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DORIC NIMROD AIR THREE LIMITED
Annual Report and Consolidated Financial Statements
From 1 April 2024 to 31 March 2025
CONTENTS
Page
1 Definitions
4 Summary Information
5 Company Overview
7 Chair’s Statement
9 Asset Manager’s Report
14 Directors
15 Service Providers
17 Key Information
21 Directors’ Report
32 Environmental, Social and Governance Report
37 Audit and Risk Committee Report
43 Independent Auditor’s Report
47 Consolidated Statement of Comprehensive Income
48 Consolidated Statement of Financial Position
49 Consolidated Statement of Cash Flows
50 Consolidated Statement of Changes in Equity
51 Notes to the Consolidated Financial Statements
71 Key Advisers and Contact Information
1
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DEFINITIONS
ā€œAdministrative Sharesā€ Subordinated administrative shares
ā€œAEDā€ United Arab Emirates dirham
ā€œAGMā€ Annual general meeting
ā€œAmedeoā€ or ā€œthe Asset Managerā€ Amedeo Limited
ā€œAR Committeeā€ Audit and Risk Committee
ā€œArticlesā€ Company’s Articles of Incorporation
ā€œASKsā€ Available Seat Kilometres
ā€œAsset(s)ā€ or the ā€œAircraftā€ Airbus A380 aircraft with MSNs 132, 133, 134 and 136 (together and/or separately).
ā€œATKsā€ Available Tonne Kilometres
ā€œBoardā€ Company's Board of directors
ā€œChairā€ Chair of the Board
ā€œCodeā€ The UK Corporate Governance Code
ā€œCORSIAā€ Carbon Offsetting and Reduction Scheme for International Aviation
ā€œDTRsā€ Disclosure Guidance and Transparency Rules
ā€œDNA3ā€ or the ā€œCompanyā€ Doric Nimrod Air Three Limited
ā€œDNA Alphaā€ or the ā€œSubsidiaryā€œ DNA Alpha Limited
ā€œEETCā€ or ā€œTrust Certificatesā€ Enhanced equipment trust certificates
ā€œEmiratesā€ or the ā€œLesseeā€ Emirates Airline
ā€œESGā€ Environmental, Social and Governance
ā€œEUā€ European Union
ā€œFCAā€ Financial Conduct Authority
ā€œFRCā€ Financial Reporting Council
ā€œFVOCIā€ Fair value through other comprehensive income
ā€œFVTPLā€ Fair value through profit or loss
ā€œGBPā€, ā€œĀ£ā€ or ā€œSterlingā€ Pound Sterling
ā€œGrant Thorntonā€ Grant Thornton Limited
ā€œGFSCā€ Guernsey Financial Services Commission
ā€œGHGā€ Greenhouse gas
ā€œGroupā€ the Company and its subsidiary
ā€œIAS 1ā€ International Accounting Standard 1 - Presentation of financial statements
ā€œIAS 7ā€ International Accounting Standard 7 - Statement of Cash Flows
2
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DEFINITIONS (continued)
ā€œIAS 16ā€ International Accounting Standard 16 - Property, Plant and Equipment
ā€œIAS 21ā€ International Accounting Standard 21 - The Effects of Changes in Foreign Exchange
Rates
ā€œIAS 36ā€ International Accounting Standard 36 - Impairment of Assets
ā€œIASBā€ International Accounting Standards Board
ā€œIATAā€ International Air Transport Association
ā€œICAOā€ International Civil Aviation Organization
ā€œIEnvAā€ IATA Environmental Assessment
ā€œIFRS Accounting Standardsā€ IFRS Accounting Standards as adopted by the EU
ā€œIFRS 7ā€ Financial Instruments: Disclosures
ā€œIFRS 9ā€ Financial Instruments
ā€œIFRS 16ā€ IFRS 16 – Leases
ā€œIFRS 18ā€ Presentation and Disclosure of Financial Statements
ā€œISAE 3402ā€ International Standard on Assurance Engagement 3402
ā€œISTATā€ International Society of Transport Aircraft Trading
ā€œJTCā€ or ā€œSecretaryā€ or ā€œAdministratorā€ JTC Fund Solutions (Guernsey) Limited
ā€œRegistrarā€ JTC Registrars Limited
ā€œSAFā€ Sustainable Aviation Fuel
ā€œLawā€ The Companies (Guernsey) Law, 2008, as amended
ā€œLease(s)ā€ Lease of Aircraft to Emirates
ā€œLoan(s)ā€ Borrowings obtained by the Group to part-finance the acquisition of Aircraft
ā€œLSEā€ London Stock Exchange
ā€œMSNā€ Manufacturer Serial Number
ā€œNRVā€ Net Realisable Value
ā€œNimrodā€ or ā€œCorporate and Shareholder
Adviserā€
Nimrod Capital LLP
ā€œPandemicā€ COVID-19 pandemic
ā€œPeriodā€ 1 April 2024 until 31 March 2025
ā€œPLFā€ Passenger load factor
ā€œRPKsā€ Revenue passenger kilometres
ā€œSDGsā€ Sustainable Development Goals
ā€œSFSā€ Specialist Fund Segment of the LSE
ā€œShareholdersā€ or ā€œMembersā€ Shareholders of the Company
3
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DEFINITIONS (continued)
ā€œSharesā€ Ordinary Preference Shares
ā€œShare Capitalā€ Share capital of the Company
ā€œUAEā€ United Arab Emirates
ā€œUKā€ United Kingdom
ā€œUSDā€ or ā€œ$ā€ US dollars
ā€œVIUā€ Value-in-use
4
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
SUMMARY INFORMATION
Listing Specialist Fund Segment of the London Stock Exchange’s Main Market
Ticker DNA3
Share Price 63.0 pence (as at 31 March 2025)
62.25 pence (as at 21 July 2025)
Market Capitalisation GBP136.95 million (as at 21 July 2025)
Current Dividend / Future Anticipated Dividend Current dividends are 2.0625 pence per quarter per share (8.25 pence
per annum) and it is anticipated that this will continue until the October
2025 dividend, which is expected to be the last quarterly dividend paid
by the Company.
Dividend Payment Dates July, October
Currency Sterling
Launch Date / Share Price 2 July 2013 / 100 pence
Incorporation and Domicile Guernsey
Aircraft Registration Number
(Manufacturer’s Serial Number and Lease Expiry Dates
include a two year extension)
A6-EEK (MSN 132 - 29 August 2025)
A6-EEO (MSN 136 - 29 October 2025)
A6-EEM (MSN 134 - 14 November 2025)
A6-EEL (MSN 133 - 27 November 2025)*
Asset Manager Amedeo Limited
Corporate and Shareholder
Adviser
Nimrod Capital LLP
Administrator JTC Fund Solutions (Guernsey) Limited
Auditor Grant Thornton Limited
Independent Market Makers Investec Bank Plc,
Jefferies International Ltd,
Panmure Liberium Ltd,
Peel Hunt LLP,
Shore Capital Ltd,
Winterflood Securities Ltd
SEDOL, ISIN, LEI B92LHN5, GG00B92LHN58, 213800BMYMCBKT5W8M49
Year End 31 March
Website www.dnairthree.com
* In accordance with a signed lease side letter, the sale and transfer of MSN 133 to Emirates is scheduled to occur earlier, on 27 August 2025, upon payment of the agreed purchase
price.
5
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
COMPANY OVERVIEW
DNA3 is a Guernsey company incorporated on 29 March 2012.
Pursuant to the Company’s Prospectus dated 20 June 2013, the Company, on 2 July 2013, offered its Shares for issue by means of
a placing and raised approximately GBP 211 million by the issue of Shares at an issue price of 100 pence per share. The Company’s
Shares were admitted to trading on the SFS on 2 July 2013.
As at 21 July 2025, the last practicable date prior to the publication of this report, the Company’s total issued Share capital consisted
of the Administrative Shares and 220,000,000 Shares. The Shares were trading at 62.25 pence per Share.
Investment Objective and Policy
The Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and
then selling aircraft. To pursue its investment objective, the Company used the net proceeds of the placing together with debt
facilities (or instruments), to acquire four Airbus A380 Aircraft which are leased to Emirates, the national carrier owned by The
Investment Corporation of Dubai based in Dubai, UAE.
DNA Alpha
The Company has one wholly owned subsidiary, DNA Alpha, which holds the Assets for the Company.
The first Asset was acquired by DNA Alpha on 29 August 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the first Asset was leased to Emirates for an initial term of 10 years,
ended August 2023, with an extension period of two years ending August 2025, in which rental payments reduced. The loan terms for
this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including the final rental
prepayment in the event that the extension was not utilised.
The second Asset was acquired by DNA Alpha on 29 October 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the second Asset was leased to Emirates for an initial term of 10
years, ended October 2023, with an extension period of two years ending October 2025, in which rental payments reduced. The loan
terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including the
final rental prepayment in the event that the extension was not utilised.
The third Asset was acquired by DNA Alpha on 14 November 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the third Asset was leased to Emirates for an initial term of 10 years,
ended November 2023, with an extension period of two years ending November 2025, in which rental payments reduced. The loan
terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including the
final rental prepayment in the event that the extension was not utilised.
The fourth Asset was acquired by DNA Alpha on 27 November 2013 for a purchase price of USD245 million. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the fourth Asset was leased to Emirates for an initial term of 10
years, ended November 2023, with an extension period of two years ending November 2025, in which rental payments reduced. The
loan terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10 years including
the final rental prepayment in the event that the extension was not utilised.
DNA Alpha acquired the Assets, using a combination of a portion of the proceeds of the issue of the Ordinary Shares by the Company
together with the proceeds of the sale of equipment trust certificates issued by DNA Alpha and the initial rent payment pursuant to
the relevant operating Leases. The equipment notes were acquired by two separate pass through trusts using the proceeds of their
issue of EETCs as detailed within the offering circular issued by DNA Alpha dated 10 July 2013.
Further information about the construction of these Leases is available in note 12 to the Consolidated Financial Statements.
The EETCs, with an aggregate face amount of approximately USD630 million, were admitted to the official list of the Euronext Dublin
and traded on the Main Securities market thereof and matured on 30 May 2023.
6
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
COMPANY OVERVIEW (continued)
Sale of Assets
The Company has reached an agreement with Emirates for the sale of the four Assets (Airbus A380-861 aircraft bearing MSNs 132,
133, 134 and 136) to Emirates, with completion expected on the respective Lease End Dates between August and November 2025.
For MSN 133, completion is scheduled for 27 August 2025, in accordance with the applicable lease side letter. Following completion
of the sale of all four Assets, the Directors intend to distribute the net sale proceeds to Shareholders, subject to applicable laws and
solvency requirements. Additional information is provided in the announcement released on 11 July 2025, as well as in the Viability
Statement and Going Concern disclosures within this Annual Financial Report.
Distribution Policy
The Company currently targets a distribution of 2.0625 pence per Share per quarter. It is anticipated that quarterly distributions will
continue until the October 2025 dividend, which is expected to be the last dividend paid by the Company.
The payment of dividends to Shareholders cannot be guaranteed, and if dividends are indeed paid, there is uncertainty regarding the
timing and amount of such payments. Additionally, there is no assurance that the Company will consistently meet the solvency test
outlined in section 304 of the Law, which is necessary for the Directors to authorise dividend payments.
Performance Overview
All payments by Emirates have, to date, been made in accordance with the terms of the respective Leases.
During the financial year under review and in accordance with the Distribution Policy, the Company declared four interim dividends
of 2.0625 pence per Share. Two interim dividends of 2.0625 pence per Share had been declared after the reporting period. Further
details of dividend payments can be found on page 21.
Return of Capital
The Directors intend to distribute the sale proceeds to Shareholders together with the remaining cash holdings, net of any liquidation
and other costs and assuming successful completion and no further unexpected costs or events, as soon as possible following the last
Lease End Date and subject to the relevant solvency tests, laws and regulations.
Liquidation Resolution
Following the completion of the sale of all Assets, the Directors intend to return to Shareholders the net capital proceeds in the
first calendar quarter of 2026.ī€œIt is currently anticipated that the process for liquidation of the Company will commence as soon as
practicably possible thereafter. Although the Company does not have a fixed life, the Articles require that, in any event, the Directors
convene a general meeting of the Company in November 2026 where an ordinary resolution will be proposed that the Company
proceed to an orderly wind-up.
7
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
CHAIR’S STATEMENT
I am pleased to present to you the Company’s Annual Financial Report and Consolidated Financial Statements for the 12-month
period ended 31 March 2025.
The Company
The Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and
then selling aircraft. In 2013, the Company acquired four Airbus A380s that were then all leased to Emirates for twelve years. The
Company’s first scheduled Lease expiry falls due in August 2025 and the last in November 2025.
On the income objective, I am delighted to say that during the Period the Company continued to declare and pay four quarterly
dividends of 2.0625 pence per Share each, a rate of dividend payment amounting to 8.25 pence per Share per annum.
The structures of the operating Leases relating to the Company’s four Aircraft are described on pageī€œ63. The debt portion of the funding
was designed to be fully amortised over the term of the Leases, which would leave the Aircraft unencumbered on the conclusion of the
ultimate Lease. As previously reported, all debt associated with the Company’s Aircraft has been fully repaid.
Emirates bears all costs (including maintenance, repair and insurance) relating to the Aircraft during the lifetime of the Leases. All
payments by Emirates due under the Leases during the year and throughout the Lease have been made in accordance with the terms
of the Leases.
At the time of writing the share price is 62.25 pence, representing a market capitalisation of GBP 136.95 million based on the
220,000,000 Shares in issue. The shares performed well over the year as the sales of a number of Emirates leased Airbus A380s were
announced during the year. Performance was also supported by the regular quarterly dividend payment.
Sale of Assets
In mid July 2025 I was pleased to announce that the Company had now reached agreement with Emirates that it will sell the four
Aircraft to Emirates. The dates of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being
between 29 August 2025 and 14 November 2025) and 27 August 2025 for MSN 133.
The total aggregate consideration to be paid by Emirates to the Company is GBPī€œĀ£131.91ī€œmillion for the four Assets (equivalent to
approximately USD180ī€œmillion in total, comprising, for each Aircraft, USD25ī€œmillion for the purchase of the title, and USD20ī€œmillion
for the buyout of the return conditions).
I announced the Company’s intention to distribute the sale proceeds to Shareholders together with the remaining cash holdings, net
of any liquidation and other costs and assuming successful completion and no further unexpected costs or events, as soon as possible
following the last Lease End Date and subject to the relevant solvency tests, laws and regulations.
Payment of monies to Shareholders isī€œtherefore currently expected to be made in the first calendar quarter of 2026.
