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Amedeo Air Four Plus Limited

Annual Report Jul 31, 2025

10589_10-k_2025-07-31_84a1f5bd-9346-4abd-be31-3cec2d822855.pdf

Annual Report

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AMEDEO AIR FOUR PLUS LIMITED

Consolidated Annual Financial Report For the year ended 31 March

Contents

Page
STRATEGIC REPORT
3
Summary Information
4
Chairman's Statement
5
Asset Manager's Report
8
Environmental, Social and Governance Policy
10
Business Model
14
Board of Directors
16
Corporate Information
CORPORATE GOVERNANCE
24
Directors' Report
26
Statement of Directors' Responsibilities
27
Remuneration Report
28
Corporate Governance Statement
32
Audit Committee Report
35
Independent Auditor's Report
CONSOLIDATED FINANCIAL STATEMENTS
40
Consolidated Statement of Comprehensive Income
41
Consolidated Statement of Financial Position
42
Consolidated Statement of Cash Flows
43
Consolidated Statement of Changes in Equity
44
Notes to the Consolidated Financial Statements
73 KEY ADVISERS AND CONTACT INFORMATION
74 GLOSSARY

STRATEGIC REPORTS Summary Informaton

Listing Specialist Fund Segment of the London Stock Exchange's Main Market.
Ticker AA4
Share Price 61.40 pence (as at 31 March 2025)
59.0 pence (as at 22 July 2025)
Market Capitalisation GBP 160 million (as at 31 March 2025)
GBP 154 million (as at 22 July 2025)
Dividends Announcement Date Dividend Declared
2 April 2024 2.00 pence per ordinary share
2 July 2024 2.00 pence per ordinary share
3 October 2024 2.00 pence per ordinary share
9 January 2025 2.00 pence per ordinary share
Post-Year-End Dividends 2 April 2025 2.00 pence per ordinary share
2 July 2025 2.00 pence per ordinary share
Dividend Payment Dates January, April, July, October
Compulsory Redemption Completion Date Shares redeemed Shares in issue
28 September 2020 214,083,243 428,166,757
8 December 2021 86,828,274 347,313,483
1 March 2023 43,414,122 303,899,361
31 January 2025 43,414,114 260,485,247
Incorporation and Domicile Guernsey
Aircraft Registration Numbers A6-EEY, A6-EOB, A6-EOM, A6-EOQ, A6-EOV, A6-EOX, A6-EPO,
A6-EPQ, HS-THF, HS-THG, HS-THH, HS-THJ
Asset Manager Amedeo Limited
Corporate Broker Panmure Liberum Limited
Administrator JTC Fund Solutions (Guernsey) Limited
Auditor KPMG Channel Islands Limited
SEDOL BQKNKR7 (Effective from 31 January 2025) BNDVLS5 (Prior to
compulsory redemption on 31 January 2025)
ISIN GG00BQKNKR70 (Effective from 31 January 2025) GG00BNDVLS54
(Prior to compulsory redemption on 31 January 2025)
LEI
21380056PDNOTWERG107
Stocks & Shares ISA Eligible
Website www.aa4plus.gg

Chairman's Statement

I am pleased to present the Annual Financial Report for the year ending 31 March 2025.

It is a pleasure to report that the aviation and travel industries remain largely in robust health. Emirates have just reported their most profitable year in their history. Following its successful implementation of its Rehabilitation Plan, Thai Airways officially exited rehabilitation on 16 June 2025. Slow production rates for widebody aircraft mean that existing aircraft types, such as the A380 and B777, remain in demand as airlines have no alternative, as they cannot get enough of the more modern replacements.

Emirates continues to extol the virtues of its fleet of A380 aircraft and has earmarked \$5bn to upgrade its entire fleet with new interiors. This is happening even as they start accepting new generation aircraft such as the A350-900 and possibly next year, the B777-X.

We visited Emirates during the year and have nothing but praise for the robust and forward looking way in which the airline is run.

Thai has ambitious plans to renew its fleet and business. Our aircraft are leased to Thai through to 2035 with important milestones in 2029, being the market rent reset and the need to refinance 3 out of the 4 aircraft.

What next? Our first Emirates lease expires in a little over 12 months, with the others also coming to an end at regular intervals over the next two years. The Board is spending most of its time focused on formulating an exit strategy that gives the best possible return to our Shareholders.

At the time of writing Doric Nimrod Air Three Limited has just announced it has agreed with Emirates end of lease compensation coupled with the sale of 4 A380 aircraft at an aggregate consideration of \$45m per aircraft consisting of \$20m lease compensation and \$25m for the sale of the aircraft.

I would like to thank our Shareholders for their support and their input in the many calls and meetings I have enjoyed with them. The feedback has been invaluable in making sure that the Board does not lose sight of their objectives. My fellow directors have spent a vast amount of time in these endeavours and I thank them for their diligence. Also, my thanks go to JTC and our other service providers and advisers who have contributed during the year.

Robin Hallam Chairman

Date: 28 July 2025

Asset Manager's Report

AA4P PORTFOLIO UPDATE

On 10 July 2025, Doric Nimrod Air Three Limited disclosed that it has agreed to sell its four A380 aircraft to Emirates at lease maturities, between August 2025 and November 2025, for an aggregate amount of US\$ 180m, or US\$ 45m per aircraft reflecting relevant lease end return conditions. This followed previous agreements disclosed by Doric Nimrod Air Two Limited at US\$ 35m and US\$ 40m for aircraft that returned between 2023 and 2024, and by Doric Nimrod Air One Limited for US\$ 30m for one A380 that returned in 2022.

On 28 April 2025, Thai Airways' Plan Administrator submitted a petition to the Central Bankruptcy Court, confirming successful implementation of the Rehabilitation Plan and requesting termination of the rehabilitation process. On 16 June 2025, the Court granted the request, citing the airline's successful implementation of its Rehabilitation Plan, which included: (1) completing the required capital increase, (2) executing the plan without default, (3) achieving the targeted EBITDA and positive equity, and (4) appointment of new directors. The Court also found no defaults debt repayments. Following the Court's order, Thai Airways has officially exited rehabilitation. Control over operations has now transferred to the newly appointed Board of Directors, and the moratorium protection (automatic stay) has ended. The airline will proceed with regulatory steps to resume trading on the Stock Exchange of Thailand, expected by early August 2025. As reported in Thai Airways' published Management Discussion and Analysis, the company continued its positive performance into the first quarter of 2025, reporting a net profit of US\$ 286m. The airline continued to expand its operations, resuming more flights to European and Australian destinations.

Since completion of the lease restructuring with Thai Airways in 2021, the combination of rental payments, interest earned on cash maintenance reserves, and partial unwinds of interest hedges have resulted in a significant repayment of principal. As a result, the average market value of the four Thai A350 aircraft, based on valuations from three appraisers, exceeds the total current outstanding debt by approximately US\$ 164m.

Emirates continues to perform well and expand its operations. For the financial year ended 31 March 2025, the airline earned its place as 'the world's most profitable airline', reporting a record profit before tax of AED 21.2bn (US\$ 5.8bn) exceeding last year's performance by 20%. The airline generated record revenue of AED 127.9 (US\$ 34.9bn) and cash assets of AED 49.7bn (US\$ 13.5bn), the highest ever level of cash assets in its history.

The Q2'25 asset utilisation report is available on the website via the following link:

https://www.aa4plus.gg/company-information/

IATA UPDATE

In its latest industry update, IATA released data for May 2025 global passenger demand for air travel with the following highlights.

Air passenger market overview - May 2025

Passenger Load
Passenger Traffic (RPKs) Capacity (ASKs) Factor Level Passenger Load
(% change yoy) (% change yoy) (% -pt) Factor Level
International ▲6.7% ▲6.4% ▲0.2% 83.2%
Domestic ▲2.1% ▲2.8% 0.5% 83.7%
Total ▲5.0% ▲5.0% 0.1% 83.4%

Source: Air Passenger Market Analysis – May 2025

Global air travel demand, measured in RPKs, rose by 5.0% in May 2025 compared to the same month last year. Capacity, measured in ASKs, also increased by 5.0% YoY, resulting in a load factor of 83.4%, just 0.1 ppt below May 2024. International demand grew 6.7% YoY, with capacity rising 6.4%. This led to a load factor of 83.2%, up 0.2 ppt from the previous year, a record high for the month of May. However, traffic growth on most major international routes to the Americas slowed, with the exception of the Transatlantic market, which recorded a modest 2.5% YoY increase. Domestic travel demand grew 2.1% YoY in May, while capacity rose by 2.8%. Most domestic markets experienced growth, with the exception of the United States, where demand continued to decline amid economic headwinds and reduced government travel activity. In contrast, China's domestic air travel accelerated, continuing a steady upward trend that began in March. Brazil also posted strong growth, extending its uninterrupted growth streak that dates back to January 2023.

Asset Manager's Report (continued)

IATA's Director General, Willie Walsh, commented "Air travel demand growth was uneven in May. Globally, the industry reported 5% growth with Asia-Pacific taking the lead at 9.4%...Severe disruptions in the Middle East in late June remind us that geopolitical instability remains a challenge in some regions as airlines maintain safe operations with minimal passenger inconvenience. The impact of such instability on oil prices—which remained low throughout May—is also a critical factor to monitor. Importantly, consumer confidence appears to be strong with forward bookings for the peak Northern summer travel season, giving good reason for optimism."

Global RPKs and ASKs

Sources: IATA Economics, IATA Monthly Statistics, Air Passenger Market Analysis – May 2025

EMIRATES

Financial Highlights1

Income Statement FY 24/25 YoY Change
Revenue US\$ 34.9bn ▲6%
EBITDA US\$10.8bn ▲5%
Profit / (Loss) After Tax US\$ 5.2bn ▲11%
Cash Assets US\$ 13.5bn ▲16%
Passengers carried 53.7m ▲3%
Available seat km 359.5 ▲4%

Source: Emirates Group Annual Report 2024-2025 displayed on Emirates website

Emirates continues to perform well and expand its operations. For the financial year ended 31 March 2025, the airline earned its place as 'the world's most profitable airline', reporting a record profit before tax of AED 21.2bn (US\$ 5.8bn) exceeding last year's performance by 20%. The airline generated record revenue of AED 127.9 (US\$ 34.9bn) and cash assets of AED 49.7bn (US\$ 13.5bn), the highest ever level of cash assets in its history.

His Highness Sheikh Ahmed bin Saeed Al Maktoum, Chairman and Chief Executive, Emirates Airline and Group, said "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."

Operational Highlights

Emirates' total passenger and cargo capacity grew 4% to 60.0 billion ATKMs in 2024-25, recovering to near pre-pandemic levels. To support this growth, Emirates took delivery of its first A350 during the year, bringing added capacity for the airline to serve customer demand with its latest products, including the popular Premium Economy Class and a new-generation inflight entertainment system. By the end of this year, the Emirates A350 is expected to serve 17 destinations. The airline has welcomed 7 A350 aircraft with 58 more units to join its fleet over the coming years.

1 US\$ figures are converted at US\$ 1 = AED 3.67 as per Bloomberg FX.

Asset Manager's Report (continued)

As part of its retrofit program plans, Emirates will be layering on more retrofitted Boeing 777s and Airbus A380s on its existing schedules to Shanghai and Zurich; expanding Milan, Rio de Janeiro and Buenos Aires schedules; and upgrading its services to Shanghai and Singapore with A380 deployments.

Despite rapidly evolving regional developments that took place late in June, it was business as usual across the Emirates network. During the two weeks of escalated tensions, Emirates maintained scheduled services by rerouting flights to avoid conflict zones, successfully serving over 1.7 million passengers on more than 5,800 flights across its global network and delivering certainty to their travel plans when they needed it the most, while upholding its commitment to safe, reliable travel.

THAI AIRWAYS INTERNATIONAL

Financial Highlights2

Income Statement Q1'25 YoY Change
Revenue US\$ 1.5bn ▲12%
EBITDA US\$ 374m 8%
Net Profit / (Loss) US\$ 286m ▲288%
Cash Assets US\$ 2.7bn ▲10%3
Passengers carried 4.3 million ▲12%
Available seat km 17.7bn ▲21%

Source: Thai Management Discussion and Analysis Q1 2025 displayed on Thai Airways website

As reported in Thai Airways' published Management Discussion and Analysis, the airline announced a US\$ 783m net loss for the financial year ended on 31 December 2024. The loss was primarily driven by its debt restructuring, particularly a debt-toequity conversion in which creditors exercised rights at a price below par value. Despite this, the airline demonstrated strong operational performance, achieving an operating profit of US\$ 1.2bn before finance costs and excluding one-time items. The airline continued its positive performance into the first quarter of 2025, reporting a net profit of US\$ 286m.

Rehabilitation Plan

Thai Airways has officially exited its rehabilitation process. Authority over the company's operations is now fully transferred to the newly appointed Board of Directors, and the moratorium protection (automatic stay) has ceased. The airline will now proceed with the necessary regulatory filings to resume trading its shares on the Stock Exchange of Thailand, with trading expected to recommence by early August 2025.

Operational Highlights

Passenger revenue in the first quarter increased by 12.2% year-on-year, driven by strong travel demand. The airline expanded its European and Australian network by resuming flights to Oslo, Milan, Brussels, and Perth. The airline also boosted regional flight frequencies to accommodate growing passenger volumes. In line with efforts to enhance fleet efficiency, Thai signed a lease agreement for 5 A321neo aircraft and entered into a Letter of Intent with Airbus to launch a cabin retrofit program for its entire A350-900 fleet. The retrofit program is scheduled to commence in 2028 and aims to elevate passenger experience and support the airline's long-term route expansion strategy.

As of 31 March 2025, Thai Airways operates a fleet of 78 aircraft, and during the first quarter of 2025, had an average aircraft utilisation of 13.7 hours, with a total of 4.33 million passengers carried, an increase of 11.6 % from the same period last year. Capacity (measured in ASKs) increased by 21.1% and passenger demand (measured in RPKs) increased by 20.8% compared to the same period last year. The average load factor was 83.3%, consistent with the same period last year, driven by route network optimisation and strategic partnerships through codeshare agreements.

3 Cash Assets increase since 31 December 2024.

2 US\$ figures are converted at 1 THB = US\$ 0.029451 as of 31 March 2025 as per Bloomberg FX.

Environmental, Social and Governance Policy

Introduction

The Company recognises that Shareholders and other stakeholders have a growing interest in the ESG impacts resulting from its business. Here we set out our current policy and approach to ensuring that the Company's level of engagement on ESG matters is commensurate with the size, nature and complexity of its business.

This Company's current policy seeks to address today's ESG considerations noting that it was incorporated in 2015 with a business model designed to run for twelve years without interruption. Subsequent acquisitions of aircraft and the renegotiation of leases have pushed that end date out to 2036 for certain Assets.

The Company has adopted a policy to take account of ESG expectations where possible and applicable, although recognising that it is severely constrained by the nature of the Company's activities and the contracts that it has already entered into. The Group's choice of aircraft was among the most environmentally efficient jet aircraft in service at the time of acquisition.

The Assets

The principal activity of the Group is to acquire, lease and then sell aircraft. The Group currently owns six A380-800 aircraft, two 777-300ER aircraft and four A350-900 aircraft. The six A380s and the two 777 aircraft are leased to Emirates and the four A350 aircraft are leased to Thai Airways.

The nature of the leases entered into with these lessees means that the Group has no influence whatsoever in the use of the relevant aircraft by each lessee; each such lease is for a fixed term and is non-cancellable. The terms of each lease were fixed when they were entered into and afford the lessees "quiet enjoyment" of the relevant aircraft for the duration of the lease term, whilst ensuring each aircraft is maintained to the highest standard and remains as efficient as possible.

In the unlikely event that the Company has to scrap an aircraft at the end of the applicable lease, its intention is to ensure that as much of the aircraft as is economically possible is reused or recycled.

In the context of the aircraft the Group owns and their associated leases, the Board will continue to monitor the sustainability efforts of the industry and the lessees and will continue to have regard to environmental concerns when considering any future changes to the Group's existing contracts.

Both of the Company's lessees support the airline industry's collective commitment to reach net-zero emissions by 2050 (see below for details) and are exploring opportunities to reach this goal such as using SAF.

Emirates embarked on implementing "Green Operating Procedures" in 2016, taking a multi-pronged approach that looks for opportunities to reduce on-ground and in-flight fuel use, in addition to providing pilots with the necessary education, awareness, data analytics and technology to help them manage their flights as efficiently as possible. Led by an internal crossfunctional Operations Efficiency Steering Group, the airline aims to mitigate unnecessary fuel burn and emissions wherever possible, while ensuring the highest safety standards embraced by Emirates are never compromised. In the last financial year 2023-2024, 'Green Ops' and other operating initiatives helped Emirates reduce fuel burn by more than 48,000 tonnes and carbon emissions by over 151,000 tonnes. Emirates has also previously partnered with the likes of Shell Aviation and Nese for SAF supply and initiated demonstration flights with SAF. The airline will look to progress on these initiatives in the future.

Thai Airways is committed to achieving net-zero greenhouse gas emissions by 2050, under three pillars: i) from planes to planets (focuses on flying for the environment), ii) from waste to wealth (focuses on enhancing economic value), iii) and from purple to purpose (driven from the heart toward sustainable goals). Based on these pillars, Thai Airways has implemented a few projects, most notably it signed a Memorandum of Understanding with PTT Global Chemical Public Company Limited and PTT Oil and Retail Business Public Company Limited, to promote the use of SAF to reduce greenhouse gas emissions. This initiative aligns with global standards set by the International Civil Aviation Organization (ICAO) and aims to position Thailand as a low-carbon country. It also represents a tangible implementation of the Sustainable Development Goals (SDGs), enhancing global awareness of environmental conservation and sustainable business operations in line with the ESG principles that are widely prioritised worldwide. Thai Airways has also launched initiatives to repurpose waste materials and unused uniforms into new products, such as life vests and clothing.

The Aviation Industry

The increased focus on climate change and greenhouse gas emissions, inevitably means that further attention has landed on the aviation industry and its emissions profile.

In October 2021, the IATA 77th Annual General Meeting approved a resolution for the global air transport industry to achieve net-zero carbon emissions by 2050. This commitment aligns with the Paris Agreement goal for global warming not to exceed

Environmental, Social and Governance Policy (continued)

1.5°C. The strategy is to abate as much CO2 as possible from in-sector solutions such as sustainable aviation fuels, new aircraft technology, more efficient operations and infrastructure, and the development of new zero-emissions energy sources such as electric and hydrogen power. Any emissions that cannot be eliminated at source will be eliminated through out-of-sector options such as carbon capture and storage and credible offsetting schemes.

The Company is fortunate to have two responsible flag carrying airlines as its lessees, who each demonstrate on their websites a considerable amount of concern for their respective businesses' environmental and social impact. The following links to their websites explain this:

Emirates: https://www.emirates.com/english/about-us/

Thai Airways: https://www.thaiairways.com/en_GB/about_thai/company_profile/index.page

The Company

The Company is a Guernsey company incorporated on 16 January 2015.

The Company is governed by its Board on behalf of its Shareholders. As at 31 March 2025, the Board comprised of five Directors. Mary Gavigan resigned from the Board of Directors and Eithne Manning was appointed to the Board of Directors on 30 April 2024. As at the date of this report, four of the Directors are independent and all are non-executive. The Board has overall responsibility for the Company's activities, including all business decisions and the declaration of distributions.

The Company has delegated the following activities to its appointed service providers:

  • arranging the financing, acquisition and disposal of aircraft and the management of such aircraft whilst owned by the Group to the Asset Manager;
  • arranging meetings with major Shareholders to discuss proposed developments in relation to the Company and providing feedback to the Board to the Corporate Broker;
  • company secretarial, administration and accounting services to the Secretary and Administrator; and
  • share registration services to the Registrar.

The Company has no executive directors or employees and for all purposes its business is operating out of its registered office, which is also the office of the Company Secretary in Guernsey. The Board conducts the Company's business via a series of meetings held in Guernsey or, where good governance principles can be achieved, via a video link. Service providers to the Company are encouraged to take a similar approach.

Sometimes Directors are required to travel in the fulfilment of their duties but, where good governance allows, travel is kept to a minimum. The Directors usually travel to Guernsey on at least a quarterly basis for Board meetings, to the UK to visit Shareholders and service providers as and when required and very occasionally, to the Middle East or Asia to meet lessees.

The Company's own operations consequently have a limited physical footprint and therefore its direct environmental impact is low. In light of this, the Board has decided that it is not a good use of shareholders' funds to use any form of carbon offsetting.

