback. These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted. Annual periods beginning on or after 1 January 2024.
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments to IAS 1. IAS 1.76ZA has been added to require an entity to provide disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.
This disclosure must include information about the covenants and the related liabilities as well as any facts and circumstances that indicate the entity may have difficulty complying with the covenants. Effective for annual periods beginning on or after 1 January 2024.
Amendment to IAS 7 and IFRS 7 – Supplier finance – The disclosure requirements are the IASB's response to investors' concerns that some companies' supplier finance arrangements are not sufficiently visible, hindering investors' analysis. The amendment is effective for annual financial reporting periods beginning on or after 1 January 2024.
IFRS S1, 'General requirements for disclosure of sustainability' – related financial information. This standard includes the core framework for the disclosure of material information about sustainability-related risks and opportunities across an entity's value chain. Effective for reporting periods beginning on or after 1 January 2024. As at 31 March 2025, the standard has not been endorsed yet in the Company's jurisdiction.
IFRS S2, 'Climate-related disclosures' – This is the first thematic standard issued that sets out requirements for entities to disclose information about climate-related risks and opportunities. Effective for reporting periods beginning on or after 1 January 2024. As at 31 March 2025, the standard has not been endorsed yet in the Company's jurisdiction.
The following Standards and Interpretations have been issued but not yet effective. Their adoption is not expected to have any impact on future financial periods except where stated otherwise:
The Effects of Changes in Foreign Exchange (Amendments to IAS 21) – Require disclosure of information that enables users of financial statements to understand the impact of a currency not being exchangeable. The effective date of the standard is for years beginning on or after 01 January 2025, subject to endorsement of the standard in the Company's jurisdiction, which is to be confirmed.
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments – The amendments address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9 Financial Instruments. Applicable to annual reporting periods beginning on or after 1 January 2026.
IFRS 18 Presentation and Disclosures in Financial Statements – includes requirements for all entities applying IFRS Accounting Standards for the presentation and disclosure of information in financial statements. Applicable to annual reporting periods beginning on or after 1 January 2027. The Directors are assessing the impact, which may result in material changes to the presentation of financial information but is not expected to change that information itself. The Directors intend to apply the standard when it becomes effective.
The Board have assessed the new but not yet effective standards applicable to the Company and have concluded that they will not have a material impact due to the anticipated remaining life of the Company post sale of the Assets.
(continued)
For the year ended 31 March 2025
The consolidated financial information incorporates the results of the Company and the Subsidiary. The Company owns 100% of all the shares in the Subsidiary which grants it exposure to variable returns from the entities and the power to affect those returns, granting it control in accordance with IFRS 10.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial information.
The Company and its Subsidiary have been assessed for income tax at the Guernsey standard rate of zero percent (0%).
Shares are classified as equity. Incremental costs directly attributable to the issue of Shares are recognised as a deduction from equity.
All expenses are accounted for on an accruals basis.
Finance income relates to bank interest and is accounted for on an accruals basis.
The currency of the primary economic environment in which the Company operates (the "functional currency") is GBP, £ or Sterling, which is also the Group's presentation currency. Transactions denominated in foreign currencies are translated into Sterling at the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency applying the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Consolidated Statement of Comprehensive Income.
Cash at bank and short term deposits which are held to maturity are recognised at initial recognition at its fair value plus transaction costs and are subsequently measured at amortised cost. Cash and cash equivalents are defined as call deposits, short term deposits with a term of no more than three months from the start of the deposit and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
The Directors are of the opinion that the Group is engaged in a single segment of business, being acquiring, leasing and then selling of the Aircraft.
All Aircraft are leased to one lessee, based in the Middle East. Rental income of £72,322,937 (2024: £74,832,510), as well as the net book value of the Aircraft £143,673,234 (2024: £167,283,686) held by the Group is all considered to be from the Middle East. Revenue from the Group's country of domicile, Guernsey, was £Nil (2024: £Nil).
(continued)
For the year ended 31 March 2025
During the reporting period ended 31 March 2025, the Group's principal activity was the leasing of four Aircraft to Emirates. All lease payments were received from Emirates in accordance with contractual terms, and the Group maintained sufficient liquidity to meet all operational and financial obligations throughout the period. The Group's principal activities are set out within note 1. The financial position of the Group is set out on page 48.
As announced on 11 July 2025, the Group and Emirates reached an agreement that the Group will sell the four Assets to Emirates. The date of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being 29 August 2025,14 November 2025 and 29 October 2025 respectively) and 27 August 2025 for MSN 133.
Until the Lease End Date (and August for MSN133), it is expected that the operating leases will continue as contracted.
The date of title transfer for MSN 133 has been agreed to facilitate required maintenance scheduled to take place outside of Dubai.
The total aggregate consideration to be paid by Emirates to the Group is £131.91 million for the four Assets (equivalent to approximately USD180 million in total).