Market Conditions
According to its June 2025 report on global economic prospects, the World Bank expects a total global gross domestic product (GDP)
growth rate of 2.3% and 2.4% for each of 2025 and 2026, respectively. GDP growth and air passenger traffic growth are strongly
correlated.
The year 2024 was marked by the continued recovery of air passenger traffic, measured in RPKs, which had already caught up to the
2019 levels in February 2024. RPK growth compared to 2023 amounted to an increase of 10.4%. The supply of capacity, measured in
ASKs, increased by 8.7%. The average PLF was 83.5%, an improvement of 1.3 percentage points from the previous year. International
travel – measured in RPKs – was up 13.6% in 2024. The strongest improvements in international traffic were observed in the Asia-
Pacific region, with an increase in RPKs of 16.9%. Global domestic travel increased by 5.7% between January and December 2024
compared to the previous year.
8
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
CHAIR’S STATEMENT (continued)
The Middle East, where the Lessee is located, recorded an RPK increase of 9.5% in 2024. Capacities, measured in ASKs, expanded by
8.4% with a 0.8 percentage point increase of the average PLF to 80.8%.
In April 2025, RPKs globally increased by 8.0% compared to the same period in the previous year, the strongest growth since January.
International RPK rose 10.8% year-over-year, outpacing the 8.5% increase in capacity, which boosted PLF to 84.1%, the highest April
PLF recorded in the international market. All regions posted growth, with Asia-Pacific and African airlines gaining the most. India
and Brazil led domestic market growth, while the US posted its third straight month of year-over-year traffic declines. The number of
passenger flights scheduled worldwide is expected to expand 3.6% year-over-year in June, following a 3.1% growth in May.
As per the Global Outlook for Air Transport from December 2024, IATA forecasts the airline industry’s profitability to increase,
reaching USD36.6 billion in 2025, a year-over-year improvement of 16.2%. For 2024 a net profit of USD31.5 billion is expected,
while final numbers have not yet been released.
Further details on Emirates and the A380 can be found in the Asset Manager’s Report on pages 9 to 13.
Stakeholder Engagement
Our Asset Manager, Amedeo, continues to monitor the Leases, is in frequent contact with the Lessee, particularly recently following
the negotiation of the agreement for the sales of the Aircraft, and reports regularly to the Board.
Nimrod, our Corporate and Shareholder Adviser, continues to liaise with Shareholders alongside or on behalf of the Board and has
provided valuable feedback on the views of Shareholders. The Board encourages Shareholders to read the Company’s quarterly
fact sheets which we believe provide a great deal of interesting information. We hope these regular reports, in addition to the
communication you receive from Nimrod, are useful and informative. The Directors welcome shareholder engagement and feedback
and encourage you to contact Nimrod to request a meeting or to relay any feedback.
Further information on stakeholder engagement (section 172 of the UK’s Companies Act 2006) can be found on pages 29 to 30.
The Board
I would like to close by thanking my fellow Board members, the Corporate and Shareholder Adviser, Asset Manager and all other
service providers who continue to service the Company. They have all contributed to positioning us well to deliver the value for our
Shareholders that we have achieved not only during the period but also post period end with the agreement to sell all four Aircraft
to Emirates.
Despite challenging market conditions over some of the 12 years since our admission to the stock market, the Company has
consistently paid its regular quarterly dividends and is on course to deliver a capital return, in accordance with the clear objectives
at the outset, transparently delivered throughout and shortly to be fully executed.
Most importantly, on behalf of the Board, I would like to thank all Shareholders for your continued support throughout the life of
the Company.
Andreas Tautscher
Chair
23 July 2025
9
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGER’S REPORT
At the request of the Directors of the Company, this commentary has been provided by the Asset Manager of the Company. The report
reflects the information available at the end of March 2025 unless otherwise noted.
1. The Assets
The Company acquired four Airbus A380 aircraft by the end of November 2013. Since delivery, each of them has been leased to
Emirates – the national carrier owned by the Investment Corporation of Dubai, based in Dubai, UAE – for a term of 12 years with fixed
lease rentals for the duration. To complete the purchase, DNA Alpha, a wholly owned subsidiary of the Company, issued EETCs – a
form of debt security – in the aggregate face amount of USD630 million. In May 2023, DNA Alpha fully repaid all outstanding EETC
obligations.
In 2024 the Company announced that DNA Alpha had received notices from Emirates that it was exercising the options to redeliver
MSNs 132, 133, 134 and 136 in the minimum condition equivalent to ā€œhalf-lifeā€, together with a cash sum, as opposed to delivery in
full-life condition.
Subsequently, in July 2025, the Company reached an agreement with Emirates so that, at the respective Lease End Dates for each
of the three A380 aircraft (MSNs 132, 134 and 136), currently expected to be between 29ī€œAugust 2025 and 14 November 2025, the
Company will sell the respective assets to Emirates. Title transfer for MSN 133 has been agreed for 27 August 2025 to facilitate required
maintenance scheduled to take place outside of Dubai. The total aggregate consideration to be paid by Emirates to the Company is
GBP131.91 million for the four Aircraft, equivalent to USD180 million in total, comprising, for each Aircraft, USD25ī€œmillion for the
purchase and USD20 million for the buyout of the return conditions.
Until the respective title transfer dates, the operating leases will continue as contracted.
Aircraft utilisation for the period from delivery of each Airbus A380 until the end of March 2025 was as follows:
MSN Delivery Date Flight Hours Flight Cycles Average Flight Duration
132 29/08/2013 41,796 5,168 8h 5m
133 27/11/2013 42,496 4,980 8h 32m
134 14/11/2013 40,040 4,618 8h 40m
136 29/10/2013 41,990 4,766 8h 49m
Maintenance Status
Emirates maintains its A380 aircraft fleet based on a programme according to which minor maintenance checks are performed every
1,500 flight hours and more significant maintenance checks (C checks) at 36-month or 18,000-flight hour intervals, whichever occurs
first.
Inspections
The Asset Manager conducted physical inspections and records audits of the Aircraft as per the below table. The condition of the
respective Aircraft and its technical records were in compliance with the provisions of the respective Leases.
MSN Last Inspection MSN Last Inspection
132 03/2025 134 03/2025
133 03/2025 136 03/2025
10
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGER’S REPORT (continued)
2. Market Overview
According to its June 2025 report on global economic prospects, the World Bank expects a total global gross domestic product (GDP)
growth rate of 2.3% and 2.4% for each of 2025 and 2026, respectively. GDP growth and air passenger traffic growth are strongly
correlated.
The year 2024 was marked by the continued recovery of air passenger traffic, measured in RPKs, which had already caught up to the
2019 levels in February 2024. RPK growth compared to 2023 amounted to an increase of 10.4%. The supply of capacity, measured in
ASKs, increased by 8.7%. The average PLF was 83.5%, an improvement of 1.3 percentage points from the previous year. International
travel – measured in RPKs – was up 13.6% in 2024. The strongest improvements in international traffic were observed in the Asia-
Pacific region, with an increase in RPKs of 16.9%. Global domestic travel increased by 5.7% between January and December 2024
compared to the previous year.
The Middle East, where the Lessee is located, recorded an RPK increase of 9.5% in 2024. Capacities, measured in ASKs, expanded by
8.4% with a 0.8 percentage point increase of the average PLF to 80.8%.
In April 2025, RPKs globally increased by 8.0% compared to the same period in the previous year, the strongest growth since January.
International RPK rose 10.8% year-over-year, outpacing the 8.5% increase in capacity, which boosted PLF to 84.1%, the highest April
PLF recorded in the international market. All regions posted growth, with Asia-Pacific and African airlines gaining the most. India
and Brazil led domestic market growth, while the US posted its third straight month of year-over-year traffic declines. The number of
passenger flights scheduled worldwide is expected to expand 3.6% year-over-year in June, following a 3.1% growth in May.
As per the Global Outlook for Air Transport from December 2024, IATA forecasts the airline industry’s profitability to increase,
reaching USD36.6 billion in 2025, a year-over-year improvement of 16.2%. For 2024 a net profit of USD31.5 billion is expected,
while final numbers have not yet been released.
Source: IATA, World Bank
Ā© International Air Transport Association, 2025. Air Passenger Market Analysis December 2024 and February 2025. Global Outlook for Air Transport – December. Available on the
IATA Economics page.
3. Lessee – Emirates
Network
During the first half of Emirates’ 2024/25 financial year, the carrier increased scheduled flights to eight cities: Amsterdam, Cebu,
Clark, Luanda, Lyon, Madrid, Manila and Singapore.
Between April and September 2024 Emirates extended its partnerships by entering into seven new agreements with codeshare,
interline and intermodal partners including AirPeace, Avianca, BLADE, ITA Airways, Iceland Air, SNCF Railway and Viva Aerobus.
In October 2024, Emirates signed a memoranda of understanding with Vietnam Airlines and VietJet to improve connectivity and
travel choices between its Dubai hub and the Vietnamese gateways Ho Chi Minh City and Hanoi. This step will enhance the existing
cooperation and could also add reciprocal loyalty benefits.
Emirates is set to introduce three new destinations in Asia later this year. From 1 July 2025, the airline will extend its presence to
mainland China with the introduction of daily non-stop flights to Shenzhen from its Dubai hub. In addition, from June, it will connect
Da Nang in Vietnam and Siem Reap in Cambodia through Bangkok. Together, this will reportedly result in the ā€œmost diversified route
network among any non-Asian airline in East Asiaā€, according to a press release of Emirates. In total, the airline will offer 269 flights
per week from Dubai to 24 points in the region.
After a pandemic-induced pause, which lasted nearly five years, Emirates brought back the A380 on its daily service to Copenhagen,
the capital of Denmark. The two-class configuration offers 615 seats.
11
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGER’S REPORT (continued)
Fleet
Due to the lack of availability of similar-sized replacement aircraft and delays in the delivery of new aircraft ordered, Emirates plans
to keep its A380s flying until the late 2030s with corresponding extensions of aircraft leases, according to a statement made in
Marchī€œ2024.
At the 2023 Dubai Air Show, Emirates added a number of aircraft to its existing order book for a combined list price value of
USD58ī€œbillion.
In June 2024, Emirates claimed that the delivery delay of the Boeing 777X will cost the airline USD4 billion in refurbishment of its
existing A380 and 777 fleet. To maintain its existing network, Emirates has also extended lease agreements and bought a number of
the previously leased aircraft, including A380s.
In November 2024, Emirates President Tim Clark hinted at increasing the order book for the A350, as the UAE carrier enters an
ā€œexpansionist periodā€. ā€œWe are a frustrated entity because we need airplanes and we need them like nowā€, said Clark in response to
the continuing delivery delays of new aircraft. ā€œHad the 777-9 been delivered to us, we would have 85 [new aircraft] by nowā€.
The retrofit program on its Boeing 777s and A380s is making good progress. Extended in May 2025, this program now encompasses
110 A380s and 109 777s with a combined investment volume of USD5 billion.
Boeing 777X
Emirates has ordered a total of 205 units, a mix of 777-8 and 777-9 aircraft. However, the delivery of the first 777-9 has been deferred
multiple times from its original delivery date in 2020.
In August 2024, Boeing temporarily suspended test flights with the aircraft after a structural component between the engine and
aircraft structure ā€œdid not perform as designedā€, according to the manufacturer. Flights resumed in January this year. In the same
month, Boeing disclosed it expects the first delivery of a 777-9 to happen in 2026, with Lufthansa now being selected as the launch
customer. During Boeing’s Q1 25 earnings call, their CEO noted that 777X testing had been expanded in the first quarter and reiterated
the company’s desire to deliver the first aircraft in 2026. Emirates is less optimistic. The largest customer for this aircraft type does
not expect the first plane to arrive in Dubai before the second quarter of 2027. It could even slip into 2028, according to a report from
Bloomberg, which claims the airline’s own budgeting does not account for the new jet in 2027.
With Airbus A380s and Boeing 747s no longer available for order, the Boeing 777X is currently the biggest aircraft in production but
has not yet been certified.
Boeing 787
Emirates holds orders for 20 Boeing 787-8s and 15 Boeing 787-10s. However, the airline did not share an updated delivery timeline
after the initial target of May 2023 had long expired.
Airbus A350
An order of a further 15 A350-900s placed during the 2023 Dubai Air Show increases the number of A350-900 widebody aircraft
ordered by Emirates to 65. The first aircraft was delivered to Emirates in late November 2024. Its first scheduled commercial A350
flight was on 3 January 2025 to Edinburgh, the capital of Scotland. At the end of March 2025, Emirates’ in-service fleet consisted
of four A350s, with a further 16 deliveries expected in financial year 2025/26. For the summer the operator announced seven
destinations with A350 services including Tunis, Amman, Istanbul, Dammam, Ho Chi Minh City, Baghdad and Oslo. It also accelerated
the announced deployment date for Bologna.
With the A350 Emirates aims to expand into new destinations globally, ā€œincluding mid-sized airports unsuited for larger aircraftā€,
according to an Emirates’ press release. Two versions of the aircraft will allow service to regional routes as well as ultra long-haul
routes with up to 15 hours of flight time.
12
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGER’S REPORT (continued)
Key Financials
Emirates Airline reported its best result in history for financial year 2024/25 with record revenue of AED127.9 billion (USD34.9ī€œbillion)
and record profit before tax of AED21.2 billion (USD5.8 billion), up 20% from last year. After accounting for the new UAE 9% corporate
tax being applied for the first time since its introduction in 2023, profit after tax was AED19.1 billion (USD5.2 billion). Robust
consumer demand for air travel, reducing fuel costs and a strong cargo market were key factors in Emirates record results.
Passenger revenue increased 3% to AED103.8 billion (USD27.9 billion) while total passengers carried also increased by the same
percentage. The capacity measured in ASKs grew by 4.3%. At the same time, RPKs increased by 3.0% Load factors were down by
1.8ī€œpercentage points in the economy cabin to 80.2%, but increased by 3.3 percentage points in premium cabins to 72.7% (first,
business and premium economy). This increase is largely driven by strong demand for Emirates’ premium economy offering, which
they intend to expand to 22 additional destinations in the coming year.
Total operating costs of the airline increased 4.4%. With a share of 30.8% fuel was the largest expense, decreasing by 4.7% for
financial year 2024/25, a combination of a 10% drop in fuel prices and 5% greater consumption.
Emirates’ balance sheet is characterised by strong liquidity, relatively low leverage and a strong capital base. As of 31 March 2025,
Emirates’ total liabilities decreased by 5.3% to AED111.2 billion (USD30.3 billion) compared with the end of the previous financial
year. Total equity came in at AED56.8 billion (USD15.5 billion), an improvement of 22.2% since the beginning of the financial year.