The Board of Directors

The Board recognises the importance of gender diversity and ethnic inclusion. The Board takes such considerations into account when searching for new directors. The Company's vision for diversity is shared by its service providers.

As a Guernsey incorporated company and under the DGTRs of the UK's FCA, the Company is not required to comply with the UK Code, but has instead chosen voluntarily to comply with the provisions of the AIC Code, to the extent that they are considered relevant.

The Board has adopted a comply or explain approach to the AIC Code and any exceptions are reported in the Directors' Report section of these accounts.

The Board has considered and determined the following two additional policies:

  • there are no relevant disclosures to be made regarding modern slavery in relation to the Company's own operations; and
  • the Board takes a zero-tolerance approach to bribery and corruption; and has procured from all service providers their own similar undertaking.

Finally, the Board monitors potential conflicts of interest closely and has engaged with its service providers to request them to do the same and to adopt appropriate policies to deal with such matters.

Business Model

COMPANY OVERVIEW

The Company is a Guernsey company incorporated on 16 January 2015. The Company operates under the Law and the DGTRs of the UK's FCA.

All of the Company's Shares have since 13 May 2015 been admitted to trading on the SFS.

The initial and six subsequent share raisings resulted in the issue and admission to trading on the SFS of 642,250,000 Shares issued at an average offer price of 102 pence. To date, the Company has redeemed a total of 387,739,753 shares, returning a total of £184,300,000 to investors.

As at 22 July 2025, the last practicable date prior to the publication of this report, the Company's total issued share capital was 260,485,247 shares trading at 59.0 pence per Share giving the Company a market capitalisation of £154 million.

Investment Objective and Policy

Since launch, the Company's investment objective has been 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 sought to use the net proceeds of placings and/or other equity capital raisings, together with debt facilities, to acquire aircraft which it leased to one of three major airlines. In February 2020, the aircraft leased to Etihad Airways were disposed of and the remaining aircraft are leased either to Emirates or Thai Airways.

The Board considers it unlikely that there will be any further expansion of the Company.

Investment Portfolio

As at 31 March 2025, the Company had 12 wholly-owned aircraft owning subsidiaries and two Irish leasing subsidiaries, see note 8 for further details.

Distribution Policy

The Company aims to provide Shareholders with a total return comprising income from distributions through the period of the Group's ownership of the Assets and a capital distribution upon the sale, or other disposition of the Assets.

Until December 2019 the Group received income in accordance with its original leases from all of its lessees and quarterly income distributions were made to Shareholders in line with the Company's then target of 2.0625 pence per Share, per quarter.

However, on 6 April 2020, as a result of the impact of COVID-19 on the airline industry, the Company announced that the Board had resolved to temporarily suspend the payment of any kind of distribution to Shareholders, as the Board's priority lay in preserving the long-term financial stability of the Company for the benefit of its Shareholders and creditors. The Board considered that maintaining the Company's liquidity was vital and was prudent in doing so. Whilst two dividends were declared and paid in October 2020 and January 2021, the Board took the decision to suspend quarterly dividends until the resumption of regular rental payments by Thai Airways and the agreements with the Company's lenders were complete.

On 1 December 2021, the Board announced its decision to recommence the payment of quarterly dividends from January 2022 and it has done so each quarter since then.

Details of dividends declared by the Board during the year under review are set out on page 24.

Return of Capital

The Board may, as it deems appropriate at its absolute discretion, either return to Shareholders all or part of the net capital proceeds (subject to satisfaction of the Statutory Solvency Test) or re-invest the proceeds in accordance with the Company's investment policy, subject to Shareholder approval. The following table details the capital returned to Shareholders to date:

Completion Date Amount Returned Shares Redeemed Redemption Price (per share)
28 September 2020 £98.5 million 214,083,243 46 pence
8 December 2021 £30 million 86,828,274 34.55 pence
1 March 2023 £28 million 43,414,122 64.50 pence
31 January 2025 £27.8 million 43,414,114 64.03 pence

Business Model (continued)

The Asset Manager regularly monitors the market valuations of the Assets and, subject to any lease obligations, will consider the most appropriate time for the sale of any one or more of the Assets. The Board will consider any recommendation from the Asset Manager as to the sale of any Asset and proceed as the Board considers appropriate.

Liquidation Resolution

Although the Company does not have a fixed life, the Articles require that the Board convenes a Liquidation Proposal Meeting in 2029 or such other date as Shareholders may approve by ordinary resolution.

Stakeholders and Section 172

An intention of the AIC Code, to which the Company fully subscribes, is that the Board should understand the views of the Company's key stakeholders and describe in the annual 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.

Such guidance says that the Board has a duty to promote the success of the Company for the benefit of the members as a whole and, in doing so, have regard to:

  • a. the likely consequences of any decision in the long term;
  • b. the interests of the Company's employees;
  • c. the need to foster the Company's business relationships with suppliers, customers and others;
  • d. the impact of the Company's operations on the community and the environment;
  • e. the desirability of the Company maintaining a reputation for high standards of business conduct; and
  • f. the need to act fairly between members of the Company.

The Board, having regard to section 172 of the UK's Companies Act 2006, recognises its duty to promote the success of the Company for the benefit of its members as a whole, with due regard to the interests of all stakeholders.

As an aircraft leasing company, the Company has no employees and all of the Directors are non-executive, so the Board considers that its key stakeholders are its lessees, lenders, Shareholders and service providers.

The Board considers Shareholders as their primary stakeholders, whose interests are primarily aligned with the investment objectives of the Company.

In response to this understanding and in commitment to these principles, the Board decided to return £27.8 million in surplus cash to Shareholders through a partial compulsory redemption of Shares in January 2025.

Following a comprehensive review of the Company's performance, the Board decided to increase the dividend payment per share from 1.25 pence per share to 1.5 pence per share in July 2022, a further increase to 1.75 pence per share in April 2023, with an additional increase to 2.00 pence per share in January 2024.

The Board's engagement with Shareholders is described in the section "Dialogue with Shareholders" on page 31. 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 Group in the longer term. 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.

The Company has continued to manage its relationship with the lessees in the knowledge that Thai Airways' past difficulties have arisen due to government action and not wilful default by that lessee. The cooperation between the Company and the lessee was key to overcoming such difficulties.

The Company engages third party professional service providers and, in addition to the regular reporting provided by these key service providers, the Board undertakes a review of the performance of these key service providers on an annual basis. The services provided by these key service providers are critical to the ongoing operational performance of the Group. 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 Group for the benefit of all Shareholders.

Business Model (continued)

The Board considers the interests of all stakeholders and oversees the activities of the Asset Manager, as further explained below.

As described in the Company's viability statement on pages 22 to 23, the Board has assessed the Group's viability for a period of three years, however it also considers the prospects of the Group for at least the duration of each lease, whenever it considers the Group's sustainability. All strategic decisions are therefore taken with the long-term success of the Group in mind and the Board would take external advice whenever it considered that such would be beneficial to its decision-making process, primarily from its retained service providers (including legal counsel), but also from other external consultants.

The Board recognises that 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 8 to 9.

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 key service providers with their own obligations. Each provider is required to have in place suitable policies to ensure that they maintain high standards of business conduct, treat customers fairly and are committed to ensuring that high standards of corporate governance are maintained.

The Board encourages openness and transparency with its service providers.

Management of the Group

The Directors are responsible for managing the business affairs of the Group in accordance with the Company's Articles and have overall responsibility for the Group's activities, including investment activity. The Group has delegated management of the Assets to Amedeo Limited, a company incorporated in Ireland. The Directors delegate secretarial and administrative functions to JTC Fund Solutions (Guernsey) Limited which is a company incorporated in Guernsey and licensed by the GFSC for the provision of administration services. MUFG Corporate Markets (Guernsey) Limited is the Company's Registrar, Transfer Agent and Payment Agent. Panmure Liberum Limited is the Company's Corporate Broker.

Asset Manager and Agency Services

The Asset Manager has been appointed by the Company to provide asset management services to the Group. Full details of the Asset Manager's responsibilities are outlined in the Company's Prospectus.

The Asset Manager has further undertaken that it will dedicate such time and resources as they reasonably believe is sufficient from time to time to fulfil any contractual arrangements it enters into with the Group.

Amedeo Limited has also been appointed as Agency Services provider by the Company, pursuant to the Agency Agreement dated 30 April 2015, to assist the Group, and act as the Group's agent, in relation to the arrangement, negotiation, review, and, following the approval and execution by the Group, the management of the acquisition of assets, the borrowings of the Group relating to the acquisition of the assets (including any financing documentation), each lease and ensuring that material agreements are consistent with market practice in the aviation industry.

Amedeo is a globally recognised aircraft asset manager and principal investor in leasing transactions to customer airlines around the world. The aircraft portfolio currently managed by the Amedeo group includes twenty aircraft under management. Amedeo states that "the value of assets under management is c. \$2 billion, which includes commercial airliners including A380, A350, and Boeing 777". Amedeo is a member of the ISTAT.

Corporate Broker

Panmure Liberum Limited was engaged by the Company on 15 March 2021 to act as the Company's corporate broker. In such a capacity, the Corporate Broker maintains a regular dialogue with Shareholders in order to ensure that any significant developments in relation to the Company are communicated appropriately to Shareholders. The Corporate Broker also provides Shareholder feedback to the Company following Shareholder meetings or interaction.

Panmure Liberum is a leading independent UK provider of investment banking, research, sales and trading. Panmure Liberum is authorised and regulated by the FCA.

Overview

Business Model (continued)

Secretary and Administrator

JTC Fund Solutions (Guernsey) Limited is an independent provider of institutional and private client services to clients in numerous jurisdictions and is a member of the JTC Group. See the JTC Group's website at www.jtcgroup.com for further details.

JTC Fund Solutions (Guernsey) Limited is a Guernsey incorporated company, which is licensed by the GFSC. JTC Fund Solutions (Guernsey) Limited provides administration and secretarial services to the Group pursuant to the Administration Agreement dated 30 April 2015, as amended.

In such capacity, the Secretary 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.

The Administrator is also responsible for the Group's general administrative functions and for the preparation of half-yearly (subject to a limited review by auditors) and audited annual financial reports, subject to the direction and oversight of the Board.

Registrar

MUFG Corporate Markets (Guernsey) Limited has been appointed as registrar, transfer agent and paying agent by the Company. The Registrar performs the duties of a registrar, transfer agent and paying agent in relation to the Shares and the maintenance of the Company's Share register.

Review of Service Providers

The Board keeps under review the performance of the Asset Manager, Corporate Broker, Secretary and Administrator and the Registrar and the powers delegated to each service provider. In the opinion of the Board the continuing appointments of the current service providers on the terms agreed is in the interests of the Company and its Shareholders as a whole.

A full list of the Group's service providers is set out on pages 73.

Board of Directors

On 31 March 2025 and to date, the composition of the Board of the Company was five Directors, four of whom are independent and all of whom are non-executive.

Robin Hallam (Chairman) (Independent non-executive)

Until 31 December 2015, Robin Hallam was a partner and co-head of Asset Finance at the international law firm Hogan Lovells International LLP. He became a partner in 1995 specialising in aircraft finance, particularly leasing, export credit and structured financing. Between January and December 2016, Robin was a consultant at Hogan Lovells. He has represented financial institutions, operating lessors, investors, airlines and export credit agencies. Robin holds a degree in law from Trinity College, Cambridge, is a member of the ISTAT and was ranked Band 1 for Asset Finance in Chambers UK 2015. Robin was appointed to the Board as Chairman on 29 April 2015. Except for the AIC's recommendation in respect to tenure, Robin meets all the other criteria set out by the AIC for the assessment of the independence of directors. He demonstrates independence of mind in all his actions as Chair of the Company and the rest of the Board believe that his in depth knowledge of the aviation sector and of the history of the Company are valuable to the Company and its stakeholders. They consequently have no hesitation recommending that he continue as Chair, but will re-assess the position regularly.

David Gelber (SID) (Independent non-executive)

David Gelber began his career with Citibank in London in 1974. Over the course of the next twenty years he held a variety of trading roles in foreign exchange, fixed income and derivatives at Citibank, Chemical Bank and HSBC where he was Chief Operating Officer of HSBC Global Markets. In 1994 he joined ICAP PLC, an inter-dealer broker, as COO and oversaw two mergers and a number of acquisitions. Since retiring from ICAP he has held several non-executive directorships of both public and private companies. He is currently a non-executive director of DDCAP Ltd, the leading arranger of Sharia Compliant financial transactions and Chairman of Pointgrab Ltd, an Israeli company active in the "smart office" space. He is a founding partner of Castellain Capital LLP, a successful fund management firm. He recently assumed the role of Chairman of a large family office. David holds a BSc in Statistics and Law from the University of Jerusalem and an MSc in Computer Science from the University of London. David was appointed as Director and a member of the Audit Committee on 29 April 2015. On 9 August 2023 David resigned as a member of the Audit Committee. Except for the AIC's recommendation in respect to tenure, David meets all the other criteria set out by the AIC for the assessment of the independence of directors. He demonstrates independence of mind in all meetings and discussions and the rest of the Board believe that his in depth knowledge of finance and of the history of the Company are valuable to the Company and its stakeholders. They consequently have no hesitation recommending that he continue in office, but will re-assess the position regularly.

Steve Le Page (Chairman of the Audit Committee) (Independent non-executive)

Steve has served as a non-executive director on a number of boards since his retirement from his role as Senior Partner (equivalent to Executive Chairman) of PwC in the Channel Islands in 2013. Throughout his thirty year career with that firm he worked with many different types of financial organisation as both auditor and advisor, particularly with both listed and unlisted investment companies. Steve is a Fellow of the Institute of Chartered Accountants in England and Wales and a Chartered Tax Advisor. He is a past president of the Guernsey Society of Chartered and Certified Accountants and a past Chairman of the Guernsey International Business Association. Steve was appointed as Director and Chairman of the Audit Committee on 27 July 2021.

Tom Sharp (Non-executive)

Tom is the Chief Investment Officer of Metage Capital Limited, a 6.85 per cent Shareholder in the Company and an experienced non-executive director of both public and private companies. He has worked at Metage since 2002 and his career has included working with firms listed on AIM and the main boards of the Hong Kong and Luxembourg Stock Exchanges. Tom has over twenty years of experience in investing in listed closed-end funds, an ability to build consensus with a range of stakeholders and in structuring and negotiating commercial transactions. He holds an M.A. Hons from Cambridge University and is a CFA Charterholder. Tom was appointed as a Director of the Company on 19 January 2023.

As the Metage shareholding is considered "significant", Tom is not independent under the criteria set out by the AIC Code.

Board of Directors (continued)

Eithne Manning (Independent non-executive)

Eithne Manning is a qualified finance and tax professional with over 20 years of experience in aircraft leasing. Eithne held a variety of roles at SMBC Aviation Capital (SMBC), one of the world's largest aircraft leasing companies. During her time at SMBC, she served as Interim Chief Financial Officer, Head of the Integration Management Office for the \$6.7bn acquisition of Goshawk Aviation, Head of Funding, Finance and Tax and Senior Vice President, Aircraft Trading. Prior to joining SMBC Aviation Capital, Eithne held a variety of roles in structured finance and corporate banking.

Eithne holds a Bachelor of Commerce (Hons) and a Masters in Accounting (Hons), both from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland and the Irish Tax Institute. Eithne was awarded a Distinction in the Diploma in Corporate Governance at UCD Michael Smurfit Graduate Business School (2024). Eithne was appointed as Director of the Company and a member of the Audit Committee on 30 April 2024.

Mary Gavigan (Independent non-executive) (Resigned 30 April 2024)

Mary is a Fellow of the Institute of Chartered Accountants in England and Wales. She has specialised in the Financial Services sector for over 25 years acting as consultant and advisor with a focus on restructuring and business transformation. She has also held interim Chief Finance Officer roles during her career. Mary spent most of her career at KPMG London (from 1987 to 2007). Mary is also a Non-Executive director of a life insurer, a reinsurer and of an investment platform business. She chairs the Audit and Risk Committee at two of these firms. Mary's charity work includes being a member of Epilepsy Research UK. Mary holds a BBS and MA from Trinity College Dublin. Mary was appointed as Director and a member of the Audit Committee on 27 July 2021. Mary resigned as a Director of the Company, effective 30 April 2024.

Corporate Information

Principal and Emerging Risks and Uncertainties

The Board has undertaken a robust assessment of the principal risks facing the Group and has 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 the documentation to support these processes undergoes review and enhancement at least annually.

The Directors wish to draw attention to the following emerging risk. Recent political activities, and in particular the introduction of wide-ranging tariffs by various countries, may increase the already substantial pressure on aviation supply chains, impact global growth and may reduce the demand for air travel. Such potential impacts would increase the financial strain on airlines and could result in them grounding more aircraft with a consequential impact on profitability and/or returning the Group's aircraft in lesser condition. These financial statements make no allowances for any such impacts as it is considered too soon to properly quantify their effects, if any.

The following risk was highlighted as emerging last year and is repeated again here to ensure it is brought to Shareholders' attention.

Impact Mitigation Current Assessment
Residual values of the Assets held
Residual values are used
in the calculation of both
impairment charges (if
any) and depreciation, and
thus both these Income
statement items and
the carrying value of the
Assets may be mis-stated.
Ultimately, the Group
may not receive enough
proceeds from the disposal
of the Assets to repay any
debt outstanding at that
time and provide a further
return to investors.
Any related retention of
cash reserves to meet
An average of the residual values
provided by the three third party
professional appraisers is used in
the calculation of depreciation
and impairment charges in order
to provide a best estimate of the
value the Group may ultimately
receive.
Cash reserves are maintained to
ensure the estimated outstanding
debt at lease end can be repaid
and may be increased as the end
of the leases is approached, if
necessary.
Increasing – whilst
the circumstances
surrounding the
estimation of residual
values have not
altered significantly
during the period, the
significance of those
estimates (in particular
for the A380 Assets)
to the users of these
financial statements has
increased because of
the passage of time.
not persuasive in determining
such debt may reduce

the Group's ability to pay dividends in the future.

Set out below are those risks which are considered by the Board to be the material continuing risks relating to the Company and the Group.

Description Impact Mitigation Current Assessment
Operational Risk
There is a risk that the Group
will not achieve its objectives.
The Group has no employees
and so the Company enters
into legal agreements with
service providers to ensure
that all operational functions
are fulfilled.
Failure by any service
provider to carry out its
obligations to the Company
in accordance with the
terms of its appointment
could have a materially
detrimental impact on the
operation of the Group
and could adversely affect
the ability of the Company
to meet its investment
objective with the result that
the value of a Shareholder's
investment could decline
substantially or entirely.
The Board is ultimately responsible
for all operational aspects of
performance, including cash
management, asset management
and legal and regulatory
obligations.
The risk is mitigated by the
Company using well established,
reputable and experienced service
providers. These service providers
are given clear guidance as to
the Board's expectations of them
and as to what exactly has been
delegated to them. The Board
assess service providers' continued
performance on an annual basis.
Increasing: The Board
has satisfied itself that
adequate controls are
working effectively with
respect to the current
activities of the Group.
However, as the expiry
dates for underlying
leases approaches the
controls over activities
which will arise at that
time –
e.g. negotiating end of
lease compensation -
are untested although
they are expected
to be adequate. In
the opinion of the
Board, continuing
appointments on the
terms agreed is in
the interests of the
Company and the
Shareholders as a
whole.
Key Personnel Risk
The ability of the Company
to achieve its investment
objective is significantly
dependent upon the
expertise of certain key
personnel at Amedeo
Limited.
The exact impact of
the departure of a key
individual from Amedeo
Limited on the ability of
the Company to achieve its
investment objective cannot
be determined and will
depend on the ability of
Amedeo Limited to recruit
a new individual of a similar
level of experience and
calibre. There can be no
guarantee that Amedeo
Limited would be able
The Board of the Company cannot
control this risk, but seeks to ensure
that more than one individual
is involved where practical and
discusses succession issues with
Amedeo Limited.
The service provision agreements
in place seek to ensure that
the level of service remains
continuous.
Stable: The Board
has satisfied itself
by monitoring the
performance of
Amedeo Limited that
appropriate personnel
and succession plans
are in place or could
be recruited from the
marketplace.

to do so and this could adversely affect the ability of the Company to meet its investment objective.