Following receipt of all sale proceeds and settlement of all liabilities and costs, the Board intends to distribute the net proceeds to Shareholders, net of any liquidation and other costs and assuming successful completion and no further or unexpected costs or events, as soon as possible following the last Lease End Date, and effect a solvent voluntary liquidation.
Following the completion of the sale of all the Group's Aircraft to Emirates, and in accordance with the Articles of Association, the Directors intend to proceed to an orderly wind-up of the Group. Accordingly, the Group no longer meets the definition of a going concern (i.e. an entity which will continue its operations for the foreseeable future).
After having considered the above, the Directors have concluded that it is appropriate to prepare the Consolidated Financial Statements on a basis other than going concern.
Under a basis other than going concern, the Aircraft is measured at NRV, based on conditions existing at the end of the reporting period. NRV is defined as the sales proceeds less sales related costs. All other assets and liabilities have been assessed as not materially different to the amortised cost as disclosed in the corresponding accounting policies set out in note 2. Assets and liabilities have been reclassified from non-current to current. 'Property, Plant and Equipment – Aircraft' has been reclassified from non-current to current, due to the agreed sales of the Aircraft to Emirates. The sales are expected to be completed within 12 months post year end.
Notwithstanding the determination that it is appropriate to prepare the Consolidated Financial Statements on a basis other than going concern, the Directors consider that the Group remains solvent and is able to meet its liabilities as they fall due.
In considering the Group's solvency and ability to meet liabilities as they fall due until the completion of the liquidation process, the Directors have reviewed all available information, including post-transaction balances, forecast liabilities, and wind-up costs, and have assessed that the Group remains solvent on a distribution basis and able to meet all its financial obligations up to and through the completion of the voluntary liquidation.
(continued)
For the year ended 31 March 2025
The Leases relating to the Assets have been classified as operating leases as the terms of the Leases do not transfer substantially all the risks and rewards of ownership to the Lessee. The Assets are shown as current assets in the Consolidated Statement of Financial Position. Further details of the Leases are given in note 12.
Rental income and advance lease payments from operating leases are recognised on a straight-line basis over the term of the relevant Lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased Asset and amortised on a straight-line basis over the lease term.
The deferred and accrued income represents the difference between actual payments received in respect of the lease income (including some received in full upfront) and the amount to be accounted for in the accounting records on a straight-line basis over the lease terms. This liability/receivable will reduce over time as the leases continue and approach the end of the lease terms.
In line with IAS 16, each Asset is initially recorded at the fair value of the consideration paid. The cost of the Asset is made up of the purchase price of the Asset plus any costs directly attributable to bringing it into working condition for its intended use. Costs incurred by the Lessee in maintaining, repairing or enhancing the Aircraft are not recognised as they do not form part of the cost to the Group. Property, plant, and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Accumulated depreciation and any recognised impairment losses are deducted from cost to calculate the carrying amount of the Asset.
Subsequently, depreciation is recognised so as to write off the cost of each Asset less the estimated residual value over the estimated useful life of the Asset of 12 years, using the straight-line method.
The depreciation method reflects the pattern of benefit consumption. The residual value is reviewed regularly and is an estimate of the fair amount the entity would receive today. Useful life is also reviewed regularly and, for the purposes of the Consolidated Financial Statements represents the likely period of the Group's ownership of these Assets. Depreciation starts when the Asset is available for use.
The Group has regularly reviewed whether the carrying values of the Aircraft were appropriate. Quarterly the Board received an update on the performance of Emirates Airline and whether there were any concerns over their viability from the advisors. The Board also received regular updates on the market for A380 aircraft and whether there were any actions by Emirates or others that would make the A380 more or less attractive at that time (and therefore influence value). If any such indication existed, the recoverable amount of the Asset is estimated to determine the extent of the impairment loss (if any). Further details are given in note 3.
As at the reporting date, the carrying amount of the Aircraft will be recovered principally through a sale transaction rather than through continuing use and the Company has reviewed the carrying amounts of the Aircraft to determine whether there was any indication that the aircraft had suffered an impairment loss.
Due to the agreement for the sale of the Aircraft post year end, the recoverable amount of the aircraft, being the higher of fair value less costs to sell and VIU, was estimated to determine the extent of the impairment loss. In assessing VIU, the agreed sales proceeds less expected sales related costs are used, and rental cash flows to the end of the contract are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the aircraft for which any estimates of future cash flows have not been adjusted.
(continued)
For the year ended 31 March 2025
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire, are extinguished, or if the Group transfers the financial assets to a third party and transfers all the risks and rewards of ownership of the financial asset, or if the Group does not retain control of the asset and transfers substantially all the risk and rewards of ownership of the financial asset.
Under IFRS 9, on initial recognition, a financial asset is classified as measured at:
The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. The Group only has financial assets that are classified at amortised cost.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated at FVTPL:
Financial liabilities consist of payables and borrowings. The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics. All financial liabilities are initially measured at fair value, net of transaction costs. All financial liabilities are recorded on the date on which the Group becomes party to the contractual requirements of the financial liability. 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 the 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, to the net carrying amount on initial recognition.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
Dividends are accounted for in the period which they are declared and approved by the Board.