Emirates’ equity ratio stood to at 33.8%.
Closing out financial year 2024/25, the record cash position amounted to AED49.7 billion (USD13.5 billion), after an AED2.0 billion
(USD545 million) dividend payout to its shareholder for the previous financial year. Emirates continues to use a diverse variety of
financing sources to fund new deliveries: cash reserves, operating leases, debt financing from local banks and export credit agency
supported financing.
Days before the United States announced its latest global levies on international trade in early April 2025, Emirates President
Timī€œClark warned that the aviation industry is in ā€œuncharted territoryā€ with the new US tariff regime, ā€œbecause it involves a measure
of reset to a level that the global economy probably hasn’t seen since the financial crisis of 2008-2009ā€. While the impact on the
global economy and discretionary demand for leisure travel is not clear yet, he believes that Emirates and the industry can weather
the storm. ā€œBusiness models like Emirates, given the international scope of what it does, the strength of what it does, will be able to
ride this particular waveā€, he said.
Sustainability
When Emirates ferried its first A350 from Toulouse (France) to Dubai in November 2024 it took the opportunity to power the engines
with a blend of jet fuel and SAF. This is the most recent example of the airline’s commitment to advanced fuel solutions, which also
includes a USD200 million commitment the airline has made in 2023 to fund research and development projects focussed on reducing
the impact of fossil fuels in commercial aviation.
The Emirates Group, comprising of Emirates Airline and aviation services provider dnata, has partnered with Moro Hub, reportedly
the world’s largest solar-powered data centre. Starting from mid-2026, the Emirates Group plans to relocate its own data centre to
Moro Hub. Moro Hub will offer extensive co-location services including rack space, power, cooling, equipment supply, and other
associated services. Procuring the 3,000 megawatts annually required to power the Group’s data centre from renewable sources will
help to reduce the environmental footprint.
Source: AeroTelegraph, Cirium, CNBC, Emirates, Reuters
13
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGER’S REPORT (continued)
4. Aircraft – A380
According to Cirium, as of the end of March 2025 the global A380 fleet consisted of 201 aircraft operated by 12 airlines. Of these, 171
were in service. The remainder of the fleet is currently parked. The 12 operators are Emirates (118), Singapore Airlines (13), British
Airways (12), Etihad Airways (10), Qantas (10), Qatar Airways (10), Deutsche Lufthansa (8), Korean Air Lines (7), Asiana Airlines (6),
Air France (3), All Nippon Airways (3) and HiFly Malta/Global Airlines (1). Another 18 aircraft are registered with non-airline entities.
Korean Air revealed plans to prolong the service of its A380 beyond its originally planned retirement in 2026. Due to delays in the
delivery of new aircraft the carrier will phase out its A380s and Boeing 747-8s only once the replacement aircraft have arrived.
After nearly three years on the ground, the first prototype of the A380 has returned to the skies. In March 2025 Airbus kicked off a
series of test flights to ā€œenable the certification of the latest developments that keep the A380 in-service fleet flying at the highest
of safety and reliability standardsā€, according to a social media account of Airbus.
Source: CH Aviation, Cirium
14
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS
As at 31 March 2025, the Company had four Directors, all of whom were independent and non-executive.
Andreas Tautscher - Chair of the Company and of the Management Engagement Committee
Andreas Tautscher brings over 34 years’ financial services experience. He is also a non-executive director of Globalworth PLC which is
an AIM listed Central European property Group. Andreas has been appointed as Chairman of Real Estate Credit Investments Limited
a company listed on the Main Market of the LSE. He is an independent director of Northern Trust Guernsey Limited and a number of
private investment companies. Andreas is a director of Arolla Partners, an independent director services business in the Channel
Islands. From 1994 to 2018 Andreas held various roles at Deutsche Bank and was CEO of Deutsche Bank International and Head of
Financial Intermediaries for EMEA and LATAM. He was previously a non-executive director of the Virgin Group. Andreas qualified as a
Chartered Accountant in 1994.
Andreas stepped down as Chair of the Company’s Nomination Committee with effect from 11 October 2023, as part of the Company’s
succession plan. He is resident in Guernsey.
Geoffrey Hall
Geoffrey Hall has extensive experience in asset management, having previously been Chief Investment Officer of Allianz Insurance
plc, a major UK general insurance company and an investment manager at HSBC Asset Management, County Investment Management
and British Railways Pension Funds and a director of Capital Wharf Management Company Limited.
Geoffrey earned his master’s degree in Geography at the University of London and is an associate of the CFA Society of the UK. He is
resident in the UK.
Fiona Le Poidevin - Chair of the AR Committee
A Chartered Director, Fellow of the Institute of Directors and Chartered Accountant (FCA), Fiona is a non-executive director with
over 27 years’ experience working in financial services in both London and the Channel Islands with experience in accounting, tax,
strategy, marketing, PR and the regulatory and listed company environments. She is also a member of the AICī€œChannel Islands
Committee.
Until the end of July 2020, Fiona was CEO of The International Stock Exchange Group Limited and prior to that she was CEO of
Guernsey Finance, the promotional body for Guernsey’s finance industry internationally. Previously she was an auditor and latterly
tax adviser at PwC (London and Channel Islands) and KPMG (Channel Islands) for over 13 years. Fiona is resident in Guernsey.
Theresa Oldham – Chair of the Nomination Committee
Theresa has over 30 years’ experience in the aircraft finance and leasing industry. Having trained and spent her early career as a
solicitor in the City of London, Theresa moved into the industry where she held a number of senior positions, most recently and until
2019, as Group Director of Aircraft Finance and Leasing for Thomas Cook Group plc where she was responsible for all related activities
for the Group’s international fleet of aircraft. Theresa is Chair of the Company’s Nomination Committee.
Since 2020, Theresa has been providing aviation consultancy services and maintains a practicing certificate as a solicitor in England
and Wales. She is resident in the UK.
15
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
SERVICE PROVIDERS
Management and the Delegation of Functions
The Directors, whose details are set out on page 14 are responsible for reviewing the business affairs of the Group in accordance
with the Articles and have overall responsibility for the Group’s activities including all business decisions, review of performance
and authorisation of distributions. The Company has delegated management of the Group’s Aircraft to Amedeo, which is a company
incorporated in Ireland. Further details are outlined below under the heading Asset Manager. The Board has appointed Nimrod,
which is authorised by the FCA, to act as the Corporate and Shareholder Adviser of the Company. The Directors delegate secretarial
and administrative functions to JTC which is a company incorporated in Guernsey and licenced by the GFSC for the provision of
administration services. The registrar function is delegated to the Registrar, which is licensed and regulated by the GFSC.
Asset Manager and Lease and Debt Arranger
Amedeo was appointed by the Company, pursuant to the Agency Agreement, to assist the Group and act as the Group’s agent, in
relation to the arrangement, negotiation, review, approval, execution and management on behalf of the Group of the acquisition of
the Assets, the borrowings of the Group relating to the acquisition of the Assets and the operating Leases.
Amedeo has also been appointed by the Company to provide asset management services to the Group. Pursuant to the Asset
Management Agreement, Amedeo will: (i) monitor Emirates’ and any subsequent Lessees’ performance of its obligations under the
respective operating Leases and any subsequent lease respectively (which shall include the obligations relating to the maintenance
of insurance cover); (ii) provide the Group with information regarding alternatives with respect to any potential sale or re-lease of
the Assets; (iii) carry out mid-lease inspections of the Assets; (iv) provide the Group with asset monitoring reports describing the
state and any material changes to the state of the Assets; and (v) liaise, as and when necessary, with lenders, on all matters relating
to the loans, as required. Amedeo has further undertaken that it will dedicate sufficient time and resources as it reasonably believes
is required from time to time to fulfil any contractual arrangements it enters into with the Company.
Amedeo is a subsidiary of Amedeo Capital Limited, a Cayman company engaged in the business of aircraft operating leasing and
management.
Amedeo is a recognised aircraft asset manager and principal investor in leasing transactions to customer airlines globally. The aircraft
portfolio currently managed by the Amedeo Group, includes twenty aircraft. The value of assets under management is c. USD2 billion,
which includes commercial airliners A380, A350, A330 and Boeing 777. Amedeo is a member of ISTAT.
For further information about the Amedeo Group, please visit www.amedeo.aero.
Corporate and Shareholder Adviser
Nimrod, which is authorised by the FCA, has been appointed as the Corporate and Shareholder Adviser by the Company.
Nimrod was founded in 2008 as an independent organisation which specialises in generating and sourcing interesting investment
funds, themes and solutions managed by experts in their fields for the professional investor marketplace. It has launched nine
listed investment companies since its formation and it also provides investment, marketing, distribution and advisory services to
investment companies and their boards and managers.
For further information about the Nimrod, please visit www.nimrodcapital.com.
Secretary & Administrator
JTC is an independent provider of institutional and private client services to clients in numerous jurisdictions and is a member of the
JTC Group. For further information about the JTC Group, please visit www.jtcgroup.com.
JTC is a Guernsey incorporated company and provides administration and secretarial services to the Group pursuant to an
Administration and Secretarial Agreement. In such capacity, JTC is responsible for the general secretarial functions required by the
Law and assists the Group in its compliance with its continuing legal and regulatory obligations, as well as providing advice on good
corporate governance and best practice for a publicly traded company.
16
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
SERVICE PROVIDERS (continued)
JTC is also responsible for the Group’s general administrative functions and for the preparation of unaudited half-yearly and audited
annual financial reports, subject to the direction and oversight of the Board.
Registrar
The Registrar is the Company’s CREST compliant registrar. The Registrar is responsible for the maintenance of the Company’s Share
register and for the processing of dividend payments and stock transfers. The Registrar is licensed and regulated by the GFSC and
further information about Registrar may be found at www.jtcgroup.com.
Review
The Board keeps under review the performance of the Asset Manager, Corporate and Shareholder Adviser, Secretary, Administrator
and the Registrar and the powers delegated to each service provider. In the opinion of the Board, the continuing appointments of the
service providers on the terms agreed are in the interests of the Company’s Shareholders as a whole.
A full list of the Company’s service providers is set out on page 71.
17
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION
A description of important events which have occurred during the financial year under review, their impact on the performance of the
Group as shown in the Annual Financial Report and Consolidated Financial Statements and a description of the principal risks and
uncertainties facing the Group is given in the Chair’s Statement, Asset Manager’s Report, Statement of Principal Risks and the Notes
to the Consolidated Financial Statements contained on pages 51 to 70 and are incorporated here by reference.
There were no material related party transactions which took place in the financial year, other than those disclosed at note 21 to the
Consolidated Financial Statements.
Principal Risks and Uncertainties
The Board has undertaken a robust assessment of the principal severe but plausible principal risks facing the Group and have
undertaken a detailed review of the effectiveness of the risk management and internal control systems. The Board is comfortable that
the risks are being appropriately monitored and controlled since it receives regular risk reports from the AR committee concerning its
analysis of the risks facing the Group and of the effectiveness of the countervailing measures in place to control those risks.
The risks set out below are those which are considered to be the material risks but are not the only risks. Additional risks and
uncertainties of which the Group is presently unaware or that the Group currently believes are immaterial may also adversely affect
its business, financial condition, results of operations or the value of the Shares.
In prior years, the Group’s disclosed risks included borrowings and financing risk, secondary market risk, aircraft preservation risk
and valuation risk. These risks are no longer considered relevant due to the full repayment of all Group debt, the agreement for the
sale of all Aircraft to Emirates and the fact that residual value and the impairment assessment are now based on the agreed net sale
prices rather than secondary market valuations. The Group’s current principal risks therefore focus on operational, investment, credit
and regulatory matters relating to the wind-down and completion of the sale process.
The principal risks associated with the Group are:
• Operational risk: The Board is ultimately responsible for all operational facets of performance including cash management,
asset management, regulatory and listing obligations. The Group has no employees and so enters into a series of contracts/legal
agreements with a series of service providers to ensure both operational performance and the regulatory obligations are met.
This risk has been mitigated by the Group using well established, reputable and experienced service providers. The Management
Engagement Committee annually reviews performance of all service providers. Evaluations are documented and areas for
improvement are monitored. Where relevant, service providers provide copies of their control reports.
• Investment risk: There are a number of risks associated with the Group’s Assets in relation to the occurrence of technical faults
with the Assets or actions by third parties causing both damage to the Assets and also damaging the demand for global air travel.
This risk has been mitigated by the Lessee’s contractual responsibility to insure, repair and maintain the Aircraft for the duration
of the Leases.
There are further risks associated with the expiry of the Lease agreements. This risk has been mitigated through the appointment
of an Asset Manager who is responsible for negotiating the end of Lease process in the best interests of the Company and in
compliance with the agreed Lease contracts. The Asset Manager is responsible for planning, understanding the costs involved
in long term storage and ensuring the Company has sufficient funds available to cover these costs. The Asset Manager further
performs regular checks on the Aircraft owned by the Company and updates the Board of any material developments.
Further to the recently agreed sale of the Assets to Emirates, the Board anticipates that these risks are expected to diminish
significantly as the Group transitions to wind-down and liquidation.
• Credit risk: Emirates is the sole Lessee of the Assets and is headquartered in the Middle East. Should Emirates default on the
rental payments due to domestic events, events in the wider airline industry or other reasons it is unlikely the Company will
be able to meet its targeted dividends or, in the case of ongoing default, continue as a going concern. Historically, the risk of
default was mitigated by the ability of the Group to sell or re-lease the Assets in the event of a single default, together with
the financial position of Emirates. However, this could be impacted by market conditions at the time. The Board monitors the
18
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION (continued)
financial performance of Emirates on an ongoing basis. At the date of signing of this report, a sale in principle of all four Assets
to Emirates has been agreed, further mitigating residual credit risk.
Following the sale of the Assets, the Company is exposed to credit risk in respect of the significant cash proceeds held prior to their
return to Shareholders. To mitigate this risk, the Board has adopted a prudent treasury policy that includes diversifying holdings
across multiple financial institutions and limiting exposure to any single bank. Cash balances are held only with counterparties
that meet minimum credit rating thresholds, as assessed by independent rating agencies and are regularly reviewed by the Board
to ensure continued compliance with the policy.
• Regulatory risk: The Group is required to comply with the DTRs of the FCA and the requirements imposed by the Law and any
other legislation and regulations as applicable. Any failure to comply could lead to criminal or civil proceedings. Although
responsibility ultimately lies with the Board, the Board is assisted by the Secretary which also monitors compliance with
regulatory requirements. The Board remains committed to meeting all regulatory requirements through the completion of the
sale transactions and during the wind-down and liquidation phase.