Description Impact Mitigation Current Assessment
Investment Risk
The Group have entered
into leases on terms which
stipulate that the cost of
repair and maintenance of
the Assets will be borne by
the lessee. However, upon
expiry or termination of such
leases, the cost of repair
and maintenance will fall
upon the Group. Repair and
maintenance issues may
adversely affect the price of
the Assets upon sale.
This could affect the ability
of the Company to meet
its investment objective.
Intervening bankruptcy
or other legal constraints
may result in substantial
renegotiation of long-term
contracts on which the
Group relied to meet these
objectives.
Amedeo Limited monitors the
maintenance of the Assets by
lessees and reports regularly to the
Board.
Maintenance reserves on the
Company's A350 Assets are held
in respect of some, but not all
maintenance to mitigate the risk
that funding is not available.
No new investments are currently
envisaged.
Stable: No issues have
been identified in the
year and the Board
has concluded that
controls are working
effectively with no new
investments currently
envisaged.
Insurance Risks
The lease for each Asset
requires that the lessee insures
the Asset, however, inflation,
changes in ordinances,
environmental considerations
and other factors may make
the insurance cover insufficient
to repair or replace the Assets
if they are damaged or
destroyed.
If any insurance proceeds
are insufficient to repair or
replace the Assets if they
are damaged or destroyed,
this may affect the ability
of the Company to meet
its investment objective. If
a lease is terminated, the
Group will have to insure
the relevant Asset directly
which will cause additional
expenses to be incurred.
The lease for each Asset requires
that the lessee insures the Asset.
The level and effectiveness of
insurance is monitored by the
Asset Manager, with any concerns
reported to the Board.
Stable: No insurance
issues have been
identified in the year
and the Board has
concluded that controls
are working effectively
with no change during
the current year.
Return of Assets at End of Leases
At the end of each of the
leases, the relevant Asset
must, subject to certain
conditions, be redelivered in
accordance with the relevant
terms of the lease. A risk
remains for redelivery of an
Asset in a condition other
than contracted condition.
This would impact the
amount that can be realised
upon any subsequent sale
or re-lease of such Asset,
including that it may create
additional, unforeseen
expenses, such as re-fitting,
storage and insurance costs,
for the Group at that time.
The Asset Manager performs
regular checks of the Assets and
updates the Board of any material
developments.
Decreasing: The lessee
airlines are reputable
and performing well
financially, reducing
the likelihood of them
wishing to return
the aircraft in non
contractual condition.
Description Impact Mitigation Current Assessment
Airline Industry Related Risks
The airline industry is
particularly sensitive to
changes in economic
conditions. Unfavourable
economic conditions can also
impact the ability of airlines
to raise fares to counteract
increases in fuel, labour and
other costs.
The airline industry is also
subject to other risks including
competition between
airlines, dependency on
rapidly evolving technology,
inability to obtain additional
equipment or support for
aircraft and engine suppliers,
availability and price of fuel,
staff and employee related
issues (including employee
strikes), security concerns
and the threat of terrorism,
airport capacity constraints,
air traffic control inefficiencies,
changes in or additional
governmental regulations
relating to air travel and acts
of God (including adverse
Any of these risks could
materially affect the ability
of the lessees to comply
with payment obligations.
The Asset Manager actively
monitors the Group's Assets, as well
as the credit status of the lessees.
Routine maintenance checks
and inspections are carried out to
ensure the Assets are kept at the
required quality standards.
Current production delays in
relation to new deliveries and
general supply chain issues are
supportive of lease rates and
residual values.
The Asset Manager regularly
reports its views on these aspects
to the Board.
Stable: The lessee
airlines are reputable
and performing well
financially, and air
traffic volume appears
to be returning to
pre-pandemic levels.
However, significant
geopolitical risks remain
and the uncertainty
relating to future tariff
levels carries downside
risk.
weather, natural disasters
and pandemics).
Description Impact Mitigation Current Assessment
Book value of Assets
The Group's net asset value
for accounting purposes is
calculated in accordance with
IFRS and will not reflect the
actual realisable value of the
Assets at any particular point
of time since the Assets are
held at amortised cost.
Valuations may fluctuate
over short periods of time
and may be based on
estimates. Realisable values
will be subject to investor
demand and market
conditions at a point in time.
The Asset Manager and
subsequently the Board will
consider valuations provided
annually by IEVs and shall, if
there are indicators that would
suggest a diminution in book
value of one or more of the
Assets, as may be determined in
Stable: Controls are
working effectively with
no change during the
current year.
The "highest and best use"
value has been used for
accounting purposes given
that the aircraft are held for
use in a leasing business.
Valuations, including
There can be no guarantee
that the Assets, valuations
for which are subject to
significant volatility and
uncertainty, and depend
on various factors beyond
the control of the Group,
Amedeo Limited and the
consultation with the Administrator
and the Asset Manager based
on the impairment test, make
appropriate adjustments (for
accounting purposes) to the net
asset value and net asset value
per Share of the Group.
valuations provided by
any IEV, and in particular
valuations of Assets for
which market quotations are
not readily available, are
inherently uncertain.
See also the Emerging Risk
IEV, could ultimately be
realised at the Group's
valuation.
See also the Emerging Risk
disclosure above.
The Group has a robust process to
ensure that valuations accurately
reflect the requirements of IFRS.
IEVs will be engaged on an
annual basis to report on fair value
for accounting purposes only.

Borrowings and Financing Risk

disclosure above.

There is a risk that the Group is exposed to fluctuations in market interest rates and foreign exchange rates.

Significant change to financing costs could affect the Group's ability to meet its financial obligations and impact its financial performance.

This risk has been mitigated by ensuring that loan repayments are made from lease rental revenues received in the matching currency and by fixing the interest rate on loans and the lease rentals.

In the case of the four Thai Airways aircraft, the renegotiated fixed lease rentals which began on 1 January 2023 are closely matched to the floating rate loan repayments, which are also hedged to minimise interest rate exposure.

The Asset Manager provides the Board with a quarterly report on the performance of the lessees and of the Assets.

The expense budget is also reviewed at least quarterly to ensure that adequate reserves are maintained to meet operational expenses.

Stable: The establishment of a fixed rental period beginning on 1 January 2023 for the Thai aircraft removed much of the risk of mismatch between lease rentals revenues and debt service. There have been no further developments in this respect this year.

Description Impact Mitigation Current Assessment
Lessee Risk
Downturns in the aviation
industry on a systemic level
could weaken the financial
stability of the Group's lessees
and result in the increased
risk that they could default on
lease obligations.
If lessees are not able to
meet their obligations to
the Group, the Company's
own cash flows and financial
results could be adversely
affected.
There is a risk that airlines
may not properly maintain
aircraft which may lead
to an impairment of the
aircraft's value.
In certain cases, the Group requires
lessees to pay maintenance
reserve payments in respect
of certain future maintenance
expenses in order to ensure that
there is adequate funding for
some maintenance costs.
The Group closely monitors each
airline's usage of aircraft and
their compliance with agreed
maintenance schedules.
The credit quality and risk of lease
default is also managed through
routine credit reviews of the
lessees and monitoring of lease
compliance by the Asset Manager.
Stable: Controls are
working effectively with
no change during the
current year.
Legal and Compliance Risks
The Group is required to
comply with the Law, the
obligations of a listing on
the SFS, the DGTRs and other
relevant regulations. A risk
exists for failure to comply
with applicable laws and
regulations, or to respond in
a timely manner to changes
to the Law, the obligations of
a listing on the SFS, the DGTRs
or other relevant regulations.
Non-compliance could
lead to criminal or civil
proceedings, financial
penalties, reputational
damage and operational
disruption.
The Company is a member of
the AIC, which is the trade body
for closed-ended investment
companies. Amongst other
things, the AIC keeps its member
companies up-to-date with legal
and regulatory changes and
provides guidance and advice on
how to comply with them.
The Board also receives periodic
updates from the Company's legal
advisers and other professionals.
Although responsibility ultimately
lies with the Board, the Secretary
also monitors and assists the Board
with compliance with its legal and
regulatory obligations.
Stable: Controls are
working effectively with
no change during the
current year.

Risk monitoring

The Board maintains a risk matrix for the Company which is reviewed by the Board as it 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.

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. The Board has not identified any emerging risks relevant to the Company.

Internal Control and Financial Reporting

The Board is responsible for establishing and maintaining the Group's system of risk management and internal controls, which are delegated to the applicable service providers as appropriate and are reviewed fully for effectiveness on an annual basis. Internal controls are designed to meet the Group's 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 key procedures which have been established to provide effective internal controls are as follows:

  • the Board is responsible for the Group's systems of risk management and internal controls and for reviewing their effectiveness. The Board confirms that there is an on-going process, including periodic Board meetings, for identifying, evaluating and monitoring the significant risks faced by the Group. The internal controls, which are delegated to the applicable service providers as appropriate, are designed to meet the Group's particular needs and the risks to which it is exposed. The Board receives at its regular meetings, for its consideration on at least a quarterly basis, updates from its service providers covering the period in review;
  • the Board clearly defines the duties and responsibilities of its service providers. The appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties involved and the Board monitors on-going performance and contractual arrangements;
  • the Board regularly reviews the performance of, and the contractual arrangements with, the Group's agents, advisers and service providers;
  • cash transactions are approved by the Board or their delegates;
  • the Board reviews financial information produced by the Administrator on a regular basis; and
  • the Board also specifies which matters are reserved for a decision by the Board and which matters may be delegated to its service providers.

Going Concern

The Group's principal activities are set out on page 24. The financial position of the Group is set out on page 41. In addition, note 23 to the Consolidated Financial Statements includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives and its exposures to credit risk and liquidity risk.

The Directors have prepared these Consolidated Financial Statements for the year ended 31 March 2025 on the going concern basis.

In their consideration of the appropriateness of the going concern basis, the Directors have taken account of the fact that the Group has always received the lease payments due from Emirates Airlines, the Group's principal lessee, in full and on time. In addition, the Company's other lessee, Thai Airways, has met its obligations under restructured and extended leases since 2021. Cash flow modelling carried out has indicated that future lease receipts will enable the Group to meet its obligations as they fall due for at least the next fifteen months from the date of signing these Consolidated Financial Statements.

The lessee Thai Airways stopped paying the amounts due under the leases and also entered into a bankruptcy protection process under Thai Law during 2020, but during 2021 re-commenced paying PBH rentals, and fixed rentals from 1 January 2023, in accordance with restructured and extended leases. The Company also successfully restructured the associated debt. Accordingly, it is the current opinion of the Board that these lease operations will be self-financing for the foreseeable future.

On the basis of (i) the Group's current liquid assets, (ii) cash-flow projections, and (iii) the improvement of the landscape for travel, the Directors believe that the going concern basis of accounting is appropriate.

Viability Statement

The Directors confirm that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity, and they are reported elsewhere in the consolidated annual financial report.

The Directors regularly consider the viability of the Group and are required by the Law to do so on every occasion that any distribution is to be declared, currently every quarter. In this context, and for their viability assessment, the Directors consider future cash flows for at least the next three years. A three year period has been selected as it allows for reasonable estimation of future costs, including interest, and of aircraft values for comparison to outstanding debt at the end of the viability period.

The Directors, in assessing the viability of the Group, have paid particular attention to the principal risks faced by the Group as disclosed in this report, the Audit Committee report and the notes to the Consolidated Financial Statements, reviewing the risks faced and ensuring that any mitigation measures in place are functioning correctly. Based on the assessment of Principal Risks and Uncertainties at pages 16 to 21 the risks relevant to the Group are considered to be stable. Mitigation measures and controls currently in place are deemed to be operating effectively to the extent that these matters are not considered to pose any doubt in relation to the Group's viability.

The Directors have considered a detailed cash flow forecast for the running costs of the Group, which is updated regularly, on the assumption that lessees continue to fulfil their current lease obligations. This assumption is considered to be reasonable in the light of the recent performance of the lessees and the improved outlook for long haul air travel. The Directors have also considered current cash-flow projections under various adverse scenarios. Based on all financial and other information available, including the cash flow forecast and cash flow scenario projections, the Directors believe that unencumbered cash held and future cash receipts will be sufficient to cover all forecast operating costs of the Group for the three year period up to at least March 2028, as well as the repayment of loans which mature in 2026, and that therefore the Group will be able to meet its obligations as they fall due during that period.

The Directors believe that their assessment of the viability of the Group over the period chosen was sufficiently robust and as a result of their review, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.

Directors' Report

The Directors present their consolidated annual financial report of the Group, for the financial year ended 31 March 2025.

Principal Activities and Business Review

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 important events that have occurred during the financial year, their impact on the Consolidated Financial Statements and 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 4 to 25, the Audit Committee Report and the notes to the Consolidated Financial Statements contained on pages 32 to 72 and are incorporated herein by reference.

All payments due from lessees were made in accordance with the terms of the respective leases, as amended.

Status

The Company is a Guernsey domiciled company with registered number 59675, the shares of which have been admitted to trading on the SFS.

Directors

The Directors in office (during the year and up to the date of this report) are shown on pages 14 to 15. Mary Gavigan resigned, and Eithne Manning was appointed, on 30 April 2024. Further details of the Directors' responsibilities are given on page 26.

Management of Conflicts of Interest

The Company has established guidelines to ensure management of conflicts of interest. The Board has also communicated its expectations to the Company's service providers and each Director.

The Board considers conflicts of interest at each Board meeting by reviewing a schedule of each Directors other directorships and other interests held. Each Director and service provider is required to notify the Secretary of any potential, or actual, conflict situations that would need to be considered by the Board.

Results and Dividends

The financial results of the Group for the financial year are set out on pages 40 to 72.

The Company declared and paid the following dividends during the financial year:

Announcement Date Payment Dates Dividend per Share (pence)
2 April 2024 30 April 2024 2.00
2 July 2024 31 July 2024 2.00
3 October 2024 31 October 2024 2.00
9 January 2025 31 January 2025 2.00

The Company declared and paid the following dividends subsequent to the financial year:

Announcement Date Payment Dates Dividend per Share (pence)
2 April 2025 30 April 2025 2.00
2 July 2025 Anticipated 31 July 2025 2.00

Related Parties

There were no events or changes in the related parties during the financial year which had or could have had a material impact on the financial position of the Group, other than those disclosed in note 27 to this consolidated annual financial report.

Directors' Report (continued)

Substantial Shareholdings

As of 22 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:

% of Total Voting Number of
Shares*
Holder Rights
Royal London Asset Management 8.85 23,046,261
Weiss Asset Management LP 6.91 18,011,114
Staude Capital Pty Ltd 6.49 16,914,144
Metage Capital Management Limited 6.85 17,841,322
Newton Investment Management Limited 6.13 15,963,946

*Number of shares as notified directly to the Board or as communicated by Shareholders via TR1 notifications adjusted for any compulsory redemptions in the interim period from the date of notification to the date of this report.

Disclosure of information to the auditor

The Directors who held office at the date of approval of this 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 Company'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 Company's auditor is aware of that information.

Auditor

KPMG Channel Islands Limited has expressed its willingness to continue in office as auditor and the Audit Committee has recommended their reappointment. A resolution proposing the reappointment of KPMG Channel Islands Limited will be submitted at the forthcoming AGM to be held pursuant to section 199 of the Law.

The strategic report on pages 3 to 23 was approved by the Board on 28 July 2025 and is signed on their behalf by:

Robin Hallam Chairman

Statement of Directors' Responsibilites

The Directors are responsible for preparing the consolidated annual financial report in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law they are required to prepare the financial statements in accordance with IFRS as issued by the IASB and applicable law.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of its profit or loss for that period. In preparing these financial statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and estimates that are reasonable, relevant and reliable;
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
  • assess the Group and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
  • use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

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 its financial statements comply with the Companies (Guernsey) Law, 2008. They are responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the Assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the Consolidated Annual Financial Report

We confirm that to the best of our knowledge:

  • the Consolidated Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;
  • the consolidated annual financial report includes a fair review of the development and performance of the business and the position of the Shareholder, together with a description of the principal risks and uncertainties that they face; and
  • We consider the consolidated annual financial report, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Group's position and performance, business model and strategy.

Signed on behalf of the Board on 28 July 2025

Robin Hallam Chairman

Remuneration Report

Overview

In accordance with the Company's Articles, 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 £400,000 per annum.

Directors are also entitled to re-imbursement of out-of-pocket expenses incurred in connection with the performance of their duties or in attending meetings of the Board or of any committees or general meetings.

Directors' and Officers' liability insurance cover is also maintained by the Company on behalf of the Directors.

Directors' Remuneration

The Board carries out a review of non-executive director fees annually. It benchmarks fees against available public market data and were satisfied that Remuneration levels for the Company were in line with its market analysis. Therefore, Director fees have remained same for 2025 as for 2024, save for the remuneration of Tom Sharp, who's fees have been increased to reflect his contribution to the Company.

Fees paid to the non-executive Directors in the financial years ended 31 March 2024 and 31 March 2025 were as follows:

2025 fees 2024 fees
Additional
directors fees
Additional
directors fees
Regular in relation to Regular in relation to
Director directors fees 2025 directors fees 2024
Robin Hallam (Chairman) £69,600 £26,400 £69,600 £17,100
David Gelber £69,600 N/A £69,600 N/A
Mary Gavigan* £11,600** N/A £69,600 N/A
Steve Le Page (Chairman of the Audit Committee) £69,600 £8,600 £69,600 £8,600
Tom Sharp £64,692 N/A £10,700 N/A
Eithne Manning*** £63,800 £10,000**** N/A N/A

* Mary Gavigan fees for part year (resigned as a Director of the Company with effect from 30 April 2024).

** During the reporting period, in recognition of her service, the Board elected to provide one additional month's director fee to Ms Gavigan. This resulted in Ms Gavigan receiving director fees for April and May 2024.

*** Eithne Manning fees for part year (appointment as a Director of the Company with effect from 30 April 2024).

**** Eithne Manning was paid an extra £10,000 as compensation for time she spent working on Company matters over and above that expected of a Director in the normal course.

All Directors receive an annual fee and there are no share options or other performance related benefits available to them. Further details of the directors' fees are disclosed in note 7.

The terms and conditions of appointment of the non-executive Directors are available for inspection at the Company's registered office by prior arrangement with the Secretary.

At the time of writing no Director has a contract of service with the Group, nor are any such contracts proposed. There were also no outstanding loans or guarantees between the Group and any Director as at the year-end, nor as at the date of this report.

Directors Interest in Shares

The interests in Shares of the Company held by persons discharging managerial responsibility, including persons closely associated with them, are shown below:

Number of Shares Number of Shares
held as at held as at the date
of this report
31 March 2025
Robin Hallam 70,500 70,500
David Gelber 146,586 146,586
Steve Le Page 75,000 75,000
Tom Sharp* - -
Eithne Manning - -

* Tom Sharp is the Chief Investment Officer of Metage Capital Limited, the discretionary fund manager to Metage Funds Limited, a 6.85% Shareholder in the Company.

Corporate Governance Statement

Statement of Compliance with the AIC Code, as published in February 2019

The Company, and its wholly-owned subsidiaries, are committed to complying with the corporate governance obligations which apply to Guernsey registered companies. As a Guernsey incorporated investment company and under the DGTRs of the UK's FCA the Company is not required to comply with the UK Code.

However, the Board places a high degree of importance on ensuring that high standards of corporate governance are maintained and has considered the principles and provisions of the AIC Code, which addresses all of those principles and provisions set out in the UK Code, as well as setting out additional principles and provisions on issues that are of specific relevance to investment companies. The Board considers that reporting in accordance with the principles and provisions of the AIC Code provides more relevant and comprehensive information to Shareholders.

A copy of the AIC Code is available on the AIC website at www.theaic.co.uk/aic-code-of-corporate-governance-0.

For the reasons set out in the introduction to the AIC Code, the Board consider that neither the role of the chief executive nor non-executive directors' remuneration are relevant to the position of the Company and has therefore not reported further in respect of these matters.

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. The Chairman also encourages all Directors to present their view on matters in an open forum.

Having reviewed the AIC Code, the Board considers that it has maintained procedures during the financial year under review to ensure that it has complied with the AIC Code. Since the Board is comprised entirely of non-executive Directors, it has chosen not to form any committees other than an Audit Committee and a Dividend Committee, and the responsibilities of all other committees envisaged by the AIC Code are fulfilled directly by the Board.

Board Composition

In the year ended 31 March 2025 the composition of the Board of the Company was five Directors, four of whom were independent and all of whom were non-executive. Their biographies appear on pages 14 to 15 demonstrating the wide range of skills and experience they each bring to the Board. Mary Gavigan resigned from the Board of Directors and Eithne Manning was appointed to the Board of Directors effective 30 April 2024. All the Directors are non-executive and, for the purpose of provision 13 of the AIC Code, four of the Directors are considered to be independent, with the Chairman being independent from appointment. As part of their examination of the independence of the Board, the Board has concluded that those four Directors remain independent under the principles of the AIC Code. See the section on tenure below.

Robin Hallam is the Chairman.