(continued)
For the year ended 31 March 2025
In the application of the Group's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimates that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the Consolidated Financial Statements.
As described in note 2(m), the Group depreciates the Assets on a straight-line basis over the estimated useful life of the Assets after taking into consideration the estimated residual value.
IAS 16 requires residual value to be determined as an estimate of the amount that the Group would currently obtain from the disposal of the Asset, after deducting the estimated costs of disposal, if the Asset were of the age and condition expected at the end of its useful life.
The Group and Emirates reached an agreement that the Company would sell the four Aircraft to Emirates. The total aggregate consideration to be paid by Emirates to the Group is £131.91 million for the four Assets. Thus, residual values as at 31 March 2025 have been arrived at by taking these agreed sale proceeds and deducting sale related costs. This ranges from £34.2 million to £34.8 million.
The residual value as at 31 March 2024 of the A380 Aircraft were determined using soft values excluding inflation since Directors consider this best approximates to residual value as required by IAS 16. For 31 March 2024 this ranged from £31.2 million to £31.6 million and was arrived at by taking the average amount of three independent external valuers and after taking into account disposition fees where applicable.
A sensitivity showing the impact of a change in residual value is not relevant as at 31 March 2025 because Emirates and the Company have agreed that the Aircraft will be sold for a fixed consideration to the Lessee at the end of the Lease.
A 10 percent reduction in the residual value used in the asset valuation as at 31 March 2024 would however have increased the depreciation charges by £4.9 million. Closing shareholder equity would have fallen by the same amount. Conversely, an increase in residual values as at 31 March 2024 would have had an equal and opposite effect.
Asset under IAS 16, is estimated based on the expected period for which the Group will own and lease the Aircraft. The Board of Directors expects that the Aircraft will have a working life in excess of this period.
As described in note 2(m), an impairment loss exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its VIU. The Group regularly reviews the Assets for any indications of impairment as required by IAS 16 Property, Plant and Equipment and IAS 36 Impairment of Assets.
In assessing VIU, the estimated future cash flows expected to be generated by the Assets (i.e. the income streams associated with the Lease and the agreed sales proceeds less expected sales related at the end of the Lease) are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the Assets and the credit risk profile of the Lessee.
(continued)
For the year ended 31 March 2025
The Board assessed the discount rate. The Board considered that the discount rate is applied in the VIU calculation against both future rental income, which is subject to a binding contract with the Lessee, and fair value less cost of disposal, which is the sales proceeds less sales related costs. It further noted that as the leases approach the end of their terms, the relative importance of future rental income has declined significantly. This has therefore resulted in revisions to the discount rate in comparison with those employed in previous years.
The Board together with the Asset Manager have conducted an impairment review in the current year and determined that there is indication of impairment considering the significant changes which will take place in the near future as a result of the agreed sale of aircraft, the carrying amount of the Group's net assets is more than its market capitalisation and the imminent liquidation of the Group.
The impairment assessment was performed by comparing the depreciated cost of the Aircraft with VIU and the fair value less costs to sell. Rental cash flows to the end of the contracts have been used in the calculation of VIU as the cash flows are contractual. Any assumptions with regards to issues in counterparty credit risk would be reflected in the discount rate used to calculate the net present value of future cash flows. In assessing VIU, the agreed sales proceeds less expected sales related costs is used, and rental cash flows to the end of the contract are discounted to the present value using the companies risk discount rate of 5.5 percent (2024: 9.25 percent). The present value produced by this calculation was lower as at 31 March 2025 than depreciated cost and so gave rise to an impairment loss.
The Directors, with the support of its Asset Manager believe that for the Group it is reasonable to assume as of the date of approval of the annual financial statements that Emirates will continue with the contracted lease rental payments and the purchase of the Aircraft, and there is no evidence at this time that Emirates will default.
The Directors have received advice from the service providers, and consider that 5.5 percent (2024: 9.25 percent) is the most appropriate risk discount rate for the following reasons:
Based on the impairment review performed, an impairment loss of £4,635,412 was recognised the current year (31 March 2024: £Nil), which resulted in a carrying value of the Aircraft in total to £143,673,234 at year end (31 March 2024: £167,283,686), as reflected in note 10.
If the discount rate had been decreased by 0.5 percentage points with effect from the beginning of the year, the net profit for the year and closing shareholder's equity would have been increased by approximately £0.37 million. An increase in the discount rates by 0.5 percentage points would have an equal and opposite effect.
The Group has regularly reviewed the carrying amount of its Assets and monitor the Assets for any indications of impairment as required by IAS 16 and IAS 36. Quarterly the Board received an update on the performance of Emirates Airline and whether there were any concerns over their viability from the advisors. The Board also received regular updates on the market for A380 aircraft and whether there were any actions by Emirates or others that would make the A380 more or less attractive at that time (and therefore influence value).