Emerging Risks
The Board has developed and continues to maintain a risk matrix for the Group which is reviewed regularly. The Board continually
monitors emerging risk areas relevant to the performance of the Group including those that would threaten its business model, future
performance, solvency and liquidity on an ongoing basis. The Board receives from the Company’s Asset Manager quarterly reporting
confirming the Asset Manager’s obligations and highlighting key issues and risks to be brought to the Group’s attention.
Additional risks and uncertainties of which the Board is presently unaware may also adversely affect its business, financial condition,
results of operations or the value of shares. Further, financial risk management objectives and policies have been disclosed in note
18 to the Consolidated Financial Statements.
Data Protection
The Company has implemented measures designed to ensure its compliance with the EU General Data Protection Regulation (EU)
2016/679 and associated legislation in Guernsey. The Company has also issued a privacy notice explaining the data it holds, how the
data is used and its procedures for processing this data. This notice is available for review on request from the Secretary.
Going Concern
During the reporting period ended 31 March 2025, the Group’s principal activity was the leasing of four Aircraft to Emirates. All
lease payments were received from Emirates in accordance with contractual terms and the Group maintained sufficient liquidity to
meet all operational and financial obligations throughout the period. The Group’s principal activities are set out within note 1 to the
Consolidated Financial Statements. The financial position of the Group is set out on page 48.
As announced on 11 July 2025, the Group and Emirates reached an agreement that the Group will sell the four Assets to Emirates.
The date of the sales are expected to be the Lease End Dates for MSNs 132,134 and 136 (being 29 August 2025, 29ī€œOctober 2025 and
14ī€œNovember 2025 respectively) and 27 August 2025 for MSN 133.
Until the Lease End Date and (27 August 2025 for MSN 133), it is expected that the operating Leases will continue as contracted.
The date of title transfer for MSN 133 has been agreed to facilitate required maintenance scheduled to take place outside of Dubai.
The total aggregate consideration to be paid by Emirates to the Group is GBP131.91 million for the four Assets (equivalent to
approximately USD180 million in total).
Following receipt of all sale proceeds and settlement of all liabilities and costs, the Board intends to distribute the net proceeds
to Shareholders, net of any liquidation and other costs and assuming successful completion and no further or unexpected costs or
events, as soon as possible following the last Lease End Date and effect a solvent voluntary liquidation.
19
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION (continued)
Following the completion of the sale of all the Group’s Aircraft to Emirates and in accordance with the Articles of Association, the
Directors intend to proceed to an orderly wind-up of the Group. Accordingly, the Group no longer meets the definition of a going
concern (i.e. an entity which will continue its operations for the foreseeable future).
After having considered the above, the Directors have concluded that it is appropriate to prepare the Consolidated Financial
Statements on a basis other than going concern.
Under a basis other than going concern, the Aircraft is measured at NRV, based on conditions existing at the end of the reporting
period. NRV is defined as the sales proceeds less sales related costs. All other assets and liabilities have been assessed as not
materially different to the amortised cost as disclosed in the corresponding accounting policies set out in note 2 to the Consolidated
Financial Statements.
Assets and liabilities have been reclassified from non-current to current. ā€˜Property, Plant and Equipment – Aircraft’ has been
reclassified from non-current to current, due to the agreed sales of the Aircraft to Emirates. The sales are expected to be completed
within 12 months post year end.
Notwithstanding the determination that it is appropriate to prepare the Consolidated Financial Statements on a basis other than
going concern, the Directors consider that the Group remains solvent and is able to meet its liabilities as they fall due.
In considering the Group’s solvency and ability to meet liabilities as they fall due until the completion of the liquidation process, the
Directors have reviewed all available information, including post-transaction balances, forecast liabilities, wind-up costs and have
assessed that the Group remains solvent on a distribution basis and able to meet all its financial obligations up to and through the
completion of the voluntary liquidation.
Viability Statement
In accordance with Provision 31 of the Code, the Directors of the Group have considered the prospects of the Group over the period
from the present until at least 31 July 2026, a period of not less than twelve months from the date of approval of the Annual Financial
Report and Consolidated Financial Statements in July 2025. In choosing the period of viability for the Group the Board has considered
the agreed transfer of each Asset of the Group to Emirates the prospect of Emirates performing its obligations in line with the Leases
until the end of the Leases and the anticipated wind-up of the Company post the lease expiries.
The Board, in assessing the viability of the Group, has paid particular attention to the principal and emerging risks faced by the Group
as disclosed in the Key Information section and the notes to the Consolidated Financial Statements, reviewing on an ongoing basis
the risks faced and ensuring continued appropriateness throughout the period.
The Directors, with the support of its Asset Manager, believe it is reasonable to assume that, as of the date of approval of the Annual
Financial Report and Consolidated Financial Statements all anticipated payments will be received (including lease rental payments
and Lease-end consideration) due to the following:
— Emirates continues to be a going concern as at the date of the Lessee’s latest signed annual financial report for the financial year
ended on 31 March 2025.
— During the last financial year, Emirates increased its overall capacity, measured in ATKs by 4% to 60.0 billion, recovering to
near pre-Pandemic levels, while recording a PLF of 78.9%, a marginal decline from 79.9% last year. The number of passengers
increased by 3% compared to the year before to 53.7 million, while the airline’s capacity for passenger services, measured in
ASKs, increased by 4% compared to the previous year.
— Emirates reported its most profitable year with a net profit before tax of AED21.2 billion (USD5.8 billion), a nearly 20%
improvement on its previous year’s record result and despite currency fluctuations which negatively impacted the airline’s
profitability by AED718 million (USD196 million).
20
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION (continued)
— As at the year end 31 March 2025, Emirates had AED49.7 billion (USD13.5 billion) in cash assets, an increase of 16% from the
previous year.
— Emirates’ Credit Default Swap is trading at its multi-year average, indicating a low default risk.
— As of the date of the Consolidated Financial Statements, the Board is not aware of a formal request to the Group for a lease
deferral or any other efforts that would result in the restructuring of the existing transaction. Emirates has paid all the lease
rentals to the Group in a timely manner.
— The Company has agreed all Lease-end conditions with Emirates.
The Group retains sufficient cash to cover the forecasted operating costs of the Group until the termination date of the Leases in
2025, and in the subsequent period between the termination of the Leases (or sale of the Assets, where earlier) and the intended
liquidation of the Company.
The Directors believe that their assessment of the viability of the Group over the period chosen is sufficiently robust and encompasses
the risks which would threaten the business model, future performance, solvency or liquidity of the Group.
As a result of their review, the Directors of the Company have a reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due until 31 July 2026. The Directors anticipate that monies will be returned to
Shareholders and the Company will be put into liquidation before this date, absent any unforeseen circumstances.
21
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT
The Directors present their Annual Financial Report and Consolidated Financial Statements 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 the activities of the Group in the year under review is given in the Chair’s Statement and
the Asset Manager’s Report on pages 7 to 8 and 9 to 13, respectively. A description of the principal risks and uncertainties facing the
Group, together with an indication of important events that have occurred since the end of the financial year and are likely to affect
the Group’s future development are included in the Company Overview, the Chairman’s Statement, Asset Manager’s Report, this
Directors’ Report, the Principal Risks and Uncertainties on pages 5 to 31.
Status
The Company is a Guernsey domiciled company, the Shares of which are admitted to trading on the SFS. Its registered number is
54908. The Company operates in accordance with the Law.
Results and Dividends
The results of the Group for the financial year are set out on page 47.
The Company declared dividends during the financial year under review as follows:
Quarter End
Announcement
Date Payment Date
Dividend per
Share (pence)
31 March 2024 11 April 2024 30 April 2024 2.0625
30 June 2024 11 July 2024 31 July 2024 2.0625
30 September 2024 15 October 2024 31 October 2024 2.0625
31 December 2024 14 January 2025 31 January 2025 2.0625
The Company declared the following dividends after the financial year end:
Announcement Date Payment Date
Dividend per
Share (pence)
10 April 2025 30 April 2025 2.0625
10 July 2025 31 July 2025
(expected
payment date)
2.0625
The Company aims to continue to pay quarterly dividends of 2.0625 pence per Share, in line with the distribution policy. There is no
guarantee that any future dividends will be paid. However, it is anticipated that quarterly distributions will continue until the October
2025 dividend, which is expected to be the last dividend paid by the Company.
The Board considers the timely receipt of rental income from Emirates, the Group’s sole Lessee, to be the principal financial key
performance indicators for the Period. As aircraft leasing is the Group’s sole principal activity, regular collection of contracted lease
payments is the critical factor in assessing the Company’s performance and its ability to meet dividend and other obligations. All
lease payments due from Emirates during the reporting period have been received in full and on time, supporting the dividend
distributions and ongoing operations.
The Asset Manager’s Report included in this Annual Financial Report provides Emirates’ key financial performance indicators. These
are referenced to give context to the prospects for continued lease receipts and to support the assessment of Emirates’ ongoing
22
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
financial strength. The Board reviews such information as part of its ongoing oversight of the Group’s performance and principal
risks. Further detail on principal risks can be found on pages 17 to 18.
Directors
The Directors in office are shown on page 14 and all Directors remain in office as at the date of signing of this Annual Financial Report
and Consolidated Financial Statements. Further details of the Directors’ responsibilities are given on page 25.
No Director has a contract of service with the Company, nor are any such contracts proposed.
The following interests in Shares of the Company are held by persons discharging directorial responsibility and their persons closely
associated:
Number of Shares
held
as at 31
March 2025
Number of
Shares held
as at 23 July
2025
Geoffrey Hall 90,000 90,000
Fiona Le Poidevin – –
Andreas Tautscher 16,279 16,279
Theresa Oldham – –
Other than the above shareholdings, none of the Directors nor any persons connected with them had a material interest in any of the
Group’s transactions, arrangements or agreements during the year and none of the Directors have or have had any interest in any
transaction which is or was unusual in its nature or conditions or significant to the business of the Group and which was effected by
the Group during the reporting year.
At the financial year end and as at the date of this report, there are no outstanding loans or guarantees between the Group and any
Director.
There were no material related party transactions which took place in the financial year, other than those disclosed in this report and
at note 21 to the Consolidated Financial Statements.
Substantial Controllers of Voting Rights
As of 4 July 2025, the following Shareholders had notified the Company that they held or controlled 5% or more of the total voting
rights of the Company in issue:
Name
% of Total
Voting Rights
Number of
Shares*
Elliott Investment Management, L.P 14.08% 30,981,000
Schroders Plc 5.80% 12,767,100
East Riding of Yorkshire Council 5.45% 12,000,000
Quilter Cheviot Limited (trading as Quilter Cheviot) 5.09% 11,207,020
Legal & General Group Plc 5.00% 11,000,000
*Number of shares as notified directly to the Board or as communicated by Shareholders via TR1 notifications.
23
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
Corporate Governance
Statement of Compliance with the Code, as published in January 2024
As a Guernsey incorporated company and under the DTRs, the Company was not required to comply with the Code for the reporting
period. The Company has, however, voluntarily committed to comply with the Code or explain any departure. A copy of the Code
is available for download from the FRC’s website (www.frc.org.uk). The Company considers the disclosures made are sufficient to
comply with the Code.
Having reviewed the Code, the Board considers that it has maintained procedures during the year to ensure that it has complied with
the Code, other than where identified below:
(i) Provision 2: The board should assess and monitor culture.
Provision 5: The board should understand the views of the company’s other key stakeholders and describe in the annual report
how their interests and the matters set out in section 172 of the Companies Act 2006 have been considered in board discussions
and decision-making. The board should keep engagement mechanisms under review so that they remain effective.
For engagement with the workforce, one or a combination of the following methods should be used:
• a director appointed from the workforce;
• a formal workforce advisory panel;
• a designated non-executive director.
Provision 6: There should be a means for the workforce to raise concerns in confidence and – if they wish – anonymously.
Company Response: Although the Company does not have employees, the Board recognises that it, together with the service
providers of the Company, contributes to the overall culture of the Company. As a Guernsey incorporated company, the Board’s
election to comply with section 172 is voluntary. Therefore, the Board assesses and monitors this culture. It also explores
effective engagement mechanisms for key stakeholders.
(ii) Provision 10: The board should identify in the annual report each non-executive director it considers to be independent.
Circumstances which are likely to impair, or could appear to impair, a non-executive director’s independence include, but are
not limited to, whether a director:
• has, or has had within the last three years, a material business relationship with the company, either directly or as a partner,
shareholder, director or senior employee of a body that has such a relationship with the company;
• holds cross-directorships or has significant links with other directors through involvement in other companies or bodies;
• has served on the board for more than nine years from the date of their first appointment.
Where any of these or other relevant circumstances apply, and the board nonetheless considers that the non-executive director
is independent, a clear explanation should be provided.
Company Response: The Board considers the Directors to be independent.
Geoffrey Hall has been a member of the Board since the incorporation of the Company in March 2012. He has therefore served
on the Board for more than nine years and could now be viewed as no longer independent. However, in light of the Group’s
Assets each having a fixed lease term of 12 years (ending at different times) the Board remains of the opinion that continuity is
paramount in the final years of the Company’s life and that Geoffrey continues to provide an excellent degree of independent
consideration.
24
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
Provision 12: The Board should appoint one of the independent non-executive directors to be the senior independent director to
provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders. Led by the senior
independent director, the non-executive directors should meet without the chair present at least annually to appraise the chair’s
performance, and on other occasions as necessary.
Company Response: The Board have formed the view that, given the size of the Board and the current stage of the Company’s life,
such an appointment is not considered necessary.
(iii) Provision 9: The chair should be independent on appointment when assessed against the circumstances set out in Provision 10.
The roles of chair and chief executive should not be exercised by the same individual.
Company Response: The Chair was and remains a non-executive Director of the Company following his appointment as Chair of
the Company. There is no chief executive position.
(iv) Provision 13: Non-executive directors have a prime role in appointing and removing executive directors. Non-executive
directors should scrutinise and hold to account the performance of management and individual executive directors against
agreed performance objectives. The chair should hold meetings with the non-executive directors without the executive directors
present.
Provision 32: The board should establish a remuneration committee of independent non-executive directors, with a minimum
membership of three, or in the case of smaller companies, two.
Provision 33: The remuneration committee should have delegated responsibility for determining the policy for executive director
remuneration and setting remuneration for the chair, executive directors and senior management.
Provision 35: Where a remuneration consultant is appointed, this should be the responsibility of the remuneration committee.
Provision 41: There should be a description of the work of the remuneration committee in the annual report.