David Gelber is the SID. As the appointed SID, Mr Gelber provides a sounding board to the Chairman and serves as an intermediary for Shareholders. Mr Gelber also leads on the evaluation of the performance of the Chairman.

None of the Directors hold employment in any other public companies nor do any of the Directors hold cross-directorships or have significant links with each other through involvement in any other companies or bodies.

Tenure

The Board notes that provision 23 of the AIC Code expects all directors to be subject to annual re-election. However, the Company's Articles require that all Directors who held office at the two preceding AGMs of the Company and did not retire from office at either of those meetings, shall retire from office and shall be eligible for re-election at the same meeting. The Board have decided to follow provision 23 of the Code which recommends annual re-election of all Directors, even though the Company's Articles allow a less frequent cadence of re-election.

Accordingly, at the forthcoming AGM Robin Hallam will retire and, being eligible, offer himself for re-election. The Board has considered the independence of the Chairman, Robin Hallam, who will have served on the Board for approximately ten and a half years by the time of the 2025 AGM. Despite the fact that his tenure in the role exceeds the recommendation in the Code, the Board has concluded that he continues to demonstrate independence of thought and action in his role, and that his intimate knowledge of the aviation industry and the Group are a considerable advantage. The Board therefore recommend his reappointment.

Moreover, David Gelber will also retire and being eligible, offer himself for re-election. The Board has considered David's independence in light of the AIC's guidance, noting that his tenure exceeds the recommendation relating to length of service. Nevertheless, the Board is satisfied that David continues to demonstrate independence of mind in all meetings and

Corporate Governance Statement (continued)

discussions. In addition, his expertise in finance and deep understanding of the Company's history are regarded as significant assets for the Company and its stakeholders. The Board accordingly recommend his reappointment.

The Board will annually reassess their independence and will also consider the independence of any Director who has been appointed to the Board for a continuous period of nine years.

Board Evaluation

In March 2025 the Board completed a self-evaluation and concluded that its performance was still adequate and professional and that no corporate governance concerns existed. This conclusion was in line with that of the most recent external performance evaluation in December 2020. The Board will consider appointing external facilitators again in future years.

Board Meetings

The Board usually meets in Guernsey at least four times per year to consider the business and affairs of the Group for the previous quarter and the outlook for the coming quarter and beyond, at which meetings the Directors review the Group's Assets and all other important issues to ensure control is maintained. In November 2024 the Board was unable to travel to Guernsey because of adverse weather conditions but held a video conference instead to ensure all necessary updates and reviews were carried out. In order to ensure compliance with taxation regulations, no decisions were made at that meeting. At two meetings the Board considers and, if deemed appropriate, approves the Group's published financial statements.

Between these regular meetings, the Board keeps in contact by email, telephone and video conference as well as meeting to consider specific matters of a transactional nature. Additionally, the Directors hold strategy meetings with relevant advisers as appropriate.

The Directors are kept fully informed by the Asset Manager of all matters concerning the Assets and their financial arrangements and by the Secretary of all matters that are relevant to the business of the Group and which should be brought to the attention of the Directors and/or 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 Board and its Asset Manager.

The Directors also have access to the advice and services of the Corporate Broker as required. The Directors may also, in the furtherance of their duties, take independent professional advice at the Group's expense.

In the financial year under review the Directors held nine Board meetings and four Audit Committee meetings in order to carry out their duties. Director's attendance at these meetings was as follows:

Director Quarterly Board* Ad Hoc Board Audit Committee Dividend
Committee*
Robin Hallam 3 of 3 6 of 6 N/A** 0 of 4
David Gelber 3 of 3 6 of 6 N/A** 1 of 4
Mary Gavigan*** N/A N/A N/A N/A
Steve Le Page 3 of 3 6 of 6 4 of 4 4 of 4
Tom Sharp 3 of 3 6 of 6 N/A** 2 of 4
Eithne Manning**** 3 of 3 4 of 5 4 of 4 2 of 4

* Due to adverse weather conditions explained above, there were three (not four) meetings in the financial year under review.

** Robin Hallam, David Gelber and Tom Sharp are not members of the Audit Committee.

*** Mary Gavigan resigned as a Director and member of the Audit Committee on 30 April 2024.

**** Eithne Manning appointed as a Director and member of the Audit Committee on 30 April 2024.

***** The Dividend Committee consists of any one Director.

A time commitment of approximately 30 days has been set for Board duties in the Directors' letters of appointment, although the Board recognises that the time required by Directors may vary depending on the demands of the Group and any other events. Therefore, it is required that each director allocates sufficient time to the Group to perform their duties effectively. It is also expected that each Director will attend all Board meetings and meetings of committees of which they are a member. The Chairman has confirmed that he considers the performance of each Director to be satisfactory and that each Director demonstrates continued commitment to their role.

Corporate Governance Statement (continued)

The Board was equally satisfied during the year under review that the Chairman had the commitment to his role and the time to make himself available at short notice when the need arose.

Board Committees

The Board has considered the establishment of a remuneration committee as set out in provision 37 of the AIC Code, a management engagement committee, as set out in provision 17 of the AIC Code, and a nomination committee as set out in provision 22 of the AIC Code.

The Board has concluded that, given the small size of the Board, the Company has no requirement for these committees and instead, the full Board performs these functions.

The Board has established an Audit Committee and a Dividend Committee. Details of the activities of each of these committees are set out below.

Audit Committee

As at the financial year end, the members of the Audit Committee were Steve Le Page and Eithne Manning (appointed as a member of the Audit Committee on 30 April 2024). Mary Gavigan resigned as a member of the Audit Committee effective 30 April 2024. The Audit Committee has regard to the Guidance on Audit Committees published by the Financial Reporting Council in May 2023. The Audit Committee examines the effectiveness of the Group's and its service providers' internal control systems as appropriate, the annual and half-yearly reports and financial statements, the auditor's remuneration and engagement, as well as the auditor's independence.

The Audit Committee considers the nature, scope and results of the auditor's work and reviews it annually prior to providing a recommendation to the Board on the reappointment or removal of the auditor. When evaluating the external auditor, the Audit 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.

Auditor independence is maintained through limiting non-audit services to specific audit-related work that falls within defined categories; for example, the provision of advice on the application of IFRS or formal reports for any Stock Exchange purpose. All engagements with the auditor are subject to pre-approval from the Audit Committee and fully disclosed within the consolidated annual financial report for the relevant period. A resolution proposing the reappointment of KPMG Channel Islands Limited will be submitted at the forthcoming AGM to be held pursuant to section 199 of the Law. The Audit Committee ensures the auditor has appropriate internal mechanisms in place to ensure its independence.

The Audit Committee has recommended to the Board that the reappointment of KPMG Channel Islands Limited as the Company's external auditor be proposed to Shareholders at the 2025 AGM. The Audit Committee will, if appropriate, consider arranging for the external audit contract to be tendered in 2028 (being 10 years from the initial appointment of KPMG as auditor) with the aim of ensuring a high quality and effective audit.

The Audit Committee meets in Guernsey at least twice a 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 an annual audit planning discussion with the auditor. The ultimate responsibility for reviewing and approving the half-yearly and the annual financial report remains with the Board.

The Audit Committee also operates within clearly defined terms of reference based on the Institute of Chartered Secretaries and Administrators recommended terms and provides a forum through which the Group's external auditor reports to the Board. The Audit Committee can request information from the Company's service providers with the majority of information being directly sourced from the Asset Manager, Secretary and Administrator and the external auditor. The terms of reference of the Audit Committee are available on the Company's website and on request from the Secretary.

Each year, for good governance, the full Board examines the Audit Committee's performance and effectiveness and ensures that its tasks and processes remain appropriate. Key areas covered include the clarity of the 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 Audit Committee have relevant financial experience and knowledge and ensure that such knowledge remains up to date. Overall, the Board considers that the Audit Committee has the right composition in terms of expertise and has effectively undertaken its activities and reported them to the Board during the year.

Overview

Corporate Governance Statement (continued)

During the financial year the Audit Committee met to consider the consolidated annual financial report for the year ended 31 March 2024, the consolidated half-yearly financial report for the period ended 30 September 2024 and the audit plan for the year ended 31 March 2025. The report from the Chairman of the Audit Committee is on pages 32 to 34.

Dividend Committee

The Dividend Committee consists of any one 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 as set out on page 10; subject to no other Director having raised an objection to the declaration of such a dividend.

Bribery

The Directors have undertaken to operate the business in an honest and ethical manner and accordingly take a zerotolerance approach to bribery and corruption. The key components of this approach are implemented as follows:

  • the Board is committed to acting professionally, fairly and with integrity in all its business dealings and relationships;
  • the Group will implement and enforce effective procedures to counter bribery; and
  • the Group requires all its service providers and advisers to adopt equivalent or similar principles.

Data Protection

The Group has implemented measures designed to ensure its compliance with the EU General Data Protection Regulation (EU) 2016/679 and associated legislation in Guernsey and in other jurisdictions. The Company has also issued a privacy notice explaining the data it holds, how the data is processed and its procedures. This notice is available for review and download at the Company's website.

Dialogue with Shareholders

All Shareholders have the right to receive notice of, and attend, general meetings of the Company, at which one or more members of the Board will be available to discuss issues affecting the Group.

The Company reports on the number of votes lodged on each resolution proposed at an AGM. This information is published via a regulatory information service and on the Company's website immediately following the AGM.

The primary responsibility for Shareholder relations lies with the Board which has delegated this role to the Company's Corporate Broker. The Corporate Broker has met with the Company's Shareholders to discuss the Company and seek feedback for the benefit of the Board and will continue to meet with Shareholders on a periodic basis, or when there is significant information pertaining to the Company which needs to be discussed with Shareholders. In addition, the Directors are available to enter into dialogue with Shareholders by telephone or email and the Chairman is always willing to meet Shareholders, as the Company believes such communication to be important. Shareholders also have the opportunity to address questions to the Chairman and the Audit Committee at the Company's AGM.

The Board receives an update from Panmure Liberum at every Board meeting to monitor the Company's Shareholder profile and seeks to ensure that information is presented to Shareholders in a fair, balanced and understandable manner. The Board would also take action to address any Shareholder concerns raised with it. The Company provides regular updates to Shareholders through factsheets, webinars and annual and half-yearly financial reports.

The Directors contact details are given on page 73 and can also be found on the last page of each factsheet issued. The Directors can also be contacted by Shareholders via correspondence sent to the Group's registered office, or via the Secretary if they have any concerns.

Audit Committee Report

Membership

Steve Le Page – Chairman of the Audit Committee

Eithne Manning – Non-executive Director (Appointed as Non-executive Director and Member of the Audit Committee on 30 April 2024)

Mary Gavigan – Non-executive Director (Resigned as Non-executive Director and Member from the Audit Committee on 30 April 2024)

Key Duties

The Audit Committee's key duties are set out in the Committee's terms of reference which are available on the Company's website; https://www.aa4plus.gg.

Audit Committee Meetings

During the reporting period, the Audit Committee met four times. The Audit Committee reports to the Board on its activities and on matters of particular relevance to the Board in the conduct of its work.

Financial Reporting and Significant Issues

The Audit 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-yearly and annual financial reports, the significant financial reporting issues and accounting policies and the disclosures in the Consolidated Financial Statements. In carrying out this review the members of the Committee take into account their knowledge of the reporting requirements applicable, the activities of the Company and as a consequence their expectations of the form and content of the financial reports.

The significant issues considered by the Audit Committee in relation to this consolidated annual financial report and how these were addressed were as follows:

Significant issues for the year How the Audit Committee addressed these significant issues

The Assets of the Group comprise six A380-800 aircraft, two B777-300ER aircraft and four A350- 900 aircraft. An annual review is required of the residual value of the Assets as per IAS 16 Property, Plant and Equipment.

Residual value of aircraft Assets The Group believes that the use of forecast base values excluding inflation is a reasonable approximation for residual value as required per IAS 16 Property, Plant and Equipment. On this basis, updated investment valuations were commissioned and received from third party professional appraisers for all of the Assets at the year-end and analysed by Amedeo and the Directors. The Audit Committee believes that those valuations are appropriate for the purposes of calculating depreciation.

The residual value excluding inflation used in the calculation of depreciation is based on the average future maintenance adjusted base values from three independent appraisers. In the case of the A380 aircraft, unless the lessee has made an election, selecting a specific return condition and associated monetary compensation, the valuations have been maintenance adjusted to the minimum return conditions plus corresponding end of lease monetary compensation payable by the lessee (as per the lease contracts). In the case of the B777 and A350 aircraft, the valuations have been maintenance adjusted to the return conditions contracted under the lease.

With respect to the A380s, the aircraft type faces a unique situation in terms of its limited operator base which creates greater uncertainty around its ultimate residual value. Furthermore, given the ongoing developments in the market and the lack of historical data points, it has not been easy to value the aircraft type, which is evident from the appraisers' reports. An average of the three independent appraisers is therefore used to determine the appropriate residual value.

Overview

Audit Committee Report (continued)

IAS 36 Impairment of Assets requires that a review for impairment be carried out by the Group when there is an indication of the 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 its current market value and its value-in-use.

Significant issues for the year How the Audit Committee addressed these significant issues

Consideration of any triggers for impairment During 2020/21 and 2021/22, the impact of the COVID 19 pandemic and associated travel restrictions on residual values of the Group's Assets and on the airline industry generally led to significant provisions for impairment being made in the Consolidated Financial Statements.

Whilst, as referred to above, the current situation of the industry and of the lessees is much improved, it was felt, in line with IAS36, to be appropriate to perform another impairment test this year. This process utilised the same methodology as in previous reviews and the Board has concluded that no further provisions for impairment are required this year.

Going Concern and Viability

The Audit Committee receives regular reports from the Asset Manager which comment on the situation of both lessees. Also, as mentioned above, both lessees are performing their obligations under the existing lease contracts in a timely and complete manner.

Following, Thai Airways' recent bankruptcy protection (exited on 16 June 2025) the market has not yet restored its previous credit rating. The Directors have established a precautionary credit loss provision against certain receivables from that lessee.

As set out in the going concern note 2(i) and in the viability statement on pages 22 to 23, the Audit Committee and the Board are comfortable that the Group is both a going concern and viable.

Internal Controls

The Audit Committee has made due enquiry about the internal controls of the Group's service providers, particularly those relevant to financial reporting. The Audit Committee is satisfied with the controls currently implemented, but will continue to review them regularly. The Audit Committee has also asked to be informed of any in-house developments and improved internal control procedures effected.

Internal audit

The Group has no employees and operates no systems of its own, relying instead on the employees and systems of its external service providers. The Board has therefore taken the decision that it would not be of any material benefit for the Group to appoint an internal auditor.

External Audit

The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The Audit Committee received a detailed audit plan, identifying the external auditor's assessment of the key financial reporting risks. For the year, the primary risks identified were in respect of the carrying value of the aircraft assets and management override of controls.

Using its collective skills, the Audit Committee evaluated the effectiveness of the audit process in addressing the matters raised through the reporting it received from the external auditor at the start and at the conclusion of the audit. In addition, the Audit Committee sought feedback from service providers on the effectiveness of the audit process.

For the year, the Audit 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 Audit Committee discussed its findings with the external auditor and will consider if future external audits could be improved.

The Audit Committee holds meetings with the external auditor, and the Audit Committee Chair speaks regularly to the lead partner, to provide additional opportunity for open dialogue and for feedback from the auditor. If felt necessary, Audit Committee members would meet with the external auditor without the Administrator or Asset Manager being present. Matters discussed include the residual valuation of aircraft, appropriateness of any impairment provisions, the auditor's assessment of business risks and management activity thereon, the transparency and openness of interactions with the service providers, the independence of their audit and how they have exercised professional scepticism.

Audit Committee Report (continued)

Appointment and Independence

The Audit Committee considers the reappointment of the external auditor, including the rotation of the audit partner, each year and also evaluates their independence on an on-going basis.

The Audit Committee has recommended to the Board the re-appointment of KPMG Channel Islands Limited as the Group's external auditor be proposed for the year ending 31 March 2026. A resolution proposing the reappointment of KPMG Channel Islands Limited will be submitted at the forthcoming AGM to be held pursuant to section 199 of the Law.

The Audit Committee will, if appropriate, consider arranging for the external audit contract to be tendered in 2028 (being ten years from KPMG's initial appointment) with the aim of ensuring a high quality and effective audit.

Conclusion

The above report outlines the work of the Audit Committee generally, and in specific respect of these Consolidated Financial Statements. The conclusion of the Audit Committee is that these Consolidated Financial Statements, taken as a whole, are fair, balanced and understandable, and provide the information necessary for Shareholders to assess the Group's performance, business model and strategy. Furthermore, the Audit Committee believes that they show a true and fair view of the performance of the Company for the year ended 31 March 2025 and of its financial position at that date.

Steve Le Page Chairman of the Audit Committee

Date: 28 July 2025

Our opinion is unmodified

We have audited the Consolidated Financial Statements of Amedeo Air Four Plus Limited (the "Company") and its subsidiaries (together, the "Group"), which comprise the consolidated statement of financial position as at 31 March 2025, the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising material accounting policies and other explanatory information.

In our opinion, the accompanying Consolidated Financial Statements:

  • give a true and fair view of the financial position of the Group as at 31 March 2025, and of the Group's financial performance and cash flows for the year then ended;
  • are prepared in accordance with International Financial Reporting Standards; and
  • comply with the Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company and Group in accordance with, UK ethical requirements including the FRC Ethical Standard as required by the Crown Dependencies' Audit Rules and Guidance. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Key audit matters: our assessment of the risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the Consolidated Financial Statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. 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. In arriving at our audit opinion above, the key audit matter was as follows (unchanged from 2024):

Carrying value of Aircraft (the "Assets")

£872,488,519; (2024: £1,013,468,395)

Refer to the Audit Committee Report on page 32, note 2 (l) accounting policy and note 8 disclosures.

Basis:

IAS 36 'Impairment of assets' requires that assets are assessed for impairment on at least an annual basis including management's estimate of the recoverable amount.

The standard requires that for all assets in scope at the end of the reporting period, an entity assess whether there is any indication that an asset may be impaired and, where such indications exist, the recoverable amount of the asset is estimated.

The Board, together with the Asset Manager, performed an impairment assessment (the "Impairment Assessment") in the current year.

The Impairment Assessment was performed in a manner consistent with that laid out in notes 2(l) and 8 to the Consolidated Financial Statements.

Risk:

The determination of the carrying value of the Group's Assets is a significant area of our audit, given that it represents a significant portion of the total assets of the Group.

The valuation risk of the Group's Assets incorporates a risk of error due to the significance of subjective estimates and complexity involved in the determination of their carrying value.

We determined that the carrying value of the Group's Assets has a high degree of estimation uncertainty, giving rise to a potential range of reasonable outcomes greater than our materiality for the Consolidated Financial Statements as a whole. The Consolidated Financial Statements disclose in note 3 the sensitivities estimated by the Company.

The risk Our response

Our audit procedures included but were not limited to:

Internal Controls:

We assessed the design and implementation of key controls over the Assets' valuation.

Challenging managements' assumptions and inputs:

We assessed the consistency of the method applied in the Impairment Assessment with the approach outlined in the Group's accounting policy and the requirements of IFRS.

We assessed the reasonableness of the discount rate applied in the Impairment Assessment against the nature of the Assets held by the Group, the lease agreements in place, and observable market data where available.

We assessed the reasonableness of the current market values, residual values and future lease rentals included in the Impairment Assessment by: obtaining and reviewing the reports of the three independent professional appraisers engaged by the Asset Manager (the "Appraisers"); assessing their competence, capability, and objectivity; by performing inquiries with them and the Asset Manager to understand key judgements; and by benchmarking the current market values and residual values to independently obtained market data.

We compared the current market values, residual values and future lease rentals included in the Impairment Assessment to the reports prepared by the Appraisers.

We compared the cash flows included in the Impairment Assessment to lease agreements between the Group and its lessees.

Based on the findings of the procedures outlined above, we recalculated the carrying value of the Group's Assets and compared this to the carrying value used in the Group's Impairment Assessment.

Assessing disclosures:

We also considered the Group's disclosures (see notes 2(l) and 8) in relation to the use of judgements and estimates regarding the determination of the carrying value of the Assets and the Group's measurement policies adopted in note 2 (l) and disclosures in note 8 for compliance with IFRS.

Our application of materiality and an overview of the scope of our audit

Materiality for the Consolidated Financial Statements as a whole was set at £5,600,000, determined with reference to a benchmark of group total assets of £1,083,390,937, of which it represents approximately 0.5% (2024: 0.5%).