(continued)
For the year ended 31 March 2025
The Directors have made the judgement that the Group should prepare the Consolidated Financial Statements on a basis other than going concern. 'Property, Plant and Equipment – Aircraft' has been reclassified from non-current to current, due to the agreed sales of the Aircraft to Emirates. Refer to note 2(a).
The Group has entered into operating leases on four (31 March 2024: four) Assets. The Group has determined, based on an evaluation of the terms and conditions of the arrangement, including consideration of the useful life versus the useful economic life of the aircraft, that it retains all the significant risks and rewards of ownership of these Assets as well as assumes the entirety of the residual value risk, and accounts for the contracts as operating leases.
| Year ended 31 Mar 2025 GBP |
Year ended 31 Mar 2024 GBP |
|
|---|---|---|
| A rent income | – | 24,221,657 |
| Adjustment to spread total income receivable | ||
| over the term of the lease | 48,959,676 | 27,155,382 |
| Amortisation of advance rental income | 3,184,479 | 3,193,203 |
| Deduction of rebate monies | (293,602) | (266,205) |
| 51,850,553 | 54,304,037 | |
| B rent income | 20,472,384 | 20,472,384 |
| Adjustment to spread total income receivable | ||
| over the term of the lease | – | 56,089 |
| 20,472,384 | 20,528,473 | |
| Total rental income | 72,322,937 | 74,832,510 |
Rental income is derived from the leasing of the Assets. Rent is split into A rent, which is received in USD and B rent, which is received in Sterling. Rental income received in USD is translated into the functional currency (Sterling) at the date of the transaction. The adjustment to spread income received in USD over the term of the lease has been credited to rental income in Sterling using foreign exchange rates prevailing on the dates the advanced rental income was originally received.
Total deferred income of £30,931,556 (31 March 2024: £82,782,114) is based on the difference between the actual cash received in respect of the lease income and the amount of income recognized based on a straight-line basis over the lease term.
(continued)
For the year ended 31 March 2025
| Year ended 31 Mar 2025 GBP |
Year ended 31 Mar 2024 GBP |
|
|---|---|---|
| Asset management fee (note 21) | 712,956 | 695,565 |
| Corporate shareholder and advisor fee (note 21) | 528,112 | 515,232 |
| Directors' remuneration (note 6) | 157,985 | 132,375 |
| Directors' and officers' insurance* | 144,902 | 274,953 |
| Liaison agent fee | 79,043 | 77,015 |
| Audit fee | 78,058 | 44,000 |
| Administration fees | 71,866 | 74,494 |
| Legal and professional expenses | 35,412 | 16,561 |
| Accountancy fees | 29,657 | 28,934 |
| Registrar fees | 18,251 | 16,876 |
| Annual fees | 1,955 | 1,000 |
| Bank interest and charges | 1,860 | 827 |
| Other operating expenses | 55,992 | 31,535 |
| 1,916,049 | 1,909,367 |
* The reduction of this expense is due to a sharp fall in the premiums levied in the relevant sectors of the insurance market.
Directors' remuneration was formally reviewed and increased during the Period, to reflect market conditions, effective 1 January 2025.
During the Period, each of the Company's Directors was paid a fee of £35,940 per annum, except for the Chair, with a fee of £44,270 per annum and the Chair of the AR Committee, with a fee of £41,835 per annum.
Effective 1 January 2025 under their terms of appointment, each of the Company's Directors is paid a fee of £53,760 (31 March 2024: £30,000) per annum, except for the Chair, with a fee of £66,080 (31 March 2024: £37,000) per annum and the Chair of the AR Committee, with a fee of £63,840 (31 March 2024: £34,500) per annum.
| Year ended 31 Mar 2025 GBP |
Year ended 31 Mar 2024 GBP |
|
|---|---|---|
| Cash at bank | (12,978) | (14,293) |
| Borrowings (note 19) | – | 190,509 |
| Rebates | – | 1,587 |
| (12,978) | 177,803 |
The foreign exchange loss in the year reflects the 2.28 percent movement in the Sterling/USD exchange rate from 1.2623 as at 31 March 2024 to 1.2918 as at 31 March 2025.
(continued)
For the year ended 31 March 2025
| Year ended 31 Mar 2025 | |||
|---|---|---|---|
| GBP | Pence per Share |
||
| First interim dividend | 4,537,500 | 2.0625 | |
| Second interim dividend | 4,537,500 | 2.0625 | |
| Third interim dividend | 4,537,500 | 2.0625 | |
| Fourth interim dividend | 4,537,500 | 2.0625 | |
| 18,150,000 | 8.25 |
| Year ended 31 Mar 2024 | |||
|---|---|---|---|
| GBP | Pence per Share |
||
| First interim dividend | 4,537,500 | 2.0625 | |
| Second interim dividend | 4,537,500 | 2.0625 | |
| Third interim dividend | 4,537,500 | 2.0625 | |
| Fourth interim dividend | 4,537,500 | 2.0625 | |
| 18,150,000 | 8.25 |
Refer to the subsequent events in note 22 in relation to dividends declared and paid after year end.