Company Response: The Company has no executive Directors, senior management or employees. It does not have a remuneration
committee given the small size of the exclusively non-executive and independent Board but has established a Nomination
Committee where the remuneration of the Board is considered. Remuneration provision is set out in this Directors’ Report.
(v) Provision 38: The annual financial report on remuneration should include a description of its malus and clawback provisions,
including: the circumstances in which malus and clawback provisions could be used; a description of the period for malus and
clawback and why the selected period is best suited to the organisation; and whether the provisions were used in the last
reporting period. If so, a clear explanation of the reason should be provided in the annual financial report.
Company Response: The Company does not operate any performance-based remuneration or long-term incentive plans for
directors. Directors receive fixed fees only. Accordingly, malus and clawback provisions are not applicable to the Company. Where
any issues of malfeasance or underperformance arise, these would be addressed by the Board through performance management
measures or by seeking the resignation of the director concerned, rather than through malus or clawback arrangements.
Board Evaluation
The Board is committed to ensuring that on an annual basis the strengths of the Board are recognised, and any weaknesses are
addressed.ī€œEach Director has undertaken to engage with the evaluation process and take appropriate action when development
needs have been identified. An external facilitation of the performance evaluation is considered by the Chair of the Nomination
Committee on an annual basis.
During the year, the Board commissioned Aspida Advisory Services Limited to evaluate the effectiveness of the Board and the Board
Committees. Aspida reviewed Board and Committee papers, interviewed the Board members, and other relevant key service providers
25
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
and attended a Board meeting. Aspida commented that the Board and Committees functioned well and effectively. No material
findings were identified by Aspida in its post year-end review, with some minor recommendations that the Board has considered.
Board Responsibilities
The Board is currently comprised of four Directors, and their biographies appear on page 14 demonstrating the wide range of skills
and experience they each bring to the Board. All the Directors are non-executive and independent, with Mr Tautscher acting as Chair.
The other significant commitments of the current Chair are detailed in his biography on page 14. The Board was satisfied during the
year and remains satisfied that the Chair’s other commitments do not interfere with the day-to-day performance of his duties to the
Company and that he has the commitment and time to make himself available at short notice should the need arise.
The Nomination Committee regularly reviews the balance, knowledge and effectiveness of the Board, to identify if any additional
experience or skills are needed and to ensure that the current Directors have sufficient available time to undertake the tasks required
and remain independent. The Directors are able and encouraged to provide statements to the Board of their concerns and ensure
that any items of concern are recorded in the Board minutes. When undertaking a search for a new director the Board is mindful of
diversity and meritocracy.
In accordance with the Articles and as approved by the Shareholders at the AGM of the Company held on 5 December 2024 the
Directors shall determine the Directors’ fees payable provided that the aggregate amount of such fees paid in respect of services
rendered to the Company shall not exceed £250,000 per annum. All Directors receive an annual fee and there are no share options or
other performance related benefits available to them.
Following a review, the annual fees of each Director were increased to reflect market rates and are as follows:
Director Fees
per annum*
Additional Fees
per annum
Total
per annum
Theresa Oldham £53,760 £ - £53,760
Geoffrey Hall £53,760 £ - £53,760
Fiona Le Poidevin £53,760 £10,080 ** £63,840
Andreas Tautscher £53,760 £12,320*** £66,080
* Annual director fees increased from £30,000.00 per annum to £53,760.00 per annum effective 1 January 2025.
** Annual additional fee due to AR Committee Chair increased from £4,500.00 per annum to £10,080.00 per annum effective 1 January 2025.
*** Annual additional fee due to the Chair of the Company increased from £7,000.00 to £12,320.00 effective 1 January 2025.
The Board usually meets in Guernsey at least four times per year to consider the business and affairs of the Company, at which
meetings the Directors review the Group’s Assets and all other important issues to ensure control is maintained. The Directors hold
a Dividend Committee meeting in Guernsey each quarter to consider and, if thought suitable, approve the payment of a dividend in
accordance with the Company’s distribution policy.
Between these scheduled meetings the Board keeps in regular contact by email and telephone as well as meeting to consider specific
matters of a transactional nature. During the reporting period, there was considerable additional engagement among the Directors
to support the negotiation of the sale of the Assets. Additionally, the Directors may hold strategy meetings with its relevant advisors
as appropriate.
The Directors are kept fully informed by the Asset Manager and Secretary of all matters that are relevant to the business of the Group
and should be brought to the attention of the Directors and/or the Shareholders. All Directors have direct access to the Secretary who
is responsible for ensuring that Board procedures are followed and that there are effective information flows both within the Board
and between the committees and the Board.
26
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
The Directors also have access to the advice and services of the Asset Manager and Corporate and Shareholder Adviser and may also,
in the furtherance of their duties, take independent professional advice at the Company’s expense.
During the year the number of full Board meetings and committee meetings attended by the Directors were as follows:
Director Board Meetings
Audit and Risk
Committee
Meetings
Nomination
Committee
Meetings
Management
Engagement
Committee
Meetings
Dividend
Committee
Meetings*
Geoffrey Hall 6 of 7 4 of 5 3 of 3 2 of 2 3 of 4
Fiona Le Poidevin 7 of 7 5 of 5 3 of 3 2 of 2 3 of 4
Andreas Tautscher 7 of 7 N/A 3 of 3 2 of 2 4 of 4
Theresa Oldham 7 of 7 5 of 5 3 of 3 2 of 2 4 of 4
*Refer to page 27 for the composition and function of the Dividend Committee.
Audit and Risk Committee
Mr Hall, Mrs Le Poidevin and Miss Oldham are all members of the AR Committee, with Mrs Le Poidevin acting as Chair. The AR Committee
has regard to the Guidance on Audit Committees published by the FRC, most recently updated in May 2024, the Audit Committees and
the External Audit: Minimum Standard (May 2023) and the relevant provisions of the UK Corporate Governance Code (as published
in January 2024). The AR Committee examines the effectiveness of the Group’s and its service providers’ internal control systems as
appropriate, the annual and half-yearly reports and Consolidated Financial Statements, the auditor’s remuneration and engagement,
as well as the auditor’s independence and any non-audit services provided by them, according to the latest standards and guidelines.
The AR Committee considers the nature, scope and results of the auditor’s work and reviews annually prior to providing a recommendation
to the Board on the re-appointment or removal of the auditor. When evaluating the external auditor the ARī€œCommittee has regard
to a variety of criteria including industry experience, independence, reasonableness of audit plan, ability to deliver constructive
criticism, effectiveness of communication with the Board and the Group’s service providers, quality control procedures, effectiveness
of audit process and added value beyond assurance in audit opinion.
Auditor independence is maintained by restricting non-audit services to specific, audit-related tasks within defined categories. In
adherence of the FRC’s updated Ethical and Auditing Standards, no non-audit services were provided by Grant Thornton to the Group
during the Period. All engagements with the auditor require pre-approval from the AR Committee and are fully disclosed in the annual
financial report for the relevant period. In accordance with the FRC Ethical Standard and relevant regulations, a new lead audit
engagement partner is appointed at least every five years to ensure auditor independence, and the AR Committee ensures that the
auditor has appropriate internal mechanisms to maintain independence.
The AR Committee usually meets in Guernsey at least twice per year, shortly before the Board meets to consider the Group’s half-
yearly and annual financial reports, and reports to the Board with its deliberations and recommendations and also holds annual
planning and final meetings with the auditor. In addition, the Board also meets during the audit process with the auditors to discuss
issues relating to the residual values of the Assets. The AR Committee operates within clearly defined terms of reference based on The
Chartered Governance Institute UK & Ireland recommended terms and provides a forum through which the Group’s external auditor
report to the Board.
The AR Committee can request information from the Group’s service providers with the majority of information being directly sourced
from the Asset Manager, the Secretary, the Administrator and the external auditor. The terms of reference of the AR Committee are
available on the Company’s website and on request from the Secretary.
Each year the Board examines the AR Committee’s performance and effectiveness and ensures that its tasks and processes remain
appropriate. Key areas covered included the clarity of the AR Committee’s role and responsibilities, the balance of skills among its
members and the effectiveness of reporting its work to the Board. The Board is satisfied that all members of the AR Committee have
27
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
relevant financial experience and knowledge and ensure that such knowledge remains up to date. Overall, the Board considers that
the AR Committee has the right composition in terms of expertise and has effectively undertaken its activities and reported them to
the Board during the year under review.
During the financial year the AR Committee met five times. The AR Committee considered the annual financial report for the year
ended 31 March 2024 and the half-yearly financial report for the period ended 30 September 2024. The AR Committee also met in
March 2025, with the external auditor in attendance, to approve the 2025 audit plan and to consider the Company’s Business Risk
Matrix. The AR Committee also undertook a review of the Company’s auditor during the year.
Dividend Committee
The Dividend Committee consists of any one or more director, who has been given full power and authority to consider and, if
thought suitable, declare and approve the payment of a dividend in accordance with the Company’s distribution policy, provided all
Directors had been provided with prior notice of the proposal to declare each dividend and no director had raised any objection to the
declaration of each dividend. In practice, a majority of Directors of the Board are usually present.
Nomination Committee
The Nomination Committee consists of all Directors of the Company, with Miss Oldham acting as Chair of the committee.
The functions of the Nomination Committee include to regularly review the structure, size and composition of the Board (including the
skills, knowledge, experience, diversity and how effectively members work together to achieve objectives) and make recommendations
to the Board with regard to any changes, and to perform a formal and rigorous performance evaluation of the Board, its committees,
the Chair and individual Directors, including the consideration of having a regular externally facilitated Board evaluation. A full
description of the Board evaluation is included on pages 24 and 25 above.
During the financial year the Nomination Committee met three times, to consider the composition of the Board and to undertake
the annual performance evaluation of the Board and its committees. The Nomination Committee is responsible for identifying and
nominating for the approval of the Board candidates to fill Board vacancies as and when they arise. Prior to any appointment made
by the Board, the Nomination Committee will evaluate the balance of skills, knowledge, experience and diversity on the Board, and,
in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying
suitable candidates the Nomination Committee shall:
• generally use open advertising or the services of external advisers to facilitate the search, unless there is a valid reason for not
doing so in which case justification for this decision would be disclosed;
• consider candidates from a wide range of backgrounds; and
• consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board,
including gender, taking care that appointees have enough time available to devote to the position.
The Nomination Committee prepares a job specification for the appointment of a director, including the time commitment expected.
A proposed director’s other significant commitments should be disclosed to the Board before their appointment and any significant
changes to the director’s commitments should be reported to the Board as they arise.
Prior to the appointment of a director, the Nomination Committee requires any proposed appointee to disclose any other business
interests that may result in a conflict of interest.
The Nomination Committee ensures that, on appointment to the Board, a new non-executive director receives a formal letter of
appointment, setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside
Board meetings.
28
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
Succession planning is performed based on the results of the Nomination Committee’s evaluation of the structure, size and
composition of the Board as well as the results of the Board evaluation. In giving full consideration to succession planning for
Directors, the Nomination Committee takes into account the challenges and opportunities facing the Company and the skills and
expertise needed on the Board in the future. The Nomination Committee keeps under review the leadership needs of the Company
with a view to ensuring the continued ability of the Company to operate effectively in the marketplace. The Board has a succession
plan in place which commenced with the appointment of Mr Tautscher in August 2019, continuing with the appointment of Mrs Le
Poidevin in March 2022 and with the more recent appointment of Miss Oldham in April 2023. These new Directors have brought a
diverse set of skills and knowledge to the Board from their prior experience and the appointments of Mrs Le Poidevin and Miss Oldham
demonstrate the Board’s commitment to gender diversity and diversity of mind. An internal Board Evaluation was carried out during
the year.
During the financial year, the Nomination Committee undertook a review of the Board’s skills and training needs, identifying areas
where training would be beneficial, including updates on regulatory requirements such as the Market Abuse Regulation. In response,
targeted training sessions were arranged post year-end to ensure the Board remains fully informed and compliant with evolving legal
and governance standards.
In addition, the Board engaged Aspida Advisory Services Limited to undertake an externally facilitated evaluation of the effectiveness
of the Board and its Committees. This comprehensive review—commenced in the reporting period and completed after year end—
included Board and committee questionnaires, interviews with Directors and service providers, a governance benchmarking exercise,
and Board meeting observation. The review concluded that the Board operates effectively, with key strengths in boardroom culture,
skills and diversity, and offered a number of constructive suggestions for continued governance development.
Management Engagement Committee
The Management Engagement Committee was established on 15 October 2020 and consists of all Directors of the Company, with
Mr Tautscher acting as Chair. The Management Engagement Committee meets at least once a year and the principal duties of the
Management Engagement Committee are to review the terms of the agreements between the Company and its key service providers
to ensure that they are competitive, fair and reasonable for Shareholders, to review and make recommendations on any proposed
amendment or material breach of those agreements and to monitor and evaluate the performance of the key service providers
including the ongoing suitability of the key service providers to provide advice to the Company.
During the period the Management Engagement Committee met on two occasions, the first in October 2024 and again in February
2025, to perform a review of the Company’s service providers. Additionally, the committee conducted a site visit with Amedeo in
June 2024 and met with Nimrod in October 2024. At these meetings the Board raised items such as internal controls, regulatory
developments, the succession planning of the advisors, and business continuity planning. No material risks or control deficiencies
were identified.
Internal Control and Financial Reporting
The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness. The Board confirms that there
is an ongoing process for identifying, evaluating and monitoring the significant risks faced by the Group.
The internal control systems are designed to meet the Group’s particular needs and the risks to which it is exposed. Accordingly, the
internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their
nature can only provide reasonable and not absolute assurance against misstatement and loss.
The Board reviews its risk matrix on a quarterly basis, which covers various areas of risk including corporate strategy, accuracy of
published information, compliance with laws and regulations, relationships with service providers and business activities.
Asset management services are provided to the Company by Amedeo. Corporate and shareholder advisory services are provided to the
Company by Nimrod. Administration and secretarial duties for the Group are performed by JTC.
29
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
The Board clearly defines the duties and responsibilities of their agents and advisors. The appointment of agents and advisers is
conducted by the Board after consideration of the quality of the parties involved and the Board monitors their ongoing performance
and contractual arrangements. The Board also specifies which matters are reserved for a decision by the Board and which matters may
be delegated to its agents and advisers.
Management of Conflicts of Interest
The Company has adopted a formal conflicts of interest policy and is committed to ensuring that all Directors and service providers
facilitate the Company conducting its business in a manner that is consistent with its reputation, conducive to maintaining high
standard of integrity in all its business dealings, in the best interests of the Company’s Shareholders.
The Board considers the directors’ conflicts of interest at each Board meeting by reviewing a schedule of each Director’s other
directorships and other interests held. Each Director is required to notify the Secretary of any potential, or actual, conflict situations
that would need to be considered by the Board.