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the Consolidated Financial Statements as a whole. Performance materiality for the Group was set at 75% (2024: 75%) of materiality for the Consolidated Financial Statements as a whole, which equates to £4,200,000. We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.

We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £280,000, in addition to other identified misstatements that warranted reporting on qualitative grounds.

Our audit of the Group was undertaken to the materiality level specified above, which has informed our identification of significant risks of material misstatement and the associated audit procedures performed in those areas as detailed above.

The group team performed the audit of the Group as if it was a single aggregated set of financial information. The audit was performed using the materiality level set out above and covered 100% of total group revenue, total group profit before tax, and total group assets and liabilities.

Going concern

The directors have prepared the Consolidated Financial Statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the Consolidated Financial Statements (the "going concern period").

In our evaluation of the directors' conclusions, we considered the inherent risks to the Group and the Company's business model and analysed how those risks might affect the Group and the Company's financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to affect the Group and the Company's financial resources or ability to continue operations over this period were the availability of capital and the lessees' ability to make contractual lease payments in order for the Group to meet operating costs and other financial commitments.

We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources indicated by the Company's financial forecasts.

We considered whether the going concern disclosure in note 2 (i) to the financial statements gives a full and accurate description of the directors' assessment of going concern.

Our conclusions based on this work:

  • we consider that the directors' use of the going concern basis of accounting in the preparation of the Consolidated Financial Statements is appropriate;
  • we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Company's ability to continue as a going concern for the going concern period; and
  • we found the going concern disclosure in the notes to the Consolidated Financial Statements to be acceptable.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group and the Company will continue in operation.

Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to fraud To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud.

Our risk assessment procedures included:

  • enquiring of management as to the Group's policies and procedures to prevent and detect fraud as well as enquiring whether management have knowledge of any actual, suspected or alleged fraud;
  • reading minutes of meetings of those charged with governance; and
  • using analytical procedures to identify any unusual or unexpected relationships.

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the Group's revenue streams are simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.

We performed procedures including:

  • Identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to supporting documentation; and
  • incorporating an element of unpredictability in our audit procedures.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the Consolidated Financial Statements from our sector experience and through discussion with management (as required by auditing standards), and from inspection of the Group's regulatory and legal correspondence, if any, and discussed with management the policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity's procedures for complying with regulatory requirements.

The Group is subject to laws and regulations that directly affect the Consolidated Financial Statements including financial reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

The Group is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the Consolidated Financial Statements, for instance through the imposition of fines or litigation or impacts on the Group and the Company's ability to operate. We identified financial services regulation as being the area most likely to have such an effect, recognising the regulated nature of the Group's activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the Consolidated Financial Statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the Consolidated Financial Statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Other information

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 we do not express an audit opinion or 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.

We have nothing to report on other matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

  • the Company has not kept proper accounting records; or
  • the Consolidated Financial Statements are not in agreement with the accounting records; or
  • we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.

Respective responsibilities

Directors' responsibilities

As explained more fully in their statement set out on page 26, the directors are responsible for: the preparation of the Consolidated Financial Statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

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 our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Consolidated Financial Statements.

A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.

The purpose of this report and restrictions on its use by persons other than the Company's members, as a body

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.

David Alexander for and on behalf of KPMG Channel Islands Limited Chartered Accountants and Recognised Auditors Guernsey

28 July 2025

Consolidated Statement of Comprehensive Income

for the year ended 31 March 2025

1 Apr 2024 to 1 Apr 2023 to
31 Mar 2025 31 Mar 2024
Notes GBP GBP
INCOME
US Dollar based rental income 4 147,784,699 147,962,497
British Pound based rental income 4 34,625,713 34,687,668
182,410,412 182,650,165
EXPENSES
Operating expenses 6 (5,318,289) (4,804,831)
Depreciation and amortisation of aircraft 8 (119,269,984) (122,220,935)
Movement in expected credit loss 77,572 252,268
(124,510,701) (126,773,498)
Net profit for the year before finance income, finance costs and
foreign exchange gains 57,899,711 55,876,667
FINANCE INCOME
Finance income 9 7,325,067 7,236,249
7,325,067 7,236,249
FINANCE COSTS
Finance costs 10 (36,971,790) (34,772,738)
Fair value loss on derivatives 11 (15,026,713) (2,256,461)
(51,998,503) (37,029,199)
Foreign exchange gains 503,572 92,614
Income for the year before tax 13,729,847 26,176,331
Income tax expense 26 (26,494) (27,330)
Income for the year after tax 13,703,353 26,149,001
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss
Translation adjustment on foreign operations (6,767,811) (6,604,965)
Total comprehensive gain for the year 6,935,542 19,544,036
Pence Pence
Earnings per share for the year – basic and diluted 13 4.62 8.60

In arriving at the results for the financial year, all amounts above relate to continuing operations.

Consolidated Statement of Financial Position

as at 31 March 2025

Notes
GBP
GBP
NON-CURRENT ASSETS
Aircraft
8
872,488,519
1,013,468,395
Trade and other receivables
15
18,990,928
18,493,966
Derivatives at fair value through profit and loss
22
26,954,515
42,155,539
Deferred tax
26
718
26,868
Accrued income
14
30,324,006
31,273,765
948,758,686
1,105,418,533
CURRENT ASSETS
Accrued income
14
2,840,900
3,664,154
Short term investments
16
16,056,974
10,950,127
Trade and other receivables
15
1,390,353
1,414,879
Cash and cash equivalents
17
114,344,024
130,835,713
134,632,251
146,864,873
TOTAL ASSETS
1,083,390,937
1,252,283,406
CURRENT LIABILITIES
Payables
19
243,210
200,941
Deferred income
14
5,393,463
5,466,248
Maintenance provisions
18
66,030,860
63,667,826
Borrowings
20
107,923,836
111,211,850
179,591,369
180,546,865
NON-CURRENT LIABILITIES
Maintenance provisions
18
16,679,595
11,681,677
Borrowings
20
585,555,947
708,707,791
Deferred income
14
7,900,930
12,509,514
610,136,472
732,898,982
TOTAL LIABILITIES
789,727,841
913,445,847
TOTAL NET ASSETS
293,663,096
338,837,559
EQUITY
Share capital
21
465,183,447
492,981,504
Foreign currency translation reserve
33,103,110
39,870,921
Retained deficit
(204,623,461)
(194,014,866)
293,663,096
338,837,559
Pence
Pence
Net Asset Value Per Share based on 260,485,247 (2024:
303,899,361) shares in issue
112.74
111.50
31 Mar 2025 31 Mar 2024

The USD/GBP exchange rate was 1.2918 as at 31 March 2025 (2024: 1.2623)

The Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 28 July 2025 and are signed on its behalf by:

Robin Hallam, Chairman

Consolidated Statement of Cash Flows

for the year ended 31 March 2025

1 Apr 2024 to 1 Apr 2023 to
31 Mar 2025 31 Mar 2024
Notes GBP GBP
OPERATING ACTIVITIES
Income for the year after tax 13,703,353 26,149,001
Increase in accrued income (5,709,335) (2,590,996)
Decrease in deferred income (69,424) (570,889)
Interest income (6,264,671) (6,114,897)
Depreciation and amortisation of aircraft 8 119,269,984 122,220,935
Gain on derivatives 9 (776,982) (897,326)
Movement in expected credit loss (77,572) (252,268)
Taxation expense 26 26,494 27,330
Loan interest payable 10 35,440,037 33,213,552
Fair value adjustments on financial assets 11 15,026,713 2,256,461
Increase in payables 68,418 12,914
Maintenance reserves received 9,183,529 6,731,902
Decrease /(increase) in receivables 1,089,996 (172,619)
Foreign exchange movement (503,572) (92,614)
Amortisation of debt arrangement costs 10 1,531,753 1,559,186
NET CASH FROM OPERATING ACTIVITIES 181,938,721 181,479,672
INVESTING ACTIVITIES
Investment in short term deposits 16 (16,056,974) (10,950,127)
Withdrawal from short term deposits 16 10,950,127 10,719,241
Interest received 9 6,264,671 6,114,897
NET CASH FROM INVESTING ACTIVITIES 1,157,824 5,884,011
FINANCING ACTIVITIES
Dividends paid 12 (24,311,948) (22,032,704)
Share redemption paid 21 (27,798,057)
Repayments of capital on senior loans 25 (112,745,641) (110,751,708)
Payments of interest on senior loans 25 (22,232,259) (26,732,378)
Payments of interest on junior loans 25 (11,201,194) (11,356,947)
Security trustee and agency fees 10 (208,074) (211,963)
Gain received on derivatives 869,189 969,109
NET CASH USED IN FINANCING ACTIVITIES (197,627,984) (170,116,591)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 130,835,713 116,607,126
(Decrease)/increase in cash and cash equivalents (14,531,439) 17,247,092
Effects of foreign exchange rates (1,960,250) (3,018,505)
CASH AND CASH EQUIVALENTS AT END OF YEAR 17 114,344,024 130,835,713

Consolidated Statement of Changes in Equity

for the year ended 31 March 2025

Notes Share
capital
GBP
Retained
deficit
GBP
Foreign
currency
translation
reserve
GBP
Total
GBP
Balance as at 1 April 2024 492,981,504 (194,014,866) 39,870,921 338,837,559
Income for the year
Other comprehensive loss for the year

13,703,353

(6,767,811)
13,703,353
(6,767,811)
Total comprehensive gain for the year
Transactions with owners of the
Company:
13,703,353 (6,767,811) 6,935,542
Share redemption
Dividends paid
21
12
(27,798,057)

(24,311,948)

(27,798,057)
(24,311,948)
Total transactions with owners of the
Company:
(27,798,057) (24,311,948) (52,110,005)
Balance as at 31 March 2025 465,183,447 (204,623,461) 33,103,110 293,663,096
Share Retained Foreign
currency
translation
Notes Share Retained translation
capital deficit reserve Total
GBP GBP GBP GBP
Balance as at 1 April 2023 492,981,504 (198,131,163) 46,475,886 341,326,227
Income for the year 26,149,001 26,149,001
Other comprehensive loss for the year (6,604,965) (6,604,965)
Total comprehensive gain for the year 26,149,001 (6,604,965) 19,544,036
Transactions with owners of the
Company:
Dividends paid 12 (22,032,704) (22,032,704)
Total transactions with owners of the
Company: (22,032,704) (22,032,704)
Balance as at 31 March 2024 492,981,504 (194,014,866) 39,870,921 338,837,559

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025

1. GENERAL INFORMATION

The consolidated financial information incorporates the results of Amedeo Air Four Plus Limited (the "Company") and its Guernsey Subsidiaries, AA4P Alpha Limited, AA4P Beta Limited, AA4P Gamma Limited, AA4P Delta Limited, AA4P Epsilon Limited, AA4P Zeta Limited, AA4P Eta Limited, AA4P Theta Limited, AA4P Lambda Limited, AA4P Mu Limited, AA4P Nu Limited and AA4P Xi Limited, and its Irish Subsidiaries, AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited (each a "Subsidiary" and together the "Subsidiaries") (together the Company and the Subsidiaries are known as the "Group").

The Company was incorporated in Guernsey on 16 January 2015 with registered number 59675. Its share capital consists of one class of redeemable ordinary shares ("Shares"). The Shares are admitted to trading on the SFS of the London Stock Exchange's Main Market. The Company and the Guernsey Subsidiaries are tax residents in Guernsey. AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited are Irish tax resident trading companies.

The Company's investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft.

Since the completion of its initial public offering on 13 May 2015, the Company has acquired eight Airbus A380, two Boeing 777-300ER, four Airbus A350-900 and has sold two Airbus A380 aircraft. Eight of the remaining aircraft are leased to Emirates and four aircraft are leased to Thai Airways. All aircraft are leased for a period of 12 years from each respective delivery date, except the four aircraft leased to Thai Airways, where the lease agreements were extended by 72 months. In order to complete the purchase of these aircraft, subsidiaries of the Company entered into debt financing arrangements which, together with the equity proceeds were used to finance the acquisition of the aircraft.

Rental income received is used to pay loan interest and regular capital repayments of debt. US Dollar lease rentals and loan repayments are furthermore fixed, some loan repayments making use of interest rate swaps, at the outset of the Group's acquisition of an aircraft and are very similar in amount and timing except for the repayment of bullet and balloon repayments of principal due on the final maturity of a loan. Interest rate caps were entered into with effective date 1 January 2023 as part of the loan restructuring with the lenders of the Thai aircraft.

2. ACCOUNTING POLICIES

The material accounting policies adopted by the Group are as follows:

(a) Basis of preparation

The Consolidated Financial Statements have been prepared in accordance with IFRS, which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"). The Consolidated Financial Statements give a true and fair view and comply with the Law.

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.

Changes in accounting policies and disclosure

The following Standards or 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 consolidated financial periods except where stated otherwise.

New and amended IFRS Standards that are effective for the current period

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.

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.

Notes to the Consolidated Financial Statements (continued) for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(a) Basis of preparation (continued)

New and amended IFRS Standards that are effective for the current period (continued)

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 reporting periods beginning on or after 1 January 2024.

New and Revised Standards in issue but not yet effective

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.

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 Disclosure in Financial Statements: This Standard replaces IAS 1: Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged, effective for periods commencing 1 January 2027. The new accounting standard introduces the following key new requirements:

  • Entities are required to classify all income and expenses into five categories in the statement of profit and loss, namely operating, investing, financing, discontinued operations and income tax categories.
  • Entities are also required to present a newly-defined operating profit subtotal. Entities net profit will not change as a result of applying IFRS 18.
  • Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.
  • Enhanced guidance is provided on how to group information in the financial statements.
  • All entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

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 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 to the Company's financial reporting, except where otherwise noted above.

(b) Basis of consolidation

The consolidated financial information incorporates the results of the Company and the Subsidiaries. The Company owns 100% of all the shares in the Subsidiaries 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.

(c) Taxation

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(c) Taxation (continued)

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted, or substantively enacted, at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that the deferred tax will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

The Company and the Guernsey Subsidiaries have been assessed for tax at the Guernsey standard rate of 0%. Since AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited are Irish tax resident trading companies their net lease rental income earned (after tax deductible expenditure) will be taxable as trading income at 12.5% under Irish tax regulations. Please refer to note 26 for more information.

(d) Share capital

Shares are classified as equity. Incremental costs directly attributable to the issue of Shares are recognised as a deduction from equity.

(e) Interest income and expenses

Interest income and expenses are accounted for on an effective interest rate basis.

(f) Foreign currency translation

The currency of the primary economic environment in which the Company operates (the functional currency) is Pound Sterling ("GBP") which is also the presentation currency. The Subsidiaries of the Company all have the same functional currency being US Dollar ("USD"). Transactions denominated in foreign currencies are translated into GBP at the rate of exchange ruling at the date of the transaction.

Retranslation of subsidiaries:

Assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in other comprehensive income in the Consolidated Statement of Comprehensive Income.

On consolidation the financial statements of foreign subsidiaries whose functional currency is not GBP are translated into GBP as follows: statement of financial position items are translated into GBP at the period end exchange rate; statement of income items are translated into GBP at the exchange rates applicable at the transaction dates or at the average exchange rates at each respective quarter end, as long as this is not rendered inappropriate as a basis for translation by major fluctuations in the exchange rate during the period; unrealised gains and losses arising from the translation of the financial statements of foreign subsidiaries are recorded under "Translation adjustment on foreign operations" in other comprehensive income that may subsequently be reclassified to profit or loss. The cumulative gains and losses arising from the translation of the financial statements of foreign subsidiaries are held in equity as a foreign currency translation reserve and are reclassified to profit and loss on disposal or liquidation of foreign subsidiaries.

Notes to the Consolidated

Financial Statements

Notes to the Consolidated Financial Statements (continued)

for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(g) Cash and cash equivalents

Cash at bank and short-term deposits which are held to maturity are carried at amortised cost as stated in note 2(m). Cash and cash equivalents are defined as call deposits, short term deposits with a maturity of three months or less and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

(h) Segmental reporting

The Directors have overall responsibility for the Group's activities, including investment activity and are therefore considered the chief operating decision maker.

The Directors are of the opinion that the Group is engaged in a single segment of business, being acquiring, leasing and selling aircraft (together the "Assets" and each an "Asset"). The Directors consider this appropriate due to the nature of the revenue earned for the business as a whole from its aircraft, being lease income from lessees predominantly as a result of passenger revenue earned by the airlines. However, the Directors have chosen to disclose certain geographical information as per note 28.

(i) Going concern

The Directors have prepared these Consolidated Financial Statements for the year ended 31 March 2025 on the going concern basis.

In their consideration of the appropriateness of the going concern basis, the Directors have taken account of the fact that the Group has always received the lease payments due from Emirates Airlines, the Group's principal lessee, in full and on time. Cash flow modelling carried out has indicated that future lease receipts will enable the Group to meet its obligations as they fall due for at least the next fifteen months from the date of signing these Consolidated Financial Statements.

One of the lessees, Thai Airways, stopped paying the amounts due under the leases and also entered into a bankruptcy protection process under Thai Law during 2020, but during 2021 re-commenced paying PBH rentals, and fixed rentals from 1 January 2023, in accordance with restructured and extended leases. The Company also successfully restructured the associated debt. Accordingly, it is the current opinion of the Board that these lease operations will be self-financing for the foreseeable future.

On the basis of (i) the Group's current liquid assets, (ii) cash-flow projections, and (iii) relatively stable landscape for travel, the Directors believe that the going concern basis of accounting is appropriate.

(j) Rental income

In line with note 3 the leases relating to the Assets have been classified as operating leases. The Assets are shown as non-current assets in the Consolidated Statement of Financial Position.

Rental income including fixed lease payments, advance lease payments and one-off end of life lease payments (as detailed in note 15) from operating leases is 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. Accrued and deferred income represents the difference between actual operating lease payments received (including some received in full upfront) and the amount to be accounted for in the accounting records on a straight-line basis over the operating lease terms.

In accordance with the restructured and extended leases agreed between the Company and Thai Airways, effective from 15 December 2021, variable lease payments in the form of power by the hour ("PBH") rentals were introduced from the effective date of the amended lease agreements up until 31 December 2022. This is followed by fixed lease payments from 1 January 2023 up until the original expiry dates of the amended lease agreements. For the extension period of 72 months from the original expiry dates an amount agreed between the Company and Thai Airways will be paid, which will be determined by taking the average base lease rate from three appraisers (refer to note 3 under Key Sources of Estimation Uncertainty).

for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(j) Rental income (continued)

The Thai Airways variable lease payments have been recognised as rental income as received. The Thai Airways fixed lease payments, including the lease payments from the 72 months extension period are recognised on a straightline basis over the term of the restructured and extended lease agreements. This has resulted in the accumulation of accrued income over the variable lease payment period as income has been recognised but not yet received. From the commencement of the fixed lease payment period on 1 January 2023 onwards, the accrued income balance will be released over the remaining life of the Thai Airways lease agreements.

In accordance with the lease agreements for two of the aircraft leased to Emirates, a one-off end of lease payment is receivable. The income from these one-off end of life lease payments is accrued on a straight-line basis over the life of the leases and is included in non-current receivables as it is due to be received in 2028.

Advanced lease payments were received at the start of some of the lease agreements. Advanced lease payments are recognised as deferred income initially and released through the Statement of Comprehensive Income on a straight-line basis over the relevant lease term.

Further details are provided in note 3 for Critical Accounting Judgements relating to the operating leases, notes 4 and 5 for income from operating leases, note 14 for accrued and deferred income from operating leases, and note 15 for trade receivables relating to one-off end of life lease payments from operating leases.

(k) Maintenance provision liabilities

In many aircraft operating lease contracts, the lessee has the obligation to make periodic payments which are calculated with reference to utilisation of airframes, engines and other major life-limited components during the lease. In most lease contracts, upon presentation by the lessee of the invoices evidencing the completion of qualifying work on the aircraft, the Group reimburses the lessee for the work, up to a maximum of the advances received with respect to such work.

The Group records such amounts as maintenance provisions until such time as any retention is virtually certain. Maintenance provisions not expected to be utilised within one year are classified as non-current liabilities and maintenance provisions expected to be utilised within one year are classified as current liabilities.

The Group generally reimburses the lessee or subsequent lessee out of payments received by the Group when the Group is satisfied that the qualifying major maintenance event has been performed. Upon expiry of a lease, any shortfall or surplus that is identified in the maintenance provision liability for an aircraft as compared to the expected future reimbursement obligations to the lessee will be charged or released to the profit or loss. Upon the sale of an aircraft, the maintenance reserve liability for that aircraft which is not transferred to the buyer will be released to the profit or loss. Upon redelivery of the A380 aircraft leased to Emirates at the end of the lease, if the aircraft condition is better or worse than the economic basis upon which the return condition is set out, monetary compensation may be payable or receivable. Where the aircraft has been brought into the set out return conditions, this will not be due. These amounts from Emirates would be incremental and separate from the fixed monetary compensation amounts due should the lessor choose to return aircraft in anything other than full-life economic conditions. Further details are given in note 18.