Earnings per share is based on the net profit for the year attributable to holders of Shares in the Company of £47,237,280 (31 March 2024: net profit for the year of £46,097,418) and 220,000,000 (31 March 2024: 220,000,000) Shares being the weighted average number of Shares in issue during the year.
There are no dilutive instruments and therefore basic and diluted earnings per share are identical.
(continued)
For the year ended 31 March 2025
| Aircraft 31 Mar 2025 GBP |
Aircraft 31 Mar 2024 GBP |
|
|---|---|---|
| COST | ||
| Balance at beginning of the year | 618,050,915 | 618,050,915 |
| Balance at year end | 618,050,915 | 618,050,915 |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT | ||
| Balance at beginning of the year | 450,767,229 | 423,793,344 |
| Depreciation charge based on previous residual values | 26,900,181 | 27,311,414 |
| Adjustment due to change in USD residual values | (9,995,656) | (1,475,594) |
| Adjustment due to FX movements on residual values | 2,070,515 | 1,138,065 |
| Net depreciation charge for the year | 18,975,040 | 26,973,885 |
| Adjustment due to impairment | 4,635,412 | – |
| Balance at year end | 474,377,681 | 450,767,229 |
| CARRYING AMOUNT | ||
| Balance at year end | 143,673,234 | 167,283,686 |
The Company and Emirates reached an agreement that the Company would sell the four Aircraft to Emirates. The total aggregate consideration to be paid by Emirates to the Company is £131.91 million for the four Assets. Aircraft has thus been classified as a current asset in the Consolidated Statement of Financial Position.
Residual values as at 31 March 2025 have been arrived at by taking these agreed sale proceeds and deducting sale related costs. As at 31 March 2024, the Group used current soft values excluding inflation which best approximates residual value as required per IAS 16 (refer to note 3). The combined effect of translating residual values at the Sterling /USD exchange rate prevailing at 31 March 2025 of 1.2918 (31 March 2024: 1.2623) and a 12.34 percent increase in residual values in USD terms, resulted in a £7,925,141 decrease in the annual depreciation charge for the current year as compared to the charge which would have been made if based on the 31 March 2024 residual value and foreign exchange rates.
Under IFRS 16 the direct costs attributed in negotiating and arranging the operating leases have been added to the carrying amount of the leased Asset and therefore are being recognised as an expense over the lease term. The costs have been allocated to each Aircraft based on the proportional cost of the Asset.
Refer to note 3 for details on the impairment review, sensitivities conducted and residual value assumptions and estimates.
| Year ended 31 Mar 2025 GBP |
Year ended 31 Mar 2024 GBP |
|---|---|
| Amortisation of debt arrangements costs – |
79,598 |
| Interest payable – |
196,319 |
| – | 275,917 |
(continued)
For the year ended 31 March 2025
The amounts of minimum future lease receipts at the reporting date under non-cancellable operating leases are detailed below:
| 31 Mar 2025 | 31 Mar 2024 | |||
|---|---|---|---|---|
| Aircraft- A rental receipts GBP |
Aircraft- B rental receipts GBP |
Aircraft- A rental receipts GBP |
Aircraft- B rental receipts GBP |
|
| Year 1 | – | 10,245,576 | – | 20,472,384 |
| Year 2 | – | – | – | 10,245,576 |
| – | 10,245,576 | – | 30,717,960 |
The operating leases are for four Airbus A380-861 aircraft. The terms of the leases are as follows:
MSN132 Limited – term of the lease is for 12 years ending August 2025. The initial lease was for 10 years ended August 2023, with an extension period of two years ending August 2025, in which rental payments reduced. The Group and Emirates have reached agreement to sell the respective Asset to Emirates on 29 August 2025.
MSN133 Limited – term of the lease is for 12 years ending November 2025. The initial lease was for 10 years ended November 2023, with an extension period of two years ending November 2025, in which rental payments reduced. The Group and Emirates have reached agreement to sell the respective Asset to Emirates on 27 August 2025. The date of title transfer for MSN 133 has been agreed to facilitate required maintenance scheduled to take place outside of Dubai. Any rent that was due up until November 2025, will be paid to the Company on 27 August 2025 with a corresponding discount for early payment.
MSN134 Limited – term of the lease is for 12 years ending November 2025. The initial lease was for 10 years ended November 2023, with an extension period of two years ending November 2025, in which rental payments reduced. The Group and Emirates have reached agreement to sell the respective Asset to Emirates on 14 November 2025.