No Director has a service contract with the Company, although Directors are issued with letters of appointment, nor did any Director
have any interest in contracts with the Company during the financial year under review, or subsequently.
Anti-Bribery Policy
The Directors have undertaken to operate the business in an honest and ethical manner and accordingly take a zero-tolerance
approach to bribery and corruption. The key components of this approach are implemented as follows:
• The Board is committed to acting professionally, fairly and with integrity in all its business dealings and relationships.
• The Group has implemented an anti-bribery policy and enforces effective procedures to counter bribery.
• The Group requires all its service providers and advisors to adopt equivalent or similar principles.
Criminal Facilitation of Tax Evasion
The Board has a zero-tolerance appetite for the criminal facilitation of tax evasion.
Dialogue with Shareholders
All holders of Shares in the Company have the right to receive notice of, and attend, the general meetings of the Company, during
which members of the Board will be available to discuss issues affecting the Group.
The primary responsibility for shareholder relations lies with the Company’s Corporate and Shareholder Adviser. The Corporate and
Shareholder Adviser regularly meets with Shareholders to discuss the Company and seek feedback. The views of Shareholders are
discussed by the Board at every Board meeting, and action would be taken to address any shareholder concerns. The Group provides
regular updates to Shareholders through the Annual Financial Report and accounts, the unaudited half-yearly financial reports and
the quarterly factsheets. Further communications are made to the market as and if required.
In addition, the Directors are available to enter into dialogue with Shareholders and the Chair is willing to meet Shareholders as the
Company believes such communication to be important. The Company’s Directors can be contacted at the Company’s registered office
or via the Secretary.
Stakeholders and Section 172
The Code requires that the Company should understand the views of the Company’s key stakeholders and describe in the annual
financial report how their interests and the matters set out in section 172 of the UK’s Companies Act 2006 have been considered in
Board discussions and decision-making. Section 172 is not strictly applicable as this is a Guernsey company. However, its application
is being considered as part of the Code requirements.
30
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
The Company has no employees, and all of the Directors are non-executive, so the Board considers that its key stakeholders are its
Shareholders, its Lessee, its service providers, society, the government and regulators.
As the Company’s sole Lessee, the Board recognises Emirates as an important stakeholder and maintains a regular dialogue with
Emirates through the Asset Manager. The activities of Emirates are more fully considered within the Asset Manager’s Report.
The Board’s engagement with Shareholders is described in the ā€œDialogue with Shareholdersā€ section above. All Shareholders are
treated equally and no Shareholder receives preferential treatment. When making decisions of relevance to Shareholders, the
Board considers first and foremost the likely consequences of their decisions in light of their duty to act in the best interests of
the Company. The Board also considers what is likely to be in the best interests of Shareholders as a whole, but does not consider
individual Shareholders’ specific circumstances or desires when making its decisions.
In addition to the regular reporting provided by key service providers, the Management Engagement Committee undertakes a review
of the performance of these key service providers on an annual basis. The services provided by the key third party service providers
are critical to the ongoing operational performance of the Company. The Board believes that fostering constructive and collaborative
relationships with the Company’s service providers will assist in their promotion of the success of the Company for the benefit of all
Shareholders.
As described in the Company’s Viability Statement, the Board considers the prospects of the Group over the period not less than
twelve months from the date of approval of the Annual Financial Report and Consolidated Financial Statements in July 2025.
The Board recognises that responsible investment and the associated ESG considerations can have a significant impact on investment
activity in terms of raising funds, identifying investment opportunities and long-term value creation for Shareholders. Please see
more information regarding ESG in the report on pages 32 to 36.
The Board ascribes to the highest standards of business conduct and has policies in place to ensure compliance with all applicable
laws and regulations. In addition to the monitoring of the Company’s compliance with its own obligations, the Board also monitors
compliance by its service providers with their own obligations. The Board encourages openness and transparency and promotes
proactive compliance with new regulations.
Disclosure of Information to the Auditor
The Directors who held office at the date of approval of this Directors’ Report confirm in accordance with the provisions of section
249 of the Law that, so far as they are each aware, there is no relevant audit information of which the Group’s auditor is unaware;
and each Director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit
information and to establish that the Group’s auditor is aware of that information.
Auditor
Grant Thornton has expressed its willingness to continue in office as auditor for the reporting period.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Financial Report and the Consolidated Financial Statements in accordance
with applicable Guernsey law and regulations. Under the Law the Directors are required to prepare an Annual Financial Report and
Consolidated Financial Statements for each financial year. The Directors have chosen to prepare the Group’s Annual Financial Report
and Consolidated Financial Statements in accordance with IFRS Accounting Standards. As confirmed at pages 18 to 19, the Directors
have concluded that it is appropriate to prepare the Consolidated Financial Statements on a basis other than going concern. Basis of
preparation can be found at note 2(a) to the Consolidated Financial Statements.
Under the Law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group for that period.
31
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
DIRECTORS’ REPORT (continued)
In preparing these Consolidated Financial Statements, IAS 1 requires that directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable
information;
• provide additional disclosures when compliance with the specific requirements in IFRS Accounting Standards are insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position
and financial performance; and
• make an assessment of the Group’s ability to continue as a going concern.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group’s transactions
and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Consolidated
Financial Statements comply with the Law. They are also responsible for safeguarding the Assets of the Group and for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s
website. Legislation in Guernsey governing the preparation and dissemination of Consolidated Financial Statements may differ from
legislation in other jurisdictions.
Responsibility Statement
Each of the Directors, whose names and functions are listed on page 14, confirms to the best of each person’s knowledge and belief:
(a) the Consolidated Financial Statements, prepared in accordance with IFRS Accounting Standards, on a basis other than going
concern, as explained at note 2(a) to the Consolidated Financial Statements, give a true and fair view of the assets, liabilities,
financial position and [profit or loss] of the Group, as required by DTR 4.1.12R;
(b) the Annual Financial Report and Consolidated Financial Statements, taken as a whole, is fair, balanced and understandable
and includes a fair review of the development and performance of the business and the position of the Group, together with a
description of the principal risks and uncertainties that they face, as required by DTR 4.1.8R and DTR 4.1.11R; and
(c) the Annual Financial Report and Consolidated Financial Statements taken as a whole is fair, balanced and understandable
and provides the information necessary for the Company’s Shareholders to assess the Company’s and the Group’s position,
performance, business model and strategy.
Andreas Tautscher Fiona Le Poidevin
Chair Director
23 Julyī€Ÿ2025
32
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE REPORT
The Board recognises that responsible investment and the associated ESG considerations can have a significant impact on investment
activity in terms of raising funds, identifying investment opportunities and long-term value creation for Shareholders. This report
sets out our policy and approach to ensuring that the level of engagement on ESG matters is commensurate to the size, nature and
complexity of the business.
This policy seeks to address ESG matters on two levels; firstly, with regard to the Company itself and secondly, in relation to the
Assets which the Group owns. The direct and practical management of the Company seeks to uphold ESG standards where possible and
applicable. This is greatly influenced by the nature of the Group’s activities and the legal structure of the associated Leases.
The Company
The Company is a self-managed Guernsey company incorporated on 29 March 2012. Its Shares were admitted to trading on the SFS
on 2 July 2013.
The Company is under the control of its Board of directors on behalf of Shareholders. All Directors are independent and non-
executive. The Board is responsible for reviewing the business affairs of the Company in accordance with the Articles and has overall
responsibility for the Company’s activities including all business decisions, review of performance and authorisation of distributions.
The Company has delegated the following activities to its appointed service providers:
• Asset Management – Amedeo
• Corporate and Shareholder Adviser – Nimrod
• Secretary and Administrator – JTC
• Registrar – JTC Registrars Limited
The Company has no executive directors or employees and no physical office premises. The Company’s business is carried out in a
series of meetings held in the offices of its administrator JTC, in Guernsey, the Company’s place of incorporation.
Subject to any travel restrictions imposed, the Directors are required to travel in the fulfilment of their duties. Where circumstances
allow, travel is kept to a minimum. The Directors are required to travel to Guernsey on at least a quarterly basis for Board and other
committee meetings, and to other destinations to visit Shareholders and service providers as and when required. Regular dialogue
with the Lessee is maintained via the Asset Manager.
The Company consequently has a limited physical footprint and therefore its direct environmental impact is considered to be low.
The Modern Slavery Act
Due to the nature of the Company’s business, being a company that does not offer goods or services to customers, the Board considers
there are no relevant disclosures with regard to modern slavery in relation to the Company’s own operations. The Board considers the
Company’s supply chains, dealing predominantly with professional advisers and service providers in the financial services industry,
to be low risk in this regard.
Emirates’ statement on modern slavery is available on their website and can be accessed through the following link (https://c.
ekstatic.net/ecl/documents/rules-and-notices/emirates-statement-on-modern-slavery-2024.pdf?h=doDUuupHGXxPeLafbDTXmA).
33
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE REPORT (continued)
The Assets
The principal activity of the Company is to acquire, lease and then sell aircraft. The Company has a wholly-owned subsidiary, DNA
Alpha. The Group currently owns four Airbus A380 Aircraft which are leased for twelve years to the Lessee, the national carrier owned
by The Investment Corporation of Dubai based in Dubai, UAE.
The Group’s own operational influence in the fields of climate change, air quality, and resource efficiency is minimal. The nature of
the Lease with the Lessee means that control over the usage of the Asset rests with the Lessee. The Group has leased the Assets for a
term of twelve years, with fixed Lease rentals for the duration, to the Lessee. The Lessee bears all costs (including for maintenance,
repairs and insurance) relating to the Aircraft during the lifetime of the Lease. This would include any modifications or modernisations
related to ESG requirements as mandated by regulatory agencies. However, in all other respects, the influence of the Group over the
Lessee with regard to voluntary ESG concerns is limited due to existing quiet enjoyment arrangements between the Group and the
Lessee.
The Airbus A380 is the world’s largest commercial passenger aircraft. It is the first and only aircraft with two full-length passenger
decks, giving it a maximum capacity of up to 853 passengers. In a typical three-class configuration (First, Business and Economy
Class), the Airbus A380 has capacity for approximately 525 passengers. Additionally, developments with respect to the aircraft’s
aerodynamics, control elements and flight systems, coupled with the use of advanced, lightweight composite materials make the
A380 an attractive and efficient aircraft. In comparison with other modern long-range passenger aircraft of the same category
(the so-called Very Large Aircraft segment), the Airbus A380 consumes less fuel per passenger, using approximately three litres of
kerosene per 100 passenger kilometres, when equipped with Engine Alliance engines. Furthermore, the A380 offers an efficient way
to capture traffic at the most concentrated airports and times by giving airlines the ability to consolidate routes, thereby increasing
seat capacity while creating economies of scale.
Air transportation is one of the most energy and carbon dioxide intensive modes of transport, whether measured per passenger
kilometre or per hour in transit. The global aviation industry (including domestic and international; passenger and freight) accounts
for:
• 2.5% of carbon emissions; and
• 3.5% of ā€˜effective radiative forcing’ – a measure of impact on global warming.
Source:
https://ourworldindata.org/co2-emissions-from-aviation
The Aviation Industry
Despite aviation’s important role in local and global economic development, the aviation industry faces the challenge of meeting long
term strong growth in passenger demand while simultaneously reducing its environmental impacts. In addition to GHG emissions,
these environmental impacts could also include noise and nuisance, as well as water pollution (due to aircraft de-icing, cleaning, and
other chemical-heavy aircraft operations).
To address these growing environmental concerns, the cross-industry Air Transport Action Group developed the ā€˜Waypoint 2050’
action plan in line with the Paris Agreement on climate change. The blueprint builds on IATA’s 2009 commitment to (1) increase
fuel efficiency by 1.5% every year between 2010-20, (2) to cap carbon emissions (carbon neutral growth) from 2020, and (3) to
achieve the 50% emissions reduction by the middle of the century, as the first two goals have already been accomplished. Annual fuel
efficiency gains have exceeded expectations with annual improvements greater than 2%. The mechanism for ensuring carbon neutral
growth, known as CORSIA, started as a pilot scheme in 2021 with approximately 100 countries participating and the remaining
scheduled to join by 2027. Starting on 1 January 2024, CORSIA’s First Phase has begun, involving 126 participating countries and the
commencement of offsetting requirements.
34
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE REPORT (continued)
In pursuit of the final goal, Waypoint 2050 has identified three key technological developments to accelerate the reduction of carbon
emissions:
1. Improved aircraft and engine designs for lighter, more efficient aircraft;
2. Hydrogen and electric powered aircraft; and
3. SAF.
The analysis performed for Waypoint 2050 revealed that SAF will play a key role, driving between 50% and 75% of the emissions’
reductions. SAFs, such as drop-in power fuels like biofuels that can be used in today’s aircraft and engines without modification,
are already commercially available and are expected to increase in prominence once initial costs can be reduced through scale.
Evolutionary concepts, such as the second-generation geared turbo fan engine, could become widely commercially available
in the medium-term. Revolutionary concepts, such as hydrogen and electric powered aircraft, represent the greatest potential
improvements, but will most likely not be commercially available until the 2050s, based on current forecasts.
As these technological developments progress, the aviation industry is taking additional measures to curb its environmental impact,
while maintaining its commitment to local and global economic development. For example, alongside CORSIA, the aviation industry
is able to participate in other carbon dioxide emissions trading markets, such as the European Union Emissions Trading System.
Furthermore, a number of countries currently levy passenger taxes on air tickets over and above infrastructure charges and there
are a number of proposals for additional environmental taxes to be imposed on the aviation industry. However, as IATA notes, the
income generated from an environmental tax is usually seen as general revenue by governments, thus it can be used to fund any
variety of public sector programs and initiatives. As such, IATA takes the position that, while the overall goal of an environmental tax
is laudable, it has distortionary effects on jobs and the economy, while at the same time not effectively incentivising the development
or use of newer and greener technology. The effects of any newly introduced environmental taxes on the aviation industry will have
to be monitored. The aviation industry plays a critical role in local and global economic development, contributing 4.1% to global
gross GDP and supporting 87.7 million jobs worldwide.
Source:
https://aviationbenefits.org/economic-growth
The Waypoint 2050 plan can be found here: https://aviationbenefits.org/media/167417/w2050_v2021_27sept_full.pdf
Further environmental information can be found on the IATA website: https://www.iata.org/en/policy/environment/.