(l) Property, plant and equipment — Aircraft

In line with IAS 16 Property Plant and Equipment, each Asset is initially recorded at cost, being the fair value of the consideration paid. The cost of the Asset is made up of the purchase price of the Assets 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 costs to the Group. Accumulated depreciation and any recognised impairment losses are deducted from the cost to calculate the carrying amount of the Asset.

Notes to the Consolidated Financial Statements (continued) for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(l) Property, plant and equipment — Aircraft (continued)

(a) Depreciation

The Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the asset is expected to have a significant portion of its useful economic life remaining at the end of the lease. 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.

Depreciation is recognised so as to write off the cost of each Asset, less the estimated residual value, over the lease term of the Asset of twelve years for the aircraft leased to Emirates and eighteen years for the aircraft leased to Thai Airways, using the straight line method. Residual values have been arrived at by taking the average amount as per the independent external valuers and after taking into account disposition fees. The Directors consider that the use of forecast base values, excluding inflation, is a reasonable approximation for residual value as required by IAS 16 Property, Plant and Equipment.

The depreciation method reflects the pattern of benefit consumption. The residual value is reviewed annually in March and is an estimate of the amount the entity would receive today, if the Asset were already of the age and condition it will be in at the end of the lease.

Depreciation starts when the Asset is available for use.

(b) Impairment

At each financial year end date, the Group reviews the carrying amounts of its Assets to determine whether there is any indication that those Assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the Asset is estimated to determine the extent of the impairment loss (if any). Further details are given in note 3.

Recoverable amount is the higher of fair value less, costs to sell and the value-in-use. In assessing value-in-use, the estimated future cash flows of the Assets 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 Asset, for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an Asset is estimated to be less than its carrying amount, the carrying amount of the Asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income. Where an impairment loss subsequently reverses, the carrying amount of the Asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the Asset in prior years. A reversal of an impairment loss is recognised immediately in Consolidated Statement of Comprehensive Income.

(m) Financial assets and financial liabilities

(a) Classification

The Group classified its financial assets and financial liabilities in the following measurement categories:

  • those to be measured subsequently at fair value (either through other comprehensive income ("OCI"), or through the Consolidated Statement of Comprehensive Income); and
  • those to be measured at amortised cost.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded in the Consolidated Statement of Comprehensive Income.

for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(m) Financial assets and financial liabilities (continued)

(a) Classification (continued)

The interest rate swaps and interest rate caps in the Group are measured at Fair Value through Profit or Loss ("FVTPL") as they are managed on a fair value basis in accordance with a documented investment strategy and accordingly they will be mandatorily measured at FVTPL under IFRS 9. The Group does not classify any derivatives as hedges in a hedging relationship.

(b) Recognition/derecognition

A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities are derecognised if the Group's obligations, specified in the contract, expire, or are discharged, or cancelled.

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 Asset, or if the Group does not retain control of the Asset and transfers substantially all the risk and rewards of ownership of the Asset.

(c) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in the Consolidated Statement of Comprehensive Income.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial assets

Subsequent measurement of financial assets depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. The Group classifies its financial assets into the following measurement categories:

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the Consolidated Statement of Comprehensive Income and presented in other gains/(losses), together with foreign exchange gains and losses. Provision for impairment losses are presented as a separate line item in the Consolidated Statement of Comprehensive Income.

Financial assets currently measured at amortised cost are cash and cash equivalents, receivables and short-term investments. These instruments meet the solely principal and interest criterion and are held in a held-to-collect business model. Accordingly, they will continue to be measured at amortised cost under IFRS 9.

Financial liabilities

Financial liabilities are measured at amortised cost or FVTPL. A financial liability is measured at FVTPL if it is held for trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses including interest expense, are recognised in the Consolidated Statement of Comprehensive Income. Other financial liabilities are measured at amortised cost under the effective interest rate method. Effective interest rates on floating rate items are periodically revised to reflect the re-estimation of cash flows as a result of movements in market rates of interest. Interest expense and foreign exchange gains and losses are recognised in the Consolidated Statement of Comprehensive Income. Any gain or loss on derecognition is also recognised in the Consolidated Statement of Comprehensive Income.

Derivative instruments

Changes in the fair value of financial assets at FVTPL are recognised in the Consolidated Statement of Comprehensive Income as applicable.

for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(m) Financial assets and financial liabilities (continued)

(d) Impairment

The Group recognises loss allowances for ECL on financial assets measured at amortised cost. The Group measures loss allowances at an amount equal to lifetime ECL. Loss allowances for trade debtors and contract assets (which includes accrued income as per note 14) are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.

When estimating any ECL arising on short term investments, the impairment methodology applied depends on whether there has been a significant increase in credit risk.

As per IFRS 9, a receivable has a low credit risk if:

  • it has a low risk of default;
  • the borrower has a strong capacity to meet its contractual cash flow obligations in the near term; and
  • adverse changes in economic and business conditions in the longer term might, but will not necessarily, reduce the ability of the borrower to fulfil its obligations.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.

For trade and other receivables and contract assets, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(n) Non-derivative financial liabilities

Financial liabilities consist of payables and borrowings. The classification of financial liabilities at initial recognition will be at amortised cost, to the extent it is not classified at FVTPL. All financial liabilities classified as FVTPL 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.

Amortised cost: Interest expenses from financial liabilities is included in finance costs using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the Consolidated Statement of Comprehensive Income and presented in other gains/(losses), together with foreign exchange gains and losses.

Financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with the interest expense recognised on an effective interest rate basis.

The effective interest rate 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, to the net carrying amount on initial recognition.

Effective interest rates on floating rate items are periodically revised to reflect the re-estimation of cash flows as a result of movements in market rates of interest.

Associated costs are subsequently amortised on an effective interest rate basis over the life of the loan and are shown net on the face of the Consolidated Statement of Financial Position over the life of the loan.

for the year ended 31 March 2025

2. ACCOUNTING POLICIES (continued)

(n) Non-derivative financial liabilities (continued)

In accordance with IFRS 9, when a debt instrument is restructured or refinanced and the terms have been substantially modified, the transaction is accounted for as an extinguishment of the old debt instrument, and the recognition of a new instrument at fair value. The difference between the fair value of the debt and the old debt at amortised cost is recognised as a gain or loss in the Consolidated Statement of Comprehensive Income. Costs or fees incurred as part of the modification are recognised as part of the gain or loss on extinguishment.

If the exchange or modification is not accounted for as an extinguishment (i.e. because the modification is nonsubstantial), then the amortised cost of the liability is recalculated by discounting the revised estimated future cash flows at the instrument's original effective interest rate. The adjustment to the new amortised costs is recognised as a catch up gain or loss in the Consolidated Statement of Comprehensive Income. Costs or fees incurred as part of the modification are added to the liability and amortised over the term of the modified liability.

The Group derecognises financial liabilities when, and only when, the Group has transferred substantially all risks and rewards of its obligations.

(o) Net Asset Value

In circumstances where the Directors are of the opinion that the NAV or NAV per Share, as calculated under prevailing accounting standards, is not appropriate or could give rise to a misleading calculation, the Directors, in consultation with the Administrator may determine, at their discretion, an alternative method for calculating a more useful value of the Group and shares in the capital of the Company, which they consider more accurately reflects the value of the Group.

3. SIGNIFICANT JUDGEMENTS AND ESTIMATES

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.

Critical judgements in applying the Group's accounting policies

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 financial information.

CRITICAL ACCOUNTING JUDGEMENTS

Depreciation

The depreciation method reflects the pattern of benefit consumption. The residual value is reviewed annually in March and is an estimate of the amount the entity would receive today if the Asset were already of the age and condition they will be in at the end of the lease. As detailed in note 8 there was a change in the estimated residual value for all aircraft, which resulted in a net decrease (2024: decrease) in the annual depreciation charge for the year.

Depreciation starts when the Asset is available for use.

Operating lease commitments — Group as lessor

The Group had entered into operating leases on twelve Assets as at the year-end (2024: twelve) (see note 5). The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these Assets and accounts for the contracts as operating leases. Additionally, the ownership of the Assets is not automatically transferred to the lessee after termination of the lease, and should the lessee purchase the asset, a fair market price will be determined. Finally, the Assets are not specialised in nature resulting in not only the lessor being able to use the Assets.

for the year ended 31 March 2025

3. SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)

KEY SOURCES OF ESTIMATION UNCERTAINTY

Residual value of Aircraft used in depreciation calculation

As described in note 2(l)a, the Group depreciates the Assets on a straight line basis over the term of the lease, after taking into consideration the estimated residual value. IAS 16 Property, Plant and Equipment 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 such disposal, if it were of the age and condition expected at the end of the lease.

After consulting with the Asset Manager, the Directors have concluded that the forecast maintenance adjusted base values excluding inflationary effects (determined annually from three independent expert aircraft valuers) is a reasonable approximation of the residual value. In the case of the A380 aircraft, unless the lessee has made an election, selecting a specific return condition and associated monetary compensation, the valuations have been maintenance adjusted to the Minimum Return Conditions ("MRC") in the lease contract plus corresponding end of lease monetary compensation payable by the lessee.

In estimating residual value at the 31 March 2025 audited annual year end (and 31 March 2024 year-end) for the A350 and Boeing 777-300ER aircraft, the valuations have been maintenance adjusted to the return conditions contracted under the respective lease agreements. The Directors have made reference to values using forecasted base values (excluding inflationary effects) for the aircraft obtained from three independent expert aircraft appraisers. Base value is the appraiser's opinion of the underlying economic value of an aircraft, in an open, unrestricted, stable market environment with a reasonable balance of supply and demand. Full consideration is assumed of its "highest and best use" given the fact that the aircraft are held for use in a leasing business. Maintenance adjusted value refers to the adjustment made to the base value of the Assets, to reflect the actual contracted maintenance condition at the end of the lease. It accounts for the impact of maintenance actions on the overall value of the Assets.

An asset's base value is determined using the historical trend of values and in the projection of value trends and presumes an arm's-length, cash transaction between willing, able, and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing. In the appraisers' valuations, the base value of an aircraft excludes reconfiguration costs and assumes the physical condition is average for an asset of its type and age and that all maintenance requirements and schedules have been met.

The Group conducted a review on the aircraft held at 31 March 2025, which resulted in an increase in the residual values of the aircraft at the end of the lease. The adjustment, due to an increase in estimated residual values led to a decrease in depreciation charged in the year of £806,957 (31 March 2024: decrease of £2,511,269) and will have the same impact on the estimated depreciation in future years, as in the current year, if there are no further revisions in residual values. The effect of these changes on depreciation are included in the reconciliation of accumulated depreciation and amortisation table in note 8, where the depreciation before and after the residual value adjustment is noted.

The estimation of residual value remains subject to uncertainty. If a reasonable possible change in residual value in USD terms, had for instance increased by 10% (2024: 20%), the depreciation charge would decrease which would result in increase in net profit/(loss) before exchange gains for the period and increase in closing Shareholders' equity by approximately £10.38 million (31 March 2024: Increased by £16.54 million). If the residual value had decreased by 10% (2024: 20%), the depreciation and impairment charge would increase, which would result in decrease in net profit/(loss) before exchange gains for the period and decrease in closing Shareholders' equity by approximately £11.46 million (31 March 2024: Decreased by £34.90 million). The Directors consider this to be a plausible change, taking into account historical movements in previous years.

Impairment

Factors that are considered important which could trigger an impairment review include, but are not limited to, a significant decline in the market value beyond that which would be expected from the passage of time or normal use, significant changes in the technology and regulatory environments and evidence from internal reporting which indicates that the economic performance of the asset is, or will be, worse than expected. The Directors considered the issue at length and are of the opinion that an impairment review be undertaken.

for the year ended 31 March 2025

3. SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)

KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)

Impairment (continued)

As described in note 2(l), 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 value-in-use. The Directors review the carrying amounts of the Assets at each audited reporting date and monitor the Assets for any indications of impairment as required by IAS 16 Property, Plant and Equipment and IAS 36 Impairment of Assets.

In assessing value-in-use, the estimated future cash flows expected to be generated by the asset (i.e. the income streams associated with the lease and the expected future maintenance adjusted base value of the aircraft 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 asset and the credit risk profile of the lessees.

In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. Such a valuation reflects the highest and best use, given the fact that the aircraft are held for use in a leasing business.

The Board together with the Asset Manager decided that it was desirable to conduct an impairment test in the current year, as the below items, which originally triggered an impairment test under IFRS, still apply to the current portfolio of aircraft:

  • changing technologies, market innovation and changes to key production programs, as well as the timing of new aircraft model launches;
  • information regarding Airbus cancellation of the A380 programme and further updates on the market for A380 aircraft, creating uncertainty as to the liquidity of the future market for sale or re-lease; and
  • the Group's market capitalisation as at 31 March 2025 is lower than the Group's Net Assets in the Statement of Financial Position at the same date.

The assessment was performed by comparing the net book value of each aircraft to the higher of its fair value, less costs to sell and its value-in-use. For all of the A380 and 777-300ER aircraft the value-in-use was used as the recoverable amounts. Rental cash flows to the end of the contracts have been used in the calculation of value-in-use, as the cash flows are contractual. Any assumptions with regards to issues of counterparty credit risk have been reflected in the discount rate used to calculate the net present value of the future cash flows. In the current year for the A350 aircrafts, fair value less cost to sell was above the value-in-use and was therefore used as the recoverable amount. The current market value is determined by three independent professional appraisers. The appraisers' valuations are based on several assumptions regarding the technical and economic developments of the aircraft type, as well as future developments in the aviation industry as a whole.

The Directors, on the advice of the Asset Manager, considered the following factors in the determination of the most appropriate discounting rate to derive the value in use, ranging from 7.25% to 8.25 % (2024: 7.25% to 8.25%)

  1. the discount rate should be a rate commensurate with that a normal market participant would consider to be the risk inherent in the Assets;

  2. the risk profile of the A380 aircraft compared to the B777 and A350 aircraft; and

  3. the consideration of the credit risk profile for Emirates and Thai Airways.

The Group applies IFRS 13 in respect of disclosures about the degree of reliability of fair value measurements. This requires the Group to classify for disclosure purposes fair value measurements using a fair value hierarchy, that reflects the significance of the inputs used in making the measurements.

for the year ended 31 March 2025

3. SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)

KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)

Impairment (continued)

The fair value hierarchy has the following levels:

  • Level 1 inputs are quoted prices (unadjusted) in active markets, for identical assets or liabilities, that the entity can access at the measurement date;
  • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
  • Level 3 inputs are unobservable inputs for the asset or liability.

The Group classifies its fair value measurements as Level 3. Factors that substantiate classification at level 3 include a lack of conclusive comparable current market data for the Assets.

The future sales value of the aircraft have been estimated with reference to the average of future maintenance adjusted base value assuming Half Life return plus associated end of lease compensation, for the A380s, where the lessee has elected for this return, and Minimum Return Conditions ("MRC") plus associated end of lease compensation amount for the remaining A380 aircraft, where the lessee has not yet elected a specific return. Future maintenance adjusted base values have been used for the B777 and A350 aircraft, from three independent appraisers.

Based on the impairment review performed, no impairment loss was recognised in the current year (31 March 2024: £nil). The carrying value of the aircraft in total is £872,488,519 at year end (31 March 2024: £1,013,468,395), as reflected in note 8.

Adding 0.5% to the original discount rate used for the value in use test, for all classes of aircraft, would result in a £nil (2024: £nil million) impairment charge on the aircraft, driven by the differential between Net Book Value ("NBV") and the value-in-use.

Subtracting 0.5% from the original discount rates used for the value-in-use test, for all classes of aircraft, would result in a £nil (2024: £nil) impairment charge on the aircraft, driven by the differential between NBV and the value-in-use.

The Directors have also considered the fact that market capitalisation at year end of £159,937,942 (2024: £125,358,486) is below Net Asset value of £293,663,096 (2024: £338,837,559) and have concluded that no further aircraft impairment charge is necessary due to the fact that the impairment assessment was performed using the inputs from competent aircraft appraisers. In addition, market capitalisation also reflects the psychology of market participants which is not relevant for aircraft impairment assessment at year end.

Rental income for the extended lease period of the A350-900 aircraft

In 2021, the lease agreements were extended by 72 months. During the extended lease term commencing between July 2029 and January 2030, an amount to be agreed in writing, between the Lessee and the Lessor, will be paid. Accrued income was calculated using a lease rate for the extended period determined by taking the average base lease rate from three appraisers. Discussions relating to the calculation of the rent payable during the extended lease term shall commence at least 90 days prior to the start of the extended lease term.

Expected credit losses with respect to trade receivables and the accrued income relating to the aircraft leased to Thai Airways

As at 31 March 2025, the Group re-assessed the credit risk of the trade receivables and accrued income relating to the aircraft leased to Thai Airways and therefore re-assessed the expected lifetime losses on the accrued income at year end (see note 14). For the estimation of the expected ECL at year end, the Group considered both quantitative (credit rating information) and qualitative (news flow and direct experience) information and analysis, based on the Group's historical experience and an informed credit assessment and including forward-looking information.

for the year ended 31 March 2025

3. SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)

KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)

Expected credit losses with respect to trade receivables and the accrued income relating to the aircraft leased to Thai Airways (continued)

Following Thai Airways' entry into rehabilitation in May 2020, TRIS Rating (Thai Rating and Information Services), downgraded the company rating for Thai Airways and its rating for senior unsecured debentures to "D" or "Default", indicating an approximately 14% chance of default. TRIS has not provided an updated rating since May 2020. Prior to the COVID pandemic, Thai Airways' TRIS rating was BBB, indicating little or no default. Thai Airways exited bankruptcy protection on 16 June 2025, much earlier than originally anticipated. However, the Directors do not believe that Thai Airways' credit has as yet returned to pre-COVID levels, although payments under the restructured leases have been received on time and when due. Accordingly, they have determined that an amount of £1,396,630 (31 March 2024: £1,506,727), 7% (31 March 2024: 7%) of the amount receivable, best represents the ECL on the balance of the accrued income relating to the aircraft leased to Thai Airways amounting to £19,951,863 (31 March 2024: £21,524,669).

The remaining trade receivables as at 31 March 2025 were considered fully recoverable, with any impairment losses on such assets not considered significant.

4. RENTAL INCOME

1 Apr 2024 to 1 Apr 2023 to
31 Mar 2025 31 Mar 2024
GBP GBP
US Dollar based rent income 141,942,985 144,832,469
Revenue earned but not yet received 5,598,596 2,480,256
Revenue received but not yet earned (4,125,398) (3,796,987)
143,416,183 143,515,738
Amortisation of advanced rental income (US Dollar) 4,368,516 4,446,759
147,784,699 147,962,497
British Pound based rent income 34,688,668 34,655,812
Revenue earned but not yet received 110,739 110,739
Revenue received but not yet earned (173,694) (78,883)
34,625,713 34,687,668
Total rental income 182,410,412 182,650,165

Rental income is derived from the leasing of the Assets. US Dollar based rent represents rent received in USD and British Pound based rent represents rent received in GBP. Rental income received in USD is earned by the subsidiaries and is consolidated by translating it into the presentation currency (GBP) at the average exchange rates at each respective quarter end. The average USD/GBP exchange rate was 1.2762 at 31 March 2025 (1.2571 at 31 March 2024).

An adjustment has been made to spread the actual total income receivable over the term of the leases. In addition, advance rentals received have also been spread over the full term of the leases.

Notes to the Consolidated Financial Statements (continued) for the year ended 31 March 2025

5. OPERATING LEASES

The amounts of lease receipts at the reporting date under non-cancellable operating leases are detailed below:

31 March 2025 31 March 2024
British Pound British Pound
US Dollar based based rent US Dollar based based rent
rent income income rent income income
GBP GBP GBP GBP
Year 1 140,570,624 34,668,972 144,025,274 34,668,972
Year 2 130,052,086 29,837,026 143,856,853 34,668,972
Year 3 100,836,399 18,572,577 133,092,415 29,837,026
Year 4 67,488,766 1,119,225 103,193,730 18,572,577
Year 5 28,763,363 69,066,503 1,119,225
Year 6 onwards 152,735,994 175,249,338
620,447,232 84,197,800 768,484,113 118,866,772

The twelve (2024: twelve) Assets all have an initial lease term of twelve years with lease end dates ranging from September 2026 to January 2036.