MSN136 Limited – term of the lease is for 12 years ending October 2025. The initial lease was for 10 years ended October 2023, with an extension period of two years ending October 2025, in which rental payments reduced. The Group and Emirates have reached agreement to sell the respective Asset to Emirates on 29 October 2025.
| 31 Mar 2025 | 31 Mar 2024 GBP |
|
|---|---|---|
| GBP | ||
| Prepayments | 95,251 | 132,541 |
| Sundry debtors | 40 | 40 |
| Accrued interest – |
18,288 | |
| 95,291 | 150,869 |
The above carrying value of receivables is its reasonable approximation of the fair value.
(continued)
For the year ended 31 March 2025
| 31 Mar 2025 GBP |
31 Mar 2024 GBP |
|
|---|---|---|
| Accrued administration fees | 8,339 | 8,478 |
| Accrued audit fee | 43,700 | 22,000 |
| Accrued registrar fees | 1,170 | 1,052 |
| Other accrued expenses | 12,365 | 25,743 |
| 65,574 | 57,273 |
The above carrying value of payables is its reasonable approximation of the fair value.
The Share Capital of the Company is represented by an unlimited number of shares.
| Administrative | ||
|---|---|---|
| Issued | Shares | Shares |
| Issued shares as at 31 March 2025 and 31 March 2024 | 2 | 220,000,000 |
| Administrative | |||
|---|---|---|---|
| Shares | Shares | Total | |
| Issued Shares | GBP | GBP | GBP |
| Share Capital as at 31 March 2025 and 31 March 2024 | – | 208,953,833 | 208,953,833 |
Members holding Shares are entitled to receive and participate in any dividends out of income attributable to the Shares; other distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting period; or other income or right to participate therein.
Upon winding up, Shareholders are entitled to the surplus assets attributable to the share class remaining after payment of all the creditors of the Company. Members have the right to receive notice of and to attend, speak and vote at general meetings of the Company.
The holders of Administrative Shares are not entitled to receive, and participate in, any dividends out of income; other distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting period; or other income or right to participate therein. On a winding up, holders are entitled to a return of capital paid up on them after the Shares have received a return of their capital paid up but ahead of the return of all additional capital to the holders of Shares.
The holders of Administrative Shares shall not have the right to receive notice of and no right to attend, speak and vote at general meetings of the Company, except for at a general meeting proposing a liquidation resolution or if there are no Shares in existence.
(continued)
For the year ended 31 March 2025
| 31 Mar 2025 GBP |
31 Mar 2024 GBP |
|
|---|---|---|
| Cash at bank | 2,089,150 | 8,581,445 |
| Cash deposits | 13,410,801 | 6,007,453 |
| 15,499,951 | 14,588,898 |
Cash and cash equivalents are highly liquid, readily convertible and are subject to insignificant risk of changes in value.
The Group's main financial instruments comprise of Cash and cash equivalents that arise directly from the Group's operations.
The Group's objective is to obtain income and returns and a capital return for its Shareholders by acquiring, leasing and then selling Aircraft.
The following table details the categories of financial assets and liabilities held by the Group at the reporting date:
| 31 Mar 2025 GBP |
31 Mar 2024 GBP |
|
|---|---|---|
| Financial Assets | ||
| Cash and cash equivalents | 15,499,951 | 14,588,898 |
| Receivables (excluding prepayments) | 40 | 18,328 |
| Financial Assets measured at amortised cost | 15,499,991 | 14,607,226 |
| Financial Liabilities | ||
| Payables – due within one year | 65,574 | 57,273 |
| Financial Liabilities measured at amortised cost | 65,574 | 57,273 |
The main risks arising from the Group's financial instruments are capital management risk, foreign currency risk, credit risk, liquidity risk and interest rate risk. The Board regularly review and agrees policies for managing each of these risks and these are summarised below:
The Group manages its capital to ensure that the Group will be able to continue to meet its obligations as they fall due until the termination of the Lease agreements and the anticipated liquidation of the Company. The Company is not subject to any externally imposed capital requirements.
The capital structure of the Group consists of cash and cash equivalents disclosed in note 16 and equity attributable to equity holders, comprising issued capital and retained earnings.
(continued)
For the year ended 31 March 2025
The Company's Board typically reviews the capital structure on a bi-annual basis though with the Directors intention to distribute the sale proceeds of the Assets to Shareholders, net of any liquidation and other costs and assuming successful completion and no further or unexpected costs or events, as soon as possible following the Lease End Date, more frequent review is planned for the period leading up to the anticipated liquidation.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025 and 2024.
The Group's accounting policy under IFRS Accounting Standards requires the use of a Sterling historic cost of the Assets and the value of the USD debt as translated at the spot exchange rate on every reporting date. In addition, USD operating lease receivables are not immediately recognised in the Consolidated Statement of Financial Position and are accrued over the period of the Leases. The Directors consider that this introduces an artificial variance due to the movement over time of foreign exchange rates. In actuality, the USD operating lease should offset the USD payables on the amortising debt.
Lease rentals (as detailed in notes 4 and 12) were received in USD and Sterling, with rental currently only being received in Sterling. Those lease rentals previously received in USD were used to pay the equipment note repayments due, also in USD. These were repaid in full in May 2023. Both USD lease rentals and equipment note repayments were fixed and were for similar sums and similar timings. The matching of lease rentals to settle equipment note repayments therefore minimised risks caused by foreign exchange fluctuations.