ICAO have used the United Nations’ SDG’s as a basis to identify the contributions the aviation industry is making to sustainable
development. For further information and the full working paper on aviation’s contributions towards the United Nations’ 2030
agenda for sustainable development from ICAO’s 40th session please refer to the ICAO website:
https://www.icao.int/Meetings/A40/Documents/WP/wp_189_en.pdf
Concerning the role of aircraft in sustainable development, aircraft assets are likely to contribute to at least five of the SDGs.
Specifically, airlines are able to utilise aircraft in a manner consistent with the achievement of the following targets:
1. SDG 5: Aviation is working to achieve gender balance across the sector. In Europe, aviation is the most gender-balanced of all
transport modes with 41 percent female employees. More work is still needed to encourage balance in technical and executive
roles;
2. SDG 8.1: Devise and implement policies to promote sustainable tourism that creates jobs and promotes local culture and
products;
35
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE REPORT (continued)
3. SDG 9.1: Develop quality, reliable, sustainable and resilient infrastructure, including regional and trans-border infrastructure,
to support economic development and human wellbeing, with a focus on affordable and equitable access for all;
4. SDG 12.2: Achieve sustainable management and efficient use of natural resources productions; and
5. SDG 13: Invest in the transition to net-zero carbon dioxide energy, energy efficiency and the reduction of GHG emissions from
transport operations.
Detailed information on the SDGs can be found on the United Nations website: https://sdgs.un.org/
The Lessee
The Emirates Group took significant strides in its sustainability journey during 2023-24, putting into action numerous initiatives
focused on the environment, its people, customers, and communities. Environmental topics were high on the agenda during the year,
as the UAE hosted the world’s biggest conference for climate action, COP28, in Dubai. The Emirates Group ramped up investments
in people development, rolling out a comprehensive programme of learning and training options for its workforce in partnership
with top universities and key industry partners. A Gender Balance Council was established to champion and promote gender equality
within the Emirates Group.
Emirates, the Lessee, is committed to efforts to reduce resource consumption while also investing in wildlife conservation and
protection. This includes participation in CORSIA as well as in EU, Swiss and UK Emissions Trading Systems and internal initiatives.
Emirates has reinforced its commitment to environmentally responsible practices and achieved IEnvA Stage One in August 2023
and the IEnvA Illegal Wildlife Trade module certification. The IEnvA system is described as an industry-leading and comprehensive
environmental management system. Stage One of its core scope comprises flight operations, corporate activities as well as an
illegal wildlife trade module. Reflecting on Emirates recent achievements, Marie Owens Thomsen, IATA’s chief economist and
SVP Sustainability said: ā€œStakeholder including governments, financiers and business partners will know that Emirates is not just
meeting global standards and best practices on sustainability but is committed to continuous improvements to stay at the forefront
of sustainability.ā€
In early November 2023 Emirates confirmed that the first flights operating with SAF had taken off from Dubai International Airport.
This was the first ever supply of SAF to Emirates in Dubai, according to the airline. The 315,000 gallons of blended SAF were supplied
by Shell and enabled Emirates to power a number of missions over the course of a few weeks. The ratio of 40% neat SAF and 60%
conventional Jet A-1 allowed for a seamless integration into the existing airport fuel infrastructure and did not result in any
modification requirements for the aircraft engines. Neat SAF reduces GHG emissions by up to 80% over its life cycle compared with
conventional jet fuel.
Later that month Emirates became the world’s first airline to operate an A380 demonstration flight with one of the four engines
powered on 100% SAF, together with the auxiliary power unit. For commercial flights SAF use is currently capped at a 50% blend
limit. In the run-up to the demonstration flight ground engine testing was performed at the Emirates Engineering Centre in Dubai
to validate the engine’s capability to run on the specially blended 100% drop-in SAF without affecting its performance or requiring
any modifications. The Engine Alliance GP7200 engine used for the test is the same engine type as installed on the A380s owned by
the Group.
An Airbus spokesperson emphasised that ā€œSAF is vital to meeting the sector’s target of net-zero emissions in 2050ā€. The manufacturer
is working to make all its aircraft 100% SAF-capable by 2030. Engine manufacturer Engine Alliance noted that all of its engines ā€œcan
operate on approved SAF blends today and through extensive research and testing, GE Aerospace is helping lead the approval and
adoption of 100% SAF in the aviation industryā€.
During 2024-25, Emirates continued to invest and implement initiatives that help reduce its impact on the planet, increase
engagement with communities, and develop and reward its people.
36
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE REPORT (continued)
Emirates continues to seek opportunities to use SAF where feasible across its network. Emirates’ SAF consumption increased from
1,297 tonnes in 2023- 24 to 7,519 tonnes in 2024-25, reflecting the airline’s voluntary SAF investments throughout the year. During
2024-25, the airline took its first deliveries of SAF at London Heathrow and Singapore. Emirates also joined Germany’s Aviation
Initiative for Renewable Energy, which promotes the development and use of renewable aviation fuel.
Tapping on funds earmarked for research in sustainable aviation solutions, Emirates partnered with the Aviation Impact Accelerator
at the University of Cambridge, supporting their research in emissions reduction pathways.
Emirates launched a large-scale solar energy project at the Emirates Engineering Centre in Dubai to meet 37% of the centre’s
power demand; signed up as strategic partner of the Dubai Reef project which focusses on marine conservation; joined the Move
to -15ī€œdegrees Celsius global coalition, which aims to reduce energy consumption in the frozen food supply chain; and was the first
airline to add donkey hides to its wildlife embargo list after the African Union banned the slaughter of donkeys.
Combining innovative upcycling with social impact, Emirates launched ā€œAircrafted Kidsā€, an initiative where seat fabric recovered from
the airline’s retrofit programme were made into thousands of durable schoolbags and distributed through NGOs to disadvantaged
children around the world to support their education. Emirates also donated 12,000 eyeshades to support teacher training initiatives
in the UK for the blind and low vision community.
For further information on Emirates’ environmental policy and initiatives, please visit the Emirates website where annual
environmental reports are also available:
https://www.emirates.com/english/about-us/our-planet/
The EU Taxonomy
The EU Taxonomy is a regulatory framework developed by the EU to classify economic activities based on their environmental
sustainability. The Taxonomy focuses on six environmental objectives, including climate change mitigation, adaptation, and
biodiversity protection to guide investors, companies, and policymakers toward sustainable and low-carbon practices. The Taxonomy
impacts aircraft manufacturers and lessors by encouraging fuel-efficient aircraft, emission reduction strategies, transparent reporting
of the Green Asset Ratio, promoting SAF, and mandating the decommissioning of one older aircraft for each new one financed or
leased to promote fleet renewal and sustainability. By aligning with these objectives, aviation stakeholders contribute to Europe’s
Green Deal goals, fostering a greener and more sustainable industry.
Conclusion
Notwithstanding the anticipated limited life of the Company, and in the context of the Assets and the associated Lease Agreements,
the Board is committed to responsible decision-making and strong governance throughout the lifecycle of the Group, mindful of all
stakeholders’ interests. The Board is in continuous dialogue with its service providers and regularly reviews processes and procedures,
including via service provider compliance visits and annual questionnaires, to guarantee transparency and accountability.
37
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT
Membership
Fiona Le Poidevin – Non-executive Director and Chair of the AR Committee
Geoffrey Hall – Non-executive Director
Theresa Oldham – Non-executive Director
Key Objective
The provision of effective governance over (i) the appropriateness of the Group’s financial reporting including the adequacy of related
disclosures, (ii) the performance of the Company’s external auditor, (iii) monitoring of the systems of internal controls operated
by the Company and (iv) the Company’s principal service providers and the management of the Company’s regulatory compliance
activities.
Responsibilities
The key duties of the AR Committee are as follows:
• reviewing the Company’s financial results announcements and Consolidated Financial Statements and monitoring compliance
with relevant statutory and listing requirements;
• reporting to the Board on the appropriateness of the Company’s accounting policies and practices including critical accounting
policies and practices;
• advising the Board on whether the annual financial report and accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for Shareholders to assess the Company’s position, performance, business model and
strategy;
• overseeing the relationship with the external auditor and reviewing the effectiveness of the external audit process; and
• monitoring the systems of internal controls operated by the Company and by the Company’s principal service providers.
AR Committee Meetings
The AR Committee usually meets in Guernsey at least twice a year. The AR Committee reports to the Board as part of a separate agenda
item, on its activities and on matters of particular relevance to the Board in the conduct of its work. During the financial year under
review the AR Committee formally reported to the Board on three occasions.
Main Activities of the AR Committee during the Financial Year
The AR Committee assisted the Board in carrying out its responsibilities in relation to financial reporting requirements, compliance
and the assessment of internal controls. The AR Committee also managed the Group’s relationship with the external auditor.
Fair, Balanced and Understandable
In order to comply with the Code, the Board requested that the AR Committee advises them on whether it believes the Annual Financial
Report and Consolidated Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Group’s performance, business model and strategy.
The AR Committee engaged with the Administrator in order to ensure that the Annual Financial Report and Consolidated Financial
Statements were fair, balanced and understandable.
Financial Reporting and Significant Issues
The AR Committee’s primary role in relation to financial reporting is to review, with its service providers and the external auditor,
the appropriateness of the half-year and annual financial report and Consolidated Financial Statements, the significant financial
reporting issues and accounting policies and disclosures in the Consolidated Financial Statements. The AR Committee has considered
38
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
the key risks identified as being significant to these accounts and the most appropriate treatment and disclosure of any new significant
issues identified during the audit and half-year reviews as well as any recommendations or observations made by the external auditor,
Grant Thornton. To aid its review the AR Committee considered reports prepared by external service providers, including Amedeo and
Nimrod, and reports from Grant Thornton on the outcome of their annual audit. The significant issues considered by the AR Committee
in relation to the 2025 accounts and how these were addressed are detailed below:
Significant issues for the year under review How the AR Committee addressed these significant issues
Residual value of aircraft assets
The Assets of the Group comprises of four Airbus A380 aircraft.
An annual review is required of the residual value of the Assets
as per IAS 16, which defines residual value as
ā€œthe estimated
amount that an entity would currently obtain from disposal of
the Asset, after deducting the estimated costs of disposal, if the
Asset were already of an age and in the condition expected at the
end of its useful life.ā€
As announced on 11 July 2025, the Group and Emirates reached
an agreement that the Group will sell the four Assets to Emirates.
The dates of the sales are expected to be the respective Lease
End Dates for MSNs 132,134 and 136 (being between 29 August
2025 and 14 November 2025) and 27 August 2025 for MSN 133.
The total aggregate consideration to be paid by Emirates to the
Group is GBP131.91 million for the four Assets.
Sales proceeds less sales related costs has been used to determine
the residual value and to calculate the carrying value of the
Assets within the Consolidated Statement of Financial Position.
Recording foreign exchange gains/losses
IFRS Accounting Standards require that certain transactions
denominated in currencies other than the presentation currency
(including, most importantly, the cost of the Assets) be
translated into presentation currency at the exchange rate ruling
at transaction date, whilst monetary balances are translated at
the rate prevailing on the reporting date. The resultant figures
sometimes show very large mismatches which are reported as
unrealised foreign exchange differences.
In assessing foreign exchange, the AR Committee has considered
the issue at length and is of the opinion that, on an ongoing basis
and assuming the lease payments are made as anticipated, such
exchange differences do not reflect the commercial substance of
the situation in the sense that the key transactions denominated
in USD are in fact closely matched. Rental income received in
USD was used to pay loan repayments due, which were likewise
denominated in USD. USD lease rentals and loan repayments
were furthermore fixed at the outset of the Group’s life and are
very similar in amount and timing. These were repaid in May
2023.
The AR Committee carefully considered the disclosure in
noteī€œ18(b) to the Consolidated Financial Statements to ensure
that the reality of the Group’s foreign exchange risk exposure is
properly explained.
39
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
Significant issues for the year under review How the AR Committee addressed these significant issues
Going concern risk
Emirates is the sole Lessee of the Assets. Should Emirates default
on the rental payments or sales proceeds, it will result in the
Group failing to service debt and it is unlikely the Group will
be able to meet its targeted dividend or, in the case of ongoing
default, continue as a going concern.
The AR Committee received quarterly reports from Amedeo
during the year which comment on the performance of Emirates.
Emirates reported its most profitable year ever with a profit after
tax of AED19.1 billion (USD5.2 billion), a 11% improvement on
its previous year’s result and despite currency fluctuations which
negatively impacted the airline’s profitability by AED718 million
(USD196 million).
At the end of the 2024/25 financial year Emirates had AED49.7
billion (USD13.5 billion) in cash assets, a 16% increase from the
previous year’s balance.
The management of the airline concluded that the company
is a going concern. The auditors PwC did not raise a material
uncertainty on going concern in its unqualified audit report,
which is dated 2 May 2025.
The management of Emirates Group, the combined businesses
of Emirates Airline and dnata, have a positive outlook and
mentioned that ā€œWe 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.ā€
Emirates is owned by the Investment Corporation of Dubai, a
state-owned holding company that can be characterised as a
sovereign wealth fund owned by the Government of Dubai. It
is neither listed, nor carry its bond issuances an issuer rating.
However, Emirates’ senior unsecured USD bond with maturity in
2028 are trading and the markets’ pricing for such instruments
provide proxies for the credit risk of the Lessee. As the operating
lease agreement between Emirates and the Company include
a hell or high-water clause, the lease rental stream and any
other contractual payment primarily depends on Emirates’
ability to meet its financial obligations, whenever they fall
due. As of 30ī€œMay 2025 Emirates’ bond was trading at around
98.8 cents (2028 maturity), representing USD running yields
of approximately 5.2%. This level of yields certainly does not
appear to indicate any significant financial stress to the issuer.
The AR Committee concluded that it would continue to receive
regular updates from Amedeo on the performance of Emirates
and would continue to monitor Emirates’ overall performance.
The Group and Emirates reached an agreement that the
Company will sell the four Assets to Emirates. The date of the
sales are expected to be the respective Lease End Dates for
MSNs 132,134 and 136 (being between 29 August 2025 and
14ī€œNovember 2025) and 27 August 2025 for MSN 133. The total
aggregate consideration to be paid by Emirates to the Company
is GBP131.91 million for the four Assets.
40
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
Significant issues for the year under review How the Committee addressed these significant issues
The AR Committee have concluded that it is appropriate to
prepare the Consolidated Financial Statements on a basis other
than going concern, after having considered the above.
Under a basis other than going concern, the Aircraft is measured
at NRV, based on conditions existing at the end of the reporting
period. NRV is defined as the sales proceeds less sales related
costs. All other assets and liabilities have been assessed as
not materially different to the amortised cost as disclosed in
the corresponding accounting policies set out in note 2 to the
Consolidated Financial Statements. Assets and liabilities have
been reclassified from non-current to current. ā€˜Property, Plant
and Equipment – Aircraft’ has been reclassified from non-current
to current, due to the agreed sales of the Aircraft to Emirates
within 12 months post year-end.