6. OPERATING EXPENSES

1 April 2024 to 1 April 2023 to
31 Mar 2025 31 Mar 2024
GBP GBP
Corporate and Shareholder adviser fee 100,000 80,000
Asset management fee 3,225,452 3,170,332
Administration fees 373,232 355,732
Bank charges 19,569 11,934
Registrar's fee 30,974 15,834
Audit fee 175,592 158,635
Directors' remuneration 393,892 384,400
Directors' and Officers' insurance 150,527 183,942
Legal and professional expenses 542,793 253,714
Annual regulatory fees 17,713 26,746
Sundry costs 249,316 129,700
Cash management fee 39,229 33,862
5,318,289 4,804,831

7. DIRECTORS' REMUNERATION

The independent directors' fees are £69,600 (31 March 2024: £69,600) per annum with the Chairman receiving an additional fee of £26,400 (31 March 2024: £17,100) per annum and the Chair of the Audit Committee an additional £8,600 (31 March 2024 £8,600) per annum.

Non-independent director's fees are £69,600 (31 March 2024: £10,700) per annum. The increase was effective 1 May 2025.

One Director was paid an additional £10,000 as compensation for time spent working on Company matters over and above that expected of a non-executive Director in the normal course.

for the year ended 31 March 2025

8. PROPERTY, PLANT AND EQUIPMENT — AIRCRAFT

Aircraft Aircraft
31 Mar 2025 31 Mar 2024
GBP GBP
COST
Aircraft purchases — opening balance 1,927,735,270 1,927,735,270
Acquisition costs — opening balance 8,364,798 8,364,798
Translation adjustment on foreign operations-opening balance 213,945,663 263,806,090
Cost at beginning of year 2,150,045,731 2,199,906,158
Disposals
Translation adjustment on foreign operations-current year (49,115,084) (49,860,427)
Cost as at year end 2,100,930,647 2,150,045,731
31 Mar 2025 31 Mar 2024
GBP GBP
ACCUMULATED DEPRECIATION, IMPAIRMENT AND AMORTISATION
Opening balance 1,109,499,806 987,261,695
Translation adjustment on foreign operations-opening balance 27,077,530 51,135,177
Accumulated depreciation and impairment at beginning of year 1,136,577,336 1,038,396,872
Depreciation for the current year based on previous year residual values 119,320,422 123,975,685
Amortisation of acquisition costs on aircraft 756,519 756,519
Adjustment due to change of residual value (806,957) (2,511,269)
Net depreciation charge on all aircraft for the year 119,269,984 122,220,935
Translation adjustment on foreign operations (27,430,499) (24,057,646)
Accumulated depreciation as at year end 1,228,416,821 1,136,560,161
Adjustment due to impairment
Translation adjustment on foreign operations* 25,307 17,175
Accumulated depreciation and impairment as at year end 1,228,442,128 1,136,577,336
Carrying amount — opening balance 1,013,468,395 1,161,509,286
Carrying amount as at year end 872,488,519 1,013,468,395

*Translation adjustment on foreign operations

In 2019 the decision was made by the Board to re-designate the functional currency of the subsidiaries to USD and to classify them as foreign operations. Therefore, the carrying values of the aircraft in the subsidiaries in USD have been re-translated at the closing Sterling / US Dollar exchange rate at 31 March 2025 (and 31 March 2024) for consolidation purposes through "Translation adjustment on foreign operations".

Financing of aircraft

In order to complete purchases of the aircraft, subsidiaries of the Company have entered into debt financing agreements with a senior amortising loan, some with a balloon capital payment on maturity, and a junior bullet loan (see note 20). The Company used the equity proceeds in addition to the finance agreements to finance the acquisition of the aircraft.

The Group's aircraft with carrying values of £872,488,519 (31 March 2024: £1,013,468,395) are pledged as security for the Group's borrowings (see note 20).

Sale of aircraft

The Group can sell the Assets during the term of the leases (with the lease attached and in accordance with the terms of the transfer provisions contained therein). Under IAS 16 the direct costs attributed in negotiating and arranging the operating leases have been added to the carrying amount of the leased Asset and recognised as an expense over the lease term.

For the change in estimated residual value of aircraft and impairment, refer to note 3.

Notes to the Consolidated Financial Statements (continued) for the year ended 31 March 2025

9. FINANCE INCOME

1 April 2024 to 1 April 2023 to
31 Mar 2025 31 Mar 2024
GBP GBP
Bank interest received 6,264,671 6,114,897
Unwinding of receivables for time value of money 283,414 224,026
Realised gain on derivatives 776,982 897,326
7,325,067 7,236,249

10. FINANCE COSTS

1 April 2024 to
31 Mar 2025
GBP
1 April 2023 to
31 Mar 2024
GBP
Amortisation of debt arrangements costs 1,531,753* 1,559,186*
Interest payable on loan** 35,231,963* 33,001,589*
Security trustee and agency fees 208,074 211,963
36,971,790 34,772,738

*Included in Finance costs is interest on the amortised cost liability for the year of £36,763,716 (31 March 2024: £34,560,775).

** This amount includes £7,392,293 interest income (31 March 2024: £8,334,479 interest income) from the interest rate swaps detailed in note 22.

Per IFRS 9, the effective interest rates on variable rate loans, which were modified in July 2021, were revised during the period to reflect the re-estimation of cash flows as a result of movements in market rates of interest. Interest has increased by £6,250,496 during the period to reflect the change. Prospectively, the effective interest rates reflect these re-estimated cash flows.

11. FAIR VALUE LOSS ON DERIVATIVES

1 April 2024 to 1 April 2023 to
31 Mar 2025 31 Mar 2024
GBP GBP
Fair value loss on derivatives at fair value through profit and loss 15,026,713 2,256,461
15,026,713 2,256,461

The causes of the change in the fair values of the interest rate swaps and interest caps for the period are valued primarily by the movements in interest rates, the movement in the GBP/USD exchange rate, as these derivatives are valued in USD, as well as due to the passage of time as the notional amounts amortise in line with the underlying liabilities. The Group seeks to match its interest rate exposure, as the prevailing principal of any borrowing amortises, by closing out interest rate swaps and interest rate caps on an ongoing basis whenever the notional mismatch becomes significant. See note 22 for further details of the derivatives held by the Group.

for the year ended 31 March 2025

12. DIVIDENDS IN RESPECT OF SHARES

1 Apr 2024 to 31 Mar 2025 1 Apr 2023 to 31 Mar 2024
Pence per Pence per
GBP Share GBP Share
First dividend 6,077,987 2.000 5,318,239 1.750
Second dividend 6,077,987 2.000 5,318,239 1.750
Third dividend 6,077,987 2.000 5,318,239 1.750
Fourth dividend 6,077,987 2.000 6,077,987 2.000
24,311,948 8.000 22,032,704 7.250

Refer to note 29 for dividends declared and paid after year end.

13. EARNINGS PER SHARE

Earnings per Share ("EPS") is 4.62 pence (2024: 8.60 pence) based on the profit for the year of £13,703,353 (2024: profit of £26,149,001) and 296,762,794 shares (2024: 303,899,361 shares) being the weighted average number of Shares in issue during the year.

There are no dilutive instruments and therefore the basic and diluted Profit /Loss per Share are identical.

14. ACCRUED AND DEFERRED INCOME

The accrued and deferred 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. Refer to note 2(j) for more detail. The Directors considered the recoverability and concluded that an ECL should be recognised on the accrued income for the aircraft leased to Thai Airways. The accrued and deferred income consists of the following:

GBP
Non-current
GBP
Accrued income
31,720,636
32,780,492
Expected credit loss*
(1,396,630)
(1,506,727)
30,324,006 31,273,765
Deferred income
(7,900,930)
(12,509,514)
Current
Accrued income
2,840,900
3,664,154
Deferred income
(5,393,463)
(5,466,248)

*As at 31 March 2025 the Group assessed the credit risk of the accrued income relating to the aircraft leased to Thai Airways and therefore reassessed the expected lifetime losses on the accrued income at year end. Details of this reassessment are given in note 3. As explained in that note, the Directors have determined that an amount of £1,396,630 (31 March 2024: £1,506,727), 7% of the amount receivable, best represents the ECL on the balance of the accrued income relating to the aircraft leased to Thai Airways amounting to £19,951,863 (31 March 2024: £21,524,669). The remaining accrued income is considered fully receivable, with any identified impairment losses on such assets not considered significant.

Notes to the Consolidated Financial Statements (continued) for the year ended 31 March 2025

15. TRADE AND OTHER RECEIVABLES

31 Mar 2025 31 Mar 2024
GBP GBP
Non-current
Trade receivables — end of lease payment 16,734,802 15,145,981
Trade receivables* 2,256,126 3,347,985
18,990,928 18,493,966
Current
Prepayments 138,183 132,639
VAT receivable 557
Sundry debtor 240
Trade receivables* 1,252,170 1,281,443
1,390,353 1,414,879

The above carrying value of receivables is deemed to be materially equivalent to fair value.

Per the lease agreements for two of the aircraft leased to Emirates, a one-off end of lease payment is receivable. This is accrued for over the life of the lease and included in in non-current trade receivables as it is due to be received in 2028.

* This amount is lease rental by Thai Airways not previously written off, discounted for the time value of money at year end in accordance with the Thai Airways rehabilitation plan. The Thai Airways Rehabilitation plan was approved in June 2021, detailing the capital restructuring of Thai Airways. The plan included rental that will be repaid to the lessor by Thai Airways between 2024 and 2027. These are included in the current and non-current trade receivables at £3,508,296 (31 March 2024: £4,629,428).

The remaining trade receivables at 31 March 2025 are considered fully receivable, with any identified impairment losses on such assets not considered significant. Information about the Group's exposure to credit risk and impairment loss for trade receivables is included in note 23.

16. SHORT TERM INVESTMENTS

Fixed Rate Maturity 31 Mar 2025 31 Mar 2024
Bank % date GBP GBP
Canadian Imperial Bank of Commerce 5.35 10 Jul 2024 2,403,784
Credit Agricole CIB 5.27 01 Aug 2024 598,768
Lloyds Bank PLC 5.98 03 Aug 2024 206,150
Canadian Imperial Bank of Commerce 5.85 23 Aug 2024 2,052,972
Lloyds Bank PLC 5.80 06 Nov 2024 3,977,702
Canadian Imperial Bank of Commerce 5.30 10 Jul 2025 1,168,211
Nordea Bank AB 5.09 25 Jul 2025 1,083,468
Nordea Bank AB 4.32 31 Jul 2025 1,675,260
Credit Agricole CIB 4.43 04 Aug 2025 584,486
Toronto Dominion Bank 4.32 12 Sep 2025 2,327,183
UBS AG 4.45 22 Sep 2025 4,429,041
Skandinaviska Enskilda Banken 4.39 22 Sep 2025 3,527,460
Commonwealth Bank Australia 4.46 31 Oct 2025 1,261,865
16,056,974 10,950,127

The above investments represent certificates of deposits maturing within 12 months and are held by HSBC Securities Services in London under a custody agreement between Ravenscroft Cash Management and HSBC Bank plc for Global Custody Services. Impairment losses on these investments are not considered significant as they are held with reputable international banking institutions. Also refer to note 23.

Refer to note 9 for the income arising from these instruments.

for the year ended 31 March 2025

17. CASH AND CASH EQUIVALENTS

31 March 2025 31 March 2024
GBP GBP
Bank balances 31,633,569 45,010,539
Notice accounts — Maintenance provisions* 82,710,455 75,349,503
Notice accounts — Other 10,475,671
114,344,024 130,835,713

* These notice accounts are secured cash deposits in respect of the maintenance provisions.

Below is a breakdown of the amounts included in cash and cash equivalents as well as short term investments as at 31 March and the anticipated utilisation of these amounts.

31 March 2025
GBP
31 March 2024
GBP
Maintenance provisions (Note 18) 82,710,455 75,349,503
Reserved for debt service obligations 6,306,453 8,698,704
Junior loan bullet balloon reserves 31,879,681 31,020,665
Dividend payment after year end 5,209,705 6,077,987
Operational cash 4,294,704 20,638,981
130,400,998 141,785,840

18. MAINTENANCE PROVISIONS

31 March 2025
GBP
31 March 2024
GBP
Balance at 1 April 75,349,503 70,239,703
Billings 9,183,529 6,731,902
Translation adjustment on foreign operations (1,822,577) (1,622,102)
Balance at 31 March 82,710,455 75,349,503

The maintenance provision are held in relation to funds received as at the year-end for the timely and faithful performance of the lessees' obligations under the lease agreements for the four A350-900 aircraft. Amounts accumulated in the maintenance provisions will be repaid only as re-imbursements for actual maintenance expenses incurred by the lessee. Refer to note 2(k) for accounting policies adopted on the maintenance provisions. The maintenance provision balance in 2024 was not utilised as the airline did not claim any re-imbursements, although this may come at a later stage as per projections below.

The table below details the expected utilisation of maintenance reserves.

1-3
Months
GBP
3-12 2-5 Over 5
Months
GBP
Years
GBP
Years
GBP
Total
GBP
31 March 2025 40,211,980 25,818,880 9,004,638 7,674,957 82,710,455
31 March 2024 48,244,125 15,423,701 11,681,677 75,349,503

Notes to the Consolidated Financial Statements (continued) for the year ended 31 March 2025

19. PAYABLES

31 Mar 2025 31 Mar 2024
GBP GBP
Accrued administration fees 30,700 43,946
Accrued audit fee 149,524 134,786
Taxation payable 7,375 6,933
Accrued registrar fee 715 656
Other accrued expenses 4,896 14,620
Accrued legal fees 50,000
243,210 200,941

The above carrying value of payables is equivalent to the fair value due to their short term maturity period and nature as repayable on demand.

20. BORROWINGS

31 Mar 2025 31 Mar 2024
Borrowings GBP GBP
Bank loans 698,085,879 826,181,831
Unamortised arrangement fees (4,606,096) (6,262,190)
693,479,783 819,919,641
Consisting of:
Senior loans (\$623,865,991 at 31 March 2025, \$763,019,996 at 31 March 2024) 482,935,696 604,463,243
Junior loans (\$271,985,062 at 31 March 2025, \$271,972,766 at 31 March 2024) 210,544,087 215,456,398
693,479,783 819,919,641
Borrowings
Non-current portion 585,555,947 708,707,791
Current portion (senior loans only) 107,923,836 111,211,850
693,479,783 819,919,641

Loans with an outstanding balance of £528,221,003 (31 March 2024: £636,277,548) have fixed interest rates over the term of the loans. Of this total, loans with an outstanding balance of £238,674,627 (31 March 2024: £279,571,582), although having variable rate interest, also have associated interest rate derivative contracts issued by the lenders in effect fixing the loan interest over the terms of the loans. Loans with an outstanding amount of £165,258,781 (31 March 2024: £183,642,092) at year end are variable rate (SOFR) with an interest rate cap and each senior loan has a balloon capital payment on maturity. The effective interest rates on variable rate loans were revised during the period to reflect the re-estimation of cash flows as a result of movements in market rates of interest. Refer to note 10.

All loans are taken in USD. The Group uses a combination of fixed and variable debt instruments. Maturity dates are set at 12 years from delivery date or otherwise to match the corresponding lease end date. The weighted average rate for the Company's Senior loans is 3.8% and 5.2% for the Company's Junior Loans (31 March 2024: 3.8% and 5.2%).

The original aggregate face value of the Company's loans was £1,543,558,700 (31 March 2024: £1,579,643,669) and the current aggregate carrying value is £693,479,783 (31 March 2024: £819,919,641). The Board estimates the fair value of these loans was approximately £672,125,326 (31 March 2024: £779,969,687) at year end. This fair value reflects the carrying value of the loans with variable interest rates and a discounted value for the fixed rate loans assuming they were refinanced at their original margin in excess of the year end risk free rate. The loans are considered to be Level 2 in the Fair Value Hierarchy.

The transaction costs of arranging the loans have been deducted from the carrying amount of the loans and will be amortised using EIR (Effective Interest Rate) over their respective lives.

for the year ended 31 March 2025

21. SHARE CAPITAL

The share capital of the Company is represented by an unlimited number of redeemable ordinary shares of no par value.

31 March 2025 31 March 2024
Ordinary Ordinary
Issued Shares Shares
Opening balance 303,899,361 303,899,361
Shares issued
Shares redeemed (43,414,114)
Total number of shares as at year end 260,485,247 303,899,361
31 March 2025 31 March 2024
Ordinary Ordinary
Shares Shares
Issued GBP GBP
Ordinary Shares
Opening balance 492,981,504 492,981,504
Shares issued
Shares redeemed (27,798,057)
Total share capital 465,183,447 492,981,504

As announced on 23 January 2025, the Board resolved to redeem one ordinary share for every seven existing ordinary shares of Shareholders on the register of members as at close of business on 30 January 2025 (the "Redemption Record Date"). Accordingly, 43,414,114 ordinary shares were redeemed in exchange for proceeds totalling £27,798,057 and have been cancelled.

The redemption proceeds due on the redemptions of these ordinary shares were paid on 13 February 2025.

The Company's total issued Share capital at 31 March 2025 was 260,485,247 Shares (2024: 303,899,361 Shares), none of which were held in treasury.

Therefore the total number of voting rights in issue at 31 March 2025 was 260,485,247 (2024: 303,899,361).

Members holding Shares are entitled to receive and participate in the following: 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.

On winding up of the Company, Shareholders are entitled to the surplus assets attributable to the Share class remaining after payment of all the creditors of the Company.

for the year ended 31 March 2025

22. FINANCIAL INSTRUMENTS

The Group's main financial instruments comprise:

  • (a) cash and cash equivalents that arise directly from the Group's operations;
  • (b) short term investments;
  • (c) accrued income;
  • (d) trade receivables;
  • (e) interest rate swaps and interest rate caps;
  • (f) debt secured on non-current assets; and
  • (g) payables.

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 114,344,024 130,835,713
Short term investments 16,056,974 10,950,127
Derivatives at fair value through profit and loss 26,954,515 42,155,539
Accrued income* 33,164,906 34,937,919
Trade receivables** 20,243,098 19,776,206
210,763,517 238,655,504

* This amount is net of provision for impairment.

** This amount includes rent due but not yet received and is included within Receivables on the Statement of Financial Position.

31 Mar 2025 31 Mar 2024
Financial Liabilities GBP GBP
Payables 243,210 200,941
Debt payable (excluding unamortised arrangement fees) 698,085,879 826,181,831
698,329,089 826,382,772

Fair value of financial instruments

The Company applies IFRS 13, 'Fair value measurement' and this standard requires the Company to price its financial assets and liabilities using the price in the bid-ask spread that is most representative of fair value for both financial assets and financial liabilities. An active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

The level of the fair value hierarchy of an instrument is determined considering the inputs that are significant to the entire measurement of such instrument and the level of the fair value hierarchy within which these inputs are categorised.

The hierarchy is broken down into three levels based on the observability of inputs as follows:

Level 1: Quoted price (unadjusted) in an active market for an identical instrument.

Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Valuation techniques using significant unobservable inputs.

The interest rate swaps and interest rate caps are considered to be Level 2 in the Fair Value Hierarchy. The fair value of interest rate swaps and interest rate caps are derived based on the valuation, as provided by the respective bank with which the swap or cap is held, which are based on mark-to-market values. The following tables show the Company's financial assets as at 31 March 2025 and 31 March 2024 based on the hierarchy set out in IFRS:

for the year ended 31 March 2025

22. FINANCIAL INSTRUMENTS (continued)

Fair value of financial instruments (continued)

Quoted Prices in
active markets Significant other Significant
for identical observable unobservable
assets inputs inputs
(Level 1) (Level 2) (Level 3) Total
2025 2025 2025 2025
31 March 2025 GBP GBP GBP GBP
Assets
Derivatives at fair value through profit and loss
Interest rate swaps 17,541,069 17,541,069
Interest rate caps 9,413,446 9,413,446
26,954,515 26,954,515
Quoted Prices in
active markets Significant other Significant
for identical observable unobservable
assets inputs inputs
(Level 1) (Level 2) (Level 3) Total
2024 2024 2024 2024
31 March 2024 GBP GBP GBP GBP
Assets
Derivatives at fair value through profit and loss
Interest rate swaps 26,221,004 26,221,004
Interest rate caps 15,934,535 15,934,535
42,155,539 42,155,539

Derivative financial instruments

The following table shows the Company's derivative position as at 31 March 2025 with a comparative table as at 31 March 2024:

31 March 2025 31 March 2024
Derivatives at fair value through profit and loss — USD Interest Rate Swaps 17,541,069 26,221,004
Notional amount (GBP) 211,001,544 248,559,029
Derivatives at fair value through profit and loss — USD Interest Rate Caps 9,413,446 15,934,535
Notional amount (GBP) 175,396,691 196,846,275

The maturity dates for the interest rate swaps range from 13 April 2028 to 26 January 2036 (31 March 2024: 13 April 2028 to 26 January 2036).