The amounts of the Group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
| 31 Mar 2025 | 31 Mar 2024 |
|---|---|
| GBP | GBP |
| Cash and cash equivalents (USD) – Asset 555,529 |
558,738 |
The following table details the Group's sensitivity to a 15 percent (31 March 2024: 15 percent) appreciation of the USD against Sterling. This represents the Directors' assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items. The table below shows that profit and other equity increase where the USD strengthens 15 percent because the net dollar assets increase in pound terms (31 March 2024: 15 percent). For a 15 percent (31 March 2024: 15 percent) weakening of the USD against the Pound, there would be a comparable but opposite impact on the profit and other equity.
| 31 Mar 2025 USD Impact GBP |
31 Mar 2024 USD Impact GBP |
|
|---|---|---|
| Profit or loss | 83,329 | 83,811 |
| Net asset value | 83,329 | 83,811 |
(continued)
For the year ended 31 March 2025
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
Please refer to the AR Committee's review of going concern on pages 39 and 40 where an assessment of Emirates is made.
The credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, or with high credit ratings assigned by international credit rating agencies.
The Group's financial assets exposed to credit risk are as follows:
| 31 Mar 2025 GBP |
31 Mar 2024 GBP |
|
|---|---|---|
| Receivables (excluding prepayments) | 40 | 18,328 |
| Cash and cash equivalents | 15,499,951 | 14,588,898 |
| 15,499,991 | 14,607,226 |
Surplus cash in the Group is held in accounts with RBSI, Wilmington Trust and HSBC. The banks have credit rating given by Moody's of P-1, Baa1 and A3 (2024: accounts with RBSI and Wilmington Trust, which have credit ratings given by Moody's of P-1 and Baa1) respectively. The banks are shown as having a stable rating.
There is a contractual credit risk arising from the possibility that the Lessee may default on the lease payments. This risk is mitigated, as under the terms of the lease agreements between the Lessee and the Group, any non-payment of the lease rentals constitutes a "Special Termination Event", under which the Lease terminates and the Group may either choose to sell the Asset or lease the Assets to another party.
At inception of the Lease, the Group selected a Lessee with a strong balance sheet and financial outlook. The financial strength of Emirates is regularly reviewed by the Board and the Asset Manager.
(continued)
For the year ended 31 March 2025
Liquidity risk is the risk that the Group will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments. The Group's main financial commitments are its ongoing operating expenses. The equipment notes were repaid in full in May 2023.
The Company and Emirates reached an agreement that the Company would sell the four Aircraft to Emirates. The total aggregate consideration to be paid by Emirates to the Company is £131.91 million for the four Assets. Refer to note 2(k).
Outside of short-term operational liabilities and liquidation costs the Company does not expect to have any significant financial commitments following the sale of the Aircraft.
Ultimate responsibility for liquidity risk management rests with the Board, which established an appropriate liquidity management framework at the incorporation of the Group, through the timings of lease rentals and debt repayments. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by monitoring forecast and actual cash flows, and by matching profiles of financial assets and liabilities.
The table below details the residual contractual maturities of financial liabilities.
| 31 Mar 2025 | 1-3 months GBP |
3-12 months GBP |
1-2 years GBP |
2-5 years GBP |
Over 5 years GBP |
Total GBP |
|---|---|---|---|---|---|---|
| Financial Liabilities | ||||||
| Payables | 65,574 | – | – | – | – | 65,574 |
| 65,574 | – | – | – | – | 65,574 | |
| 31 Mar 2024 | 1-3 months GBP |
3-12 months GBP |
1-2 years GBP |
2-5 years GBP |
Over 5 years GBP |
Total GBP |
| Financial Liabilities | ||||||
| Payables | 57,273 | – | – | – | – | 57,273 |
| 57,273 | – | – | – | – | 57,273 |
(continued)
For the year ended 31 March 2025
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows. It is the risk that fluctuations in market interest rates will result in a reduction in deposit interest earned on bank deposits held by the Group. The Group mitigates interest rate risk by fixing the interest rate on the equipment notes debt and the lease rentals. The equipment notes were repaid in full in May 2023.