The AR Committee carefully considered the disclosure in note
18(c) to the Consolidated Financial Statements to ensure that
this concentration of credit risk is properly reflected.
Consideration of any triggers for impairment
IAS 36 Impairment of Assets requires that a review for
impairment be carried out by the Group when there is an
indication of impairment of an asset and if events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. The review will compare the carrying amount
of the asset with its recoverable amount, which is the higher of
fair value less costs to sell and its VIU.
The AR Committee has considered the issue at length and
accordingly an impairment review has been undertaken as at
31 March 2025. Refer to note 3 for further detail on the factors
triggering the review and the sensitivity analysis performed on
the discount rates and residual value inputs. As a result of the
current year review, an impairment loss of GBP4,635,412 was
booked in the accounts as disclosed in note 3 to the Consolidated
Financial Statements.
The Board together with the Asset Manager have conducted an
impairment review in the current year and determined that there
is indication of impairment considering the significant changes
which will take place in the near future as a result of the agreed
sale of aircraft, the carrying amount of the Group's net assets is
more than its market capitalisation and the imminent liquidation
of the Group.
Internal Controls
The AR Committee has made due enquiry of the internal controls of the Administrator. The AR Committee is satisfied with the controls
currently implemented by the Administrator. However, it has requested that the Administrator keeps the Committee informed of any
developments and improvements to internal control procedures.
The most recent report on the internal controls of JTC’s administration services, prepared in accordance with the ISAE 3402, for the
period from 1 April 2024 to 31 March 2025, has been provided, confirming no major deficiencies.
During the period the Management Engagement Committee conducted a site visit with Amedeo in June 2024 and met with Nimrod in
October 2024, noting no material concerns.
41
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
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. Following a recommendation from the AR Committee, the Board has therefore taken the decision that it would be of
insufficient benefit for the Group to engage an internal auditor.
External Audit
The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle.
The AR Committee receives from Grant Thornton a detailed audit plan identifying their assessment of the key risks. For the financial
year under review, the primary risks identified were in respect of valuation of the Group’s Assets, the presumed risk on management
override of controls and the preparation of the Consolidated Financial Statements on a basis other than going concern.
Using its collective skills the AR Committee evaluates the effectiveness of the audit process in addressing the matters raised through
the reporting it received from Grant Thornton at the conclusion of the audit. In particular the AR Committee formally appraise Grant
Thornton against the following criteria:
• Independence
• Ethics and conflicts
• Knowledge and experience
• Challenge
• Promptness
• Cost
• Overall quality of service
In addition, the AR Committee also seek feedback from the Administrator on the effectiveness of the audit process.
For the financial year under review, the AR Committee was satisfied that there had been appropriate focus on the primary areas of
audit risk and assessed the quality of the audit process to be good.
The AR Committee holds meetings with the external auditor to provide additional opportunity for open dialogue and feedback from
the auditor. Should it be necessary, the AR Committee members meet with the external auditor without the Administrator and Asset
Manager being present. Matters typically discussed include the auditor’s assessment of business risks and management activity
thereon, the transparency and openness of interactions with the Administrator, confirmation that there has been no restriction in
scope placed on them by the Administrator on the independence of their audit and how they have exercised professional scepticism.
Appointment and Independence
Grant Thornton provided audit services to the Company for the financial year under review. This has been the fourth audit of the
Company carried out by Grant Thornton, following its appointment on 2 August 2021.
The AR Committee considers Grant Thornton, the Company’s auditor, to be independent of the Company and the Group. The AR
Committee provided the Board with its recommendation to Shareholders on the re-appointment of Grant Thornton as external auditor
for the year ending 31 March 2025 at the AGM held on 5 December 2024.
42
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
Non-Audit Services
To further safeguard the objectivity and independence of the external auditor from becoming compromised, the AR Committee has a
formal policy governing the engagement of the external auditor to provide non-audit services. No changes have been made to this
policy during the year. This policy specifies that the external auditor should only be engaged for non-audit services where there is
considered to be a very low threat to auditor independence. No non-audit services had been provided by Grant Thornton during the
year.
The external auditor is prohibited from providing any other services without the AR Committee’s prior approval. In reaching such a
determination the AR Committee will take into consideration whether it is in the best interests of the Group that such services should
be supplied by the Group’s external auditor (rather than another service provider) and, if so whether any safeguards regarding
auditor objectivity and independence in the conduct of the audit should be put in place, whether these would be effective and how
such safeguards should be disclosed.
Committee Evaluation
The AR Committee’s activities formed part of the review of Board effectiveness performed in the year under review.
An evaluation of the AR Committee’s effectiveness was carried out in 2025, concluding that it was operating effectively.
Fiona Le Poidevin
Chair of the Audit and Risk Committee
23 July 2025
43
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the consolidated financial statements of Doric Nimrod Air Three Limited (the ā€œCompanyā€) and its subsidiary (the
ā€œGroupā€) for year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity for the
year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the consolidated financial statements:
• give a true and fair view of the consolidated financial position of the Group as at 31 March 2025, and of its consolidated financial
performance and its consolidated cashflows for the year then ended;
• are in accordance with IFRS Accounting Standards as adopted by the European Union (EU); and
• comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under
those standards are further described in the ā€˜Auditor’s responsibilities for the audit of the consolidated financial statements’ section
of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
consolidated financial statements in Guernsey, as required by the Crown Dependencies’ Audit Rules and Guidance. We have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter – consolidated financial statements prepared on a basis other than going concern
We draw attention to Note 2(a) to the consolidated financial statements, which describes the basis of preparation of the consolidated
financial statements. As described in that note, the Directors have made the judgement that the Group should prepare the consolidated
financial statements on a basis other than going concern. The Group and Emirates reached an agreement that the Company would sell
the four Aircraft to Emirates.
Our opinion is not modified in this respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matter described below to be the key audit matter communicated in our report.
44
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITOR’S REPORT (continued)
The key audit matter How the matter was addressed in our audit
Determination of residual value and impairment
assessment of aircraft
We identified the valuation of aircraft as one of the most
significant assessed risks of material misstatement due to
error.
Included under current assets in the Group’s consolidated
statement of financial position as at 31 March 2025 is
the aircraft with a carrying value of £143.67m (2024:
non-current assets £167.3m) as disclosed in Note 10 to the
consolidated financial statements.
As explained in Note 2(m), the Group’s aircraft are measured
at cost less accumulated depreciation and impairment
losses. The depreciation is charged on a straight-line basis
over the term of the lease to an estimated residual value at
the end of that period.
As the Group have concluded the negotiation with Lessee,
the residual value is based on the agreed sales proceeds
less any disposal costs.
It was further described in Note 3 that the Group regularly
reviews the aircraft for any indications of impairment as
required by IAS 16 Property, Plant, and Equipment and IAS
36 Impairment of Assets. Accordingly, the Group performed
an impairment assessment which includes assumptions to
determine the net present value of future cash flows and
requires consideration of an appropriate discount rate that
is applied to the cash inflows. If the assumptions used in
determining the valuations prove to be false and actual
results of operations differ from the estimates set forth in
the consolidated financial statements, the difference in the
valuation could be material.
Refer to the Audit and Risk Committee Report page 38;
Accounting policies on page 55; Note 3, ā€˜Significant
Judgements and Estimates’ – Estimates on Residual
Value, Impairment and Useful Life of Aircraft, and Note
10, ā€˜Property, Plant, and Equipment – Aircraft’, to the
Consolidated Financial Statements.
In responding to the key audit matter, we performed the following
procedures:
• We have assessed the Group’s accounting policies regarding the
determination of the residual values of the aircraft and impairment
assessment in accordance with International Accounting Standards
(IAS) 16 – Property, Plant, and Equipment and IAS 36 – Impairment
of Assets, respectively.
• We held discussions with management and the Board of Directors
regarding the negotiations with the Lessee in relation to the aircraft
disposal.
• We obtained copy of the signed lease amendment and side letter
agreements (the ā€œsigned agreementsā€) between the Group (seller)
and the Lessee (buyer) for the sale of the four aircraft and assessed
whether the amount used in the residual/ impairment/ depreciation
calculation agrees with the signed agreements.
• We assessed whether there is an impairment indicator and performed
independent calculations of the resulting impairment value.
• We have assessed the completeness and sufficiency of related
disclosures in the consolidated financial statements.
Our result
Based on the audit work performed, we have not identified any
indication of material misstatement in relation to the determination
of residual value and impairment assessment.
Other information in the Annual Report
The directors are responsible for the other information. The other information comprises the information included in the Annual
Financial Report, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
45
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITOR’S REPORT (continued)
Responsibilities of the directors for the consolidated financial statements
As explained more fully in the Statement of Directors’ Responsibilities set out on pages 30 and 31, the directors are responsible
for the preparation of the consolidated financial statements which give a true and fair view in accordance with IFRS Accounting
Standards as adopted by the EU, and for such internal control as the directors determine is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
46
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITOR’S REPORT (continued)
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Use of our report
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.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us
to report to you if, in our opinion:
• proper accounting records have not been kept by the Company; or
• the Group’s consolidated financial statements are not in agreement with the accounting records; or
• we have not obtained all the information and explanations, which to the best of our knowledge and belief, are necessary for the
purposes of our audit.
Cyril Swale
For and on behalf of Grant Thornton Limited
Chartered Accountants
St Peter Port
Guernsey
Date:
24 July 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2025
47
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
Notes
Year ended Year ended
31 Mar 2025 31 Mar 2024
GBPGBP
INCOME
A rent income
4
51,850,553
B rent income
4
72,322,937
EXPENSES
Operating expenses
5
(1,916,049)
(1,909,367)
Depreciation of Aircraft
10
(18,975,040)
(26,973,885)
Impairment of Aircraft
10
(4,635,412)
–
(25,526,501)
(28,883,252)
Net profit for the year before finance costs and foreign exchange (losses)/gains
46,796,436
Finance income
453,822
246,274
Finance costs
11
–
(275,917)
Net profit for the year after finance costs before foreign exchange (losses)/gains
47,250,258
Net foreign exchange (losses)/ gains
7
(12,978)
177,803
Profit for the year
Total Comprehensive Income for the year
Pence
Pence
Earnings per Share for the year – Basic and Diluted
9
21.47
20.95
In arriving at the results for the financial year, all amounts above relate to continuingī€œoperations.
The notesī€œon pages 51 to 70 form an integral part of these Consolidated Financialī€œStatements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2025
48
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
Notes
31 Mar 202531 Mar 2024
GBPGBP
NON-CURRENT ASSETS
Property, Plant and Equipment – Aircraft
10
–
167,283,686
CURRENT ASSETS
Property, Plant and Equipment – Aircraft
10
143,673,234
–
Receivables
13
95,291
150,869
Cash and cash equivalents
16
15,499,951
159,268,476
TOTAL ASSETS
159,268,476
182,023,453
CURRENT LIABILITIES
Deferred income
4
30,931,556
Payables
14
65,574
57,273
30,997,130
NON-CURRENT LIABILITIES
Deferred income
4
–
TOTAL LIABILITIES
30,997,130
TOTAL NET ASSETS
128,271,346
EQUITY
Share capital
15
208,953,833
208,953,833
Retained loss
(80,682,487)
(109,769,767)
TOTAL EQUITY
128,271,346
Pence
Pence
Net asset value per Share based on 220,000,000 (31ī€œMarch 2024:
220,000,000) shares in issue
58.31
45.08
The Consolidated Financial Statements were approved by the Board of Directors and authorised for issue 23 July 2025 and are signed
on its behalf by:
Andreas Tautscher Fiona Le Poidevin
Director Director
The notesī€œon pages 51 to 70 form an integral part of these Consolidated Financialī€œStatements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2025
49
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
Notes
Year ended Year ended
31 Mar 2025 31 Mar 2024
GBPGBP
OPERATING ACTIVITIES
Profit for the year
46,097,418
Movement in deferred income
(51,850,558)
(30,138,469)
Interest received
(453,822)
(246,274)
Depreciation of Aircraft
10
18,975,040
Impairment of Aircraft
10
4,635,412
–
Loan interest payable
11
–
196,319
Increase/(Decrease) in payables
8,301
(31,621)
Decrease/(Increase) in receivables
55,578
(3,046)
Foreign exchange movement
7
12,978
(177,803)
Amortisation of debt arrangement costs
11
–
79,598
NET CASH GENERATED FROM OPERATING ACTIVITIES
18,620,209
INVESTING ACTIVITIES
Interest received
453,822
246,274
Proceeds on short-term investments
–
474,385
NET CASH GENERATED FROM INVESTING ACTIVITIES
453,822
720,659
FINANCING ACTIVITIES
Dividends paid
8
(18,150,000)
(18,150,000)
Repayments of capital on borrowings
–
(24,209,370)
Interest on borrowings
–
(200,516)
NET CASH USED IN FINANCING ACTIVITIES
(18,150,000)
(42,559,886)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
Increase in cash and cash equivalents
924,031
910,780
Effects of foreign exchange rates
(12,978)
(14,292)
CASH AND CASH EQUIVALENTS AT END OF YEAR
16
14,588,898
The notesī€œon pages 51 to 70 form an integral part of these Consolidated Financialī€œStatements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2025
50
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
Note
Share Retained
Capital Loss Total
GBPGBPGBP
Balance as at 1ī€œApril 2024
208,953,833
(109,769,767)
Total Comprehensive Income for the year
–
47,237,280
Dividends paid
8
–
(18,150,000)
(18,150,000)
Balance as at 31ī€œMarch 2025
208,953,833
(80,682,487)
128,271,346
ShareRetained
CapitalLossTotal
GBPGBPGBP
Balance as at 1ī€œApril 2023
208,953,833
(137,717,185)
Total Comprehensive Income for the year
–
46,097,418
Dividends paid
8
–
(18,150,000)
(18,150,000)
Balance as at 31ī€œMarch 2024
208,953,833
(109,769,767)
The notesī€œon pages 51 to 70 form an integral part of these Consolidated Financialī€œStatements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2025
51
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
1 GENERAL INFORMATION
The Consolidated Financial Statements incorporate the results of the Company and its Subsidiary (together known as the Group).
The Company was incorporated in Guernsey on 29 March 2012 with registered number 54908. The address of the registered office
is given on page 71. Its Share Capital consists of Shares and Administrative Shares. The Company’s Shares have been admitted to
trading on the SFS of the LSE Main Market.
The Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing
and then selling aircraft. The principal activities of the Company are set out in the Chair’s Statement and