The effective date of the interest rate caps is 1 January 2023. The maturity dates range from 13 July 2029 to 22 September 2029 (31 March 2024: 3 July 2029 to 22 September 2029).

The decrease in the fair value of the interest rate swaps and caps for the year of £15,026,713 (31 March 2024: decrease of £2,256,461) is reflected in interest rate swaps and caps in note 11. The notional amount amortises in line with the underlying liability.

One of the interest rate swaps includes a Zero Floor effective 15 October 2024. The maturity date is 13 April 2028. The Zero Floor has been put in place to safeguard against making any additional payments should the interest rates fall below zero.

for the year ended 31 March 2025

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

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 reviews and agrees policies for managing each of these risks and these are summarised below:

(a) Capital management

The Group manages its capital to ensure its ability to continue as a going concern while maximising the return to Shareholders through the optimisation of debt and equity balances.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 20, equity attributable to equity holders, comprising issued capital, foreign currency translation reserve and retained deficit.

The Group's Board of Directors reviews the capital structure on a bi-annual basis. Equity includes all capital and reserves of the Company that are managed as capital.

See note 21 for details of the capital activity undertaken by the Company during the year.

(b) Foreign currency risk

The Group endeavoured to mitigate the risk of foreign currency movements by matching its USD rentals with USD debt to the extent necessary. The USD lease rentals should offset the USD payables on amortising debt on the loans, apart from the loans with an outstanding balance of £165,258,781 (31 March 2024: £183,642,092) at year end which have balloon capital payments on maturity (refer to note 20). The foreign exchange exposure in relation to the bank loans (capital and interest) is thus largely hedged (as an economic hedge), apart from the foreign exchange exposure unhedged in respect of the balloon capital portion of the loans stated above, and the principal bullet repayment of the junior loans at maturity. However, the potential future value or the potential sale proceeds of the aircraft upon maturity of these junior and senior loans, should reduce this foreign exchange risk.

Rental income received in USD is used to pay loan interest and regular capital repayments of debt (but excluding any bullet or balloon repayment of principal). The loan interest and capital repayments of debt are likewise denominated in USD. Lease rentals and loan repayments are furthermore fixed at the outset of the Company's life and are very similar in amount and timing. The repayment of bullet and balloon repayments of principal due on the final maturity of a loan are to be paid out of the proceeds of the sale, re-lease, refinancing or other disposition of the relevant aircraft. On this basis, the foreign currency risk associated with the USD-denominated loans is considered to be substantially mitigated.

The carrying amounts of the Group's foreign currency denominated monetary assets at the reporting date are as follows:

31 Mar 2025 31 Mar 2024
GBP GBP
Cash and cash equivalents (USD) — Asset 1,959,216 2,974,100
Cash and cash equivalents (GBP) — Asset 55,604 380,615

The USD/GBP exchange rate was 1.2918 at 31 March 2025 (1.2623 at 31 March 2024) and the average USD/GBP exchange rate was 1.2762 at 31 March 2025 (1.2571 at 31 March 2024). These significant changes in exchange rates have resulted in large movements in the reported amounts of USD denominated assets and liabilities of the Group which has selected GBP as its reporting currency. As noted above, many underlying assets and liabilities are denominated in the same currency, so the net impact is naturally mitigated, although gross carrying amounts have increased. However, there is some residual impact on the reported net asset value of the Group arising from translation of the results and financial position of the subsidiaries. This residual impact is reflected in the Consolidated Statement of Comprehensive Income on page 40 as "Translation adjustment on foreign operations". As a result of the weakening (2024: weakening) of USD against GBP a loss (2024: loss) has been recorded in this year, but this will of course change as exchange rates change in the future. For example, if the USD were to weaken against GBP by 15% the Translation adjustment on foreign operations, reflected within the foreign currency translation reserve, would reduce by approximately £30.1 million (2024: £34.6 million).

for the year ended 31 March 2025

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(b) Foreign currency risk (continued)

The following table details the Group's sensitivity to a 15% (31 March 2024: 15%) appreciation in GBP against the USD. 15% (31 March 2024: 15%) represents the Directors' assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 15% (31 March 2024: 15%) change in foreign currency rates. A positive number below indicates an increase in profit and other equity where GBP strengthens 15% (31 March 2024: 15%) against the USD. For a 15% weakening of the GBP against the USD, there would be a comparable, but opposite impact on the profit and other equity.

31 Mar 2025
GBP
31 Mar 2024
GBP
Consolidated Statement of Comprehensive Income 262,803 437,572
Change in value of net assets 262,803 437,572

On the eventual sale of the Assets, the Group may be subject to foreign currency risk if the sale was made in a currency other than USD. Transactions in similar assets are typically priced in USD.

(c) Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

The credit risk on cash transactions is mostly mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, or with Emirates Airlines, who have a high informal credit rating and have demonstrated their credit worthiness in the past. In the case of Thai Airways, a provision for ECL has been made and the remaining net balance is considered to be fully recoverable.

The Group's financial assets exposed to credit risk are as follows:

31 Mar 2025 31 Mar 2024
GBP
GBP
Cash and cash equivalents 114,344,024 130,835,713
Short term investments 16,056,974 10,950,127
Derivatives at fair value through profit and loss 26,954,515 42,155,539
Accrued income* 33,164,906 34,937,919
Trade receivables** 20,243,098 19,776,206
210,763,517 238,655,504

* This amount is net of provision for impairment.

**This amount represents rent due but not yet received and is included within Receivables on the Statement of Financial Position.

Surplus cash in the Group is held with Westpac, RBSI and Bank of Ireland, which have credit ratings given by Moody's of P-1, P-1 and P-1 (31 March 2024: P-1, P-1 and P-1) respectively.

Short term investments relate to deposits held with Canadian Imperial Bank of Commerce, Nordea Bank, Credit Agricole CIB, Toronto Dominion Bank, UBS AG, Skandinaviska Enskilda Banken and Commonwealth Bank Australia which all have the same credit rating given by Moody's of P-1 (31 March 2024: P-1).

The derivative assets are held at fair value and are held with the same security and trustee agent as the related borrowings. The derivatives are held with First Abu Dhabi Bank, Westpac Institutional Bank, Natixis, and Deutsche Bank Group, which have credit ratings given by Moody's of P-1, P-1, P-1 and A1 respectively (31 March 2024: P-1, P-1, P-1 and A1).

The Group has considered the effects of the ECL on cash and cash equivalents and short term investments and is satisfied that no ECL is required as it is not considered material.

The credit quality and risk of lease transactions with counterparty airlines is evaluated upon conception of the transaction. In addition, ongoing updates as to the operational and financial stability of the airlines are provided by the Company's Asset Manager in its quarterly reports to the Company.

for the year ended 31 March 2025

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(c) Credit Risk (continued)

At the inception of each lease, the Company selected lessees with a strong Statement of Financial Position and financial outlook. The financial strength of Emirates and Thai Airways is regularly reviewed by the Directors and the Asset Manager, particularly once financial results have been published. Additionally, the Asset Manager monitors any news related to the lessees that would impact operations and financial position.

The lessees may default on their lease payments. This would lead the fixed rents received under the leases to be insufficient to meet the loan interest and regular capital repayments of debt scheduled during the life of each loan and may not provide any surplus income to pay for the Group's expenses.

The Group's most significant counterparties are Emirates and Thai Airways as lessees and providers of income.

Refer to note 2(i) Going Concern for further details on the current status of the Group's lessees.

The Group has chosen to apply the simplified approach to measuring ECL which uses a lifetime expected loss allowance for all trade receivables and contract assets (including accrued income). As at 31 March 2025 the expected lifetime losses on the rent receivables and accrued income was reassessed by the Group. Apart from the accrued income relating to the aircraft leased to Thai Airways, the remaining trade receivables and other receivables and accrued income at amortised cost at year end are considered receivable, with any identified impairment losses on such assets not considered significant. The credit risk for Emirates has been assessed as low and no impairment has been identified.

The Group has considered the effects of the ECL on cash and cash equivalents and short-term investments and is satisfied that no ECL is required as it is not considered material.

(d) Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments, such as the capital repayments of senior debt, as well as the junior debt at the end of the lease. The Group's main financial commitments are its ongoing operating expenses and repayments on loans.

Ultimate responsibility for liquidity risk management rests with the Board of Directors.

The Group aims to maintain the level of its cash and cash equivalent and other highly marketable investments to meet expected cash outflows on financial liabilities. Consideration will be given to any future use of accumulated rental income, if the Board considers that the Company, or any subsidiary will not be able to repay any balloon or bullet repayments of debt falling due through the sale, refinancing or other disposition of an Asset.

The table below details the residual contractual maturities of financial liabilities. The amounts below are contractual undiscounted cash flows, including both the principal and interest payments, and will not agree directly to the amounts recognised in the Consolidated Statement of Financial Position:

31 March 2025 0-3
Months
GB
3-12
Months
GBP
1-2
Years
GBP
2-5
Years
GBP
Over 5
Years
GBP
Total
GBP
Financial Liabilities
Payables 243,210 243,210
Borrowings 34,206,623 103,997,444 181,951,907 419,116,937 48,080,993 787,353,904
34,449,833 103,997,444 181,951,907 419,116,937 48,080,993 787,597,114
31 March 2024 0-3
Months
GBP
3-12
Months
GBP
1-2
Years
GBP
2-5
Years
GBP
Over 5
Years
GBP
Total
GBP
Financial Liabilities
Payables
200,941 200,941
Borrowings 34,815,092 104,905,835 139,784,648 487,483,577 192,639,722 959,628,874

for the year ended 31 March 2025

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(e) Interest Rate Risk

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 variation in deposit interest earned on bank deposits held by the Group or on debt repayments.

The loans with an outstanding balance of £165,258,781 (31 March 2024: £183,642,092) as at period end entered into are variable rate, with an interest rate cap.

With the exception of the above-mentioned loans, the Group mitigates interest rate risk by fixing the interest rate on the bank loans (as well as in respect of loans with an outstanding balance of £238,674,627 (31 March 2024: £279,571,582) as at year end, which have an associated interest rate swap to fix the loan interest).

The following table details the Group's exposure to interest rate risks:

Variable Fixed Non-interest
interest interest Bearing Total
31 March 2025 GBP GBP GBP GBP
Financial Assets
Receivables 20,243,098 20,243,098
Short term investment 16,056,974 16,056,974
Cash and cash equivalents and receivables 114,344,024 114,344,024
Total Financial Assets 114,344,024 16,056,974 20,243,098 150,644,096
Financial Liabilities
Accrued expenses and reserves 243,210 243,210
Borrowings 403,933,408 289,546,375 693,479,783
Total Financial Liabilities 403,933,408 289,546,375 243,210 693,722,993
Effect of derivatives held for risk management 386,398,235
Total interest sensitivity gap 96,808,851 (273,489,401)
Variable Fixed Non-interest
interest interest Bearing Total
31 March 2024 GBP GBP GBP GBP
Financial Assets
Short term investment 10,950,127 10,950,127
Cash and cash equivalents and receivables 130,835,713 19,908,845 150,744,558
Total Financial Assets 130,835,713 10,950,127 19,908,845 161,694,685
Financial Liabilities
Accrued expenses and reserves 200,941 200,941
Borrowings 463,213,674 356,705,967 819,919,641
Total Financial Liabilities 463,213,674 356,705,967 200,941 820,120,582

Effect of derivatives held for risk management 445,405,304 Total interest sensitivity gap 113,027,343 (345,755,840) If a reasonable possible change in interest rates had been 100 basis points (2024: 100 basis points) higher/lower

throughout the period and all other variables were held constant, the Group's net assets attributable to Shareholders as at 31 March 2025 would have been £968,081 (31 March 2024: £1,295,440) greater/lower due to an increase/ decrease in the amount of interest receivable on the bank balances.

for the year ended 31 March 2025

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(e) Interest Rate Risk (continued)

The Group completed the process of implementing appropriate fallback clauses for all US dollar LIBOR- indexed exposures. These clauses automatically switch the instrument from USD LIBOR to SOFR when US dollar LIBOR either ceases to be provided or is no longer representative.

The majority of the Company's existing agreements include clauses that deals with the cessation of the existing IBOR. The Company engaged legal counsel who along with the Asset Manager liaised with the lenders to document the appropriate terms for the transition away from LIBOR for its remaining debt facilities. At time of reporting, all of the Company's debt facilities have completed the relevant transition documentation from LIBOR to Term SOFR.

24. ULTIMATE CONTROLLING PARTY

In the opinion of the Directors, the Company has no ultimate controlling party as the Company does not have any Shareholder that holds greater than 10% of the issued share capital of the Company.

25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

Borrowings
31 March 2025 GBP
Balance at 1 April 2024 819,919,641
Repayments of capital on senior loans (112,745,641)
Repayments of capital on junior loans
Payments of interest on senior loans (22,232,259)
Payments of interest on junior loans (11,201,194)
Add back: payments of interest on senior loans 22,232,259
Add back: payments of interest on junior loans 11,201,194
Movement in interest accruals 1,798,511
Amortisation of debt arrangements costs 1,531,753
Translation adjustment on foreign operations (17,024,481)
Balance at 31 March 2025 693,479,783
Borrowings
31 March 2024 GBP
Balance at 1 April 2023 955,407,582
Repayments of capital on senior loans (110,751,708)
Repayments of capital on junior loans
Payments of interest on senior loans (26,732,378)
Payments of interest on junior loans (11,356,947)
Add back: payments of interest on senior loans 26,732,378
Add back: payments of interest on junior loans 11,356,947
Movement in interest accruals (5,087,736)
Amortisation of debt arrangements costs 1,559,186
Translation adjustment on foreign operations (21,207,683)
Balance at 31 March 2024 819,919,641

26. TAX

Irish tax is charged at 12.5% on the profits of each of the AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited subsidiaries. The Company and the Guernsey Subsidiaries have been assessed for tax at the Guernsey standard rate of 0%. Since AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited are Irish tax resident trading companies their net lease rental income earned (after tax deductible expenditure) will be taxable as trading income at 12.5% under Irish tax regulations.

for the year ended 31 March 2025

27. RELATED PARTY TRANSACTIONS AND SIGNIFICANT CONTRACTS

Significant contracts

Amedeo Limited ("Amedeo") is the Group's Asset Manager.

During the year, the Group incurred £3,224,054 (31 March 2024: £3,158,178) of fees with Amedeo, of which £nil (31 March 2024: £Nil) was outstanding to this related party at 31 March 2024. This fee is included under "Asset management fee" in note 6.

Following the disposal of the "IPO Assets" (being collectively the first four assets purchased), the Company shall pay to Amedeo disposition fees calculated as detailed in the prospectus, which can be found on the Group's website. Fees range from 1.75% to 3% of the sale value. The fee for the remaining eight aircraft is 3%.

Amedeo Services (UK) Limited ("Amedeo Services") was the Group's Liaison and Administration Oversight Agent (the agent is appointed to assist with the purchase of the aircraft, the arrangement of suitable equity and debt finance and the negotiation and documentation of the lease and financing contracts). The agreement was terminated on 15 December 2023.

During the year, the Group incurred £1,398 (31 March 2024: £12,154) of fees with Amedeo Services. As at 31 March 2025 £Nil (31 March 2024: £Nil) was outstanding. This fee is included under "Asset management fee" in note 6.

Related parties

The Board are considered to be key management personnel. Refer to the Board of Directors on page 14. Refer to note 7 where Directors' remuneration has been disclosed.

28. SEGMENT INFORMATION

The Directors are of the opinion that the Group is engaged in a single segment of business, being acquiring, leasing and selling aircraft. The geographical analysis of the Group is based on the location of the lessee and is given for information only.

Geographical analysis

Middle East Asia Pacific Total
31 March 2025 GBP GBP GBP
Rental income 153,664,834 28,745,578 182,410,412
Net book value — aircraft 557,540,483 314,948,036 872,488,519
Middle East Asia Pacific Total
31 March 2024 GBP GBP GBP
Rental income 155,863,057 26,787,108 182,650,165
Net book value — aircraft 680,350,044 333,118,351 1,013,468,395

Revenue from the Group's country of domicile, Guernsey, was £Nil (2024: £Nil).

29. SUBSEQUENT EVENTS

On 2 April 2025 the Board announced an interim dividend of 2.00 pence per ordinary share. The dividend was paid on 30 April 2025 to Shareholders on the register as at the close of business on 12 April 2025.

On 2 July 2025 the Board announced an interim dividend of 2.00 pence per ordinary share. The dividend is anticipated to be paid on 31 July 2025 to Shareholders on the register as at the close of business on 11 July 2025.

There were no other material subsequent events since the year end and up to the date of approval of the Consolidated Financial Statements.

Key Advisers and Contact Information

Directors

Robin Hallam (Chairman) David Gelber (Senior Independent Director) Steve Le Page Tom Sharp Eithne Manning (appointed 30 April 2024) Mary Gavigan (resigned 30 April 2024)

Contact details [email protected] [email protected] [email protected] [email protected] [email protected]

Asset Manager

Amedeo Limited Pembroke House, 28-32 Pembroke Street Dublin 2 Ireland

Administrator and Secretary

JTC Fund Solutions (Guernsey) Limited Ground Floor Dorey Court Admiral Park St Peter Port Guernsey GY1 2HT Telephone: +44 (0)1481 702400

Auditor

KPMG Channel Islands Limited Glategny Court Glategny Esplanade St Peter Port Guernsey GY1 1WR

Solicitors to the Company (as to English law)

Herbert Smith Freehills LLP Exchange House Primrose Street London England EC2A 2EG

Registered Office of the Company

Ground Floor Dorey Court Admiral Park St Peter Port Guernsey GY1 2HT Telephone: +44 (0)1481 702400

Registrar, Paying Agent and Transfer Agent

MUFG corporate Markets (Guernsey) Limited (previously known as: Link Market Services Limited) MUFG Mont Crevelt House Bulwer Avenue St Sampson Guernsey, GY2 4LH

Corporate Broker

Panmure Liberum Limited (previously known as Liberum Capital Limited) Ropemaker Place 25 Ropemaker Street London, EC2Y 9LY Telephone: +44 (0)20 3100 2000

Advocates to the Company

(as to Guernsey law) Carey Olsen Carey House Les Banques St Peter Port Guernsey GY1 4BZ

Solicitors to the Company (as to asset acquisition, financing and leasing documentation) Clifford Chance LLP 10 Upper Bank Street London England E14 5JJ

Norton Rose Fulbright LLP 3 More London Riverside London England SE1 2AQ

DEFINED TERMS

The following list of defined terms is not intended to be an exhaustive list of definitions, but provide a list of the defined terms used in this report.

Administrator JTC Fund Solutions (Guernsey) Limited
AGM Annual General Meeting of the Shareholders of the Company
AIC The Association of Investment Companies
AIC Code The AIC Code of Corporate Governance
Articles The Company's articles of incorporation
ASKs Available seat kilometres
Asset Manager Amedeo Limited
Asset(s) Aircraft owned by the Group
ATAG The Air Transport Group
Board Board of directors of the Company
Company Amedeo Air Four Plus Limited
Corporate Broker Panmure Liberum Limited
DGTRs The FCA's Disclosure Guidance and Transparency Rules
ESG Environmental, social and governance
Etihad Etihad Airways PJSC
FCA Financial Conduct Authority
GFSC Guernsey Financial Services Commission
Group The Company and its wholly owned subsidiaries
IAS International Accounting Standard
IATA International Air Transport Association
IEV Independent Expert Valuers/Independent External Valuers
IFRS International Financial Reporting Standards
ISTAT International Society of Transport Aircraft Trading
Law The Companies (Guernsey) Law, 2008, as amended
PBH Power by The Hour
Registrar MUFG corporate Markets (Guernsey) Limited
Rehabilitation Plan As fully defined and explained at subsection "Rehabilitation Plan" of the Asset Mangers
Report as found at page 5
RPKs Revenue passenger kilometres
SAF Sustainable Aviation Fuel
Secretary JTC Fund Solutions (Guernsey) Limited
SFS Specialist Fund Segment of the London Stock Exchange's Main Market
Shareholders Shareholders of the Company
Shares Redeemable ordinary shares
SID Senior Independent Director
Thai Airways Thai Airways International Public Company Limited
UK Code The UK Corporate Governance Code, 2018

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