The following table details the Group's exposure to interest rate risks:
| Variable interest |
Fixed interest |
Non-interest Bearing |
Total | |
|---|---|---|---|---|
| 31 Mar 2025 | GBP | GBP | GBP | GBP |
| Financial Assets | ||||
| Receivables (excluding prepayments) | – | – | 40 | 40 |
| Cash and cash equivalents | 15,499,951 | – | – | 15,499,951 |
| Total Financial Assets | 15,499,951 | – | 40 | 15,499,991 |
| Financial Liabilities | ||||
| Payables | – | – | 65,574 | 65,574 |
| Total Financial Liabilities | – | – | 65,574 | 65,574 |
| Total interest sensitivity gap | 15,499,951 | – |
| Variable interest |
Fixed interest |
Non-interest Bearing |
Total | |
|---|---|---|---|---|
| 31 Mar 2024 | GBP | GBP | GBP | GBP |
| Financial Assets | ||||
| Receivables (excluding prepayments) | – | – | 18,328 | 18,328 |
| Cash and cash equivalents | 14,588,898 | – | – | 14,588,898 |
| Total Financial Assets | 14,588,898 | – | 18,328 | 14,607,226 |
| Financial Liabilities | ||||
| Payables | – | – | 57,273 | 57,273 |
| Total Financial Liabilities | – | – | 57,273 | 57,273 |
| Total interest sensitivity gap | 14,588,898 | – |
If interest rates had been 150 basis points (31 March 2024: 250 basis points) higher throughout the year and all other variables were held constant, the Group's net assets attributable to Shareholders as at 31 March 2025 would have been £232,499 (31 March 2024: £364,722) greater due to an increase in the amount of interest receivable on the bank balances.
If interest rates had been 150 basis points (31 March 2024: 250 basis points) lower throughout the year and all other variables were held constant, the Group's net assets attributable to Shareholders as at 31 March 2025 would have been £232,499 (31 March 2024: £364,722) lower due to a decrease in the amount of interest receivable on the bank balances.
(continued)
For the year ended 31 March 2025
The following table discloses the changes in liabilities arising from finance activities including, both changes arising from cash flows and non-cash flows. This table below excludes non-cash flows arising from the amortisation of associated costs. The equipment notes were repaid in full in May 2023.
| 31 Mar 2025 GBP |
31 Mar 2024 GBP |
|
|---|---|---|
| Opening Balance | – | 24,215,843 |
| Cash flows paid – capital | – | (24,209,370) |
| Cash flows paid – interest | – | (200,516) |
| Non-cash flows | ||
| - Interest accrued | – | 196,321 |
| - Rebates movement | – | 189,818 |
| - Effects of foreign exchange – Rebates | – | (1,587) |
| - Effects of foreign exchange – Loans | – | (190,509) |
| Closing Balance | – | – |
In the opinion of the Directors, the Group has no ultimate controlling party.
The Board are considered to be key management personnel. For details regarding the Directors' remuneration please refer to note 6. Shares held by them are disclosed on page 22 in the Directors' Report.
Both the Asset Manager and Corporate Shareholder Adviser are considered as providing key management personnel as they indirectly contribute to the planning, directing, and controlling the activities of the Group.
Amedeo is the Group's Asset Manager.
During the year, the Group incurred £791,999 (31 March 2024: £772,580 ) of expenses with Amedeo of which £712,956 (31 March 2024: £695,565 ) related to asset management fees as shown in note 5. As at 31 March 2025, £60,963 (31 March 2024: £59,313) was prepaid to this related party.
Nimrod is the Group's Corporate and Shareholder Advisor.
During the year, the Group incurred £528,112 (31 March 2024: £515,232) of expenses with Nimrod. As at 31 March 2025, £nil (31 March 2024: £nil) was owing to this related party.
On 10 April 2025, a further dividend of 2.0625 pence per Share was declared and this was paid on 30 April 2025.
On 10 July 2025, a further dividend of 2.0625 pence per Share was declared and this is expected to be paid on 31 July 2025.
Apart from the subsequent dividend payments discussed above and the agreed sale of aircraft with Emirates discussed in note 2 (k), there are no other subsequent events to disclose.
For the year ended 31 March 2025
Exchange: Ticker: Listing Date: Financial Year End: Base Currency: ISIN: SEDOL: LEI: Country of Incorporation: Registration number:
Registered Office Doric Nimrod Air Three Limited Ground Floor Dorey Court Admiral Park St Peter Port Guernsey, GY1 2HT
Amedeo Limited Pembroke House 28-32 Pembroke Street Upper Dublin 2, Ireland D02 EK84
Nimrod Capital LLP 35 Ballards Lane London N3 1XW
Amedeo Management Limited Pembroke House 28-32 Pembroke Street Upper Dublin 2, Ireland D02 EK84
Grant Thornton Limited St James Place St James Street St Peter Port Guernsey GY1 2NZ
Specialist Fund Segment of the London Stock Exchange's Main Market DNA3 2 July 2013 31 March Pound Sterling GG00B92LHN58 B92LHN5 213800BMYMCBKT5W8M49 Guernsey 54908
JTC Fund Solutions (Guernsey) Limited Ground Floor Dorey Court Admiral Park St Peter Port Guernsey, GY1 2HT
JTC Registrars Limited Ground Floor, Dorey Court Admiral Park St Peter Port Guernsey, GY1 2HT
Carey Olsen Carey House Les Banques St Peter Port Guernsey, GY1 4BZ
Herbert Smith Freehills LLP Exchange House Primrose Street London England, EC2A 2HS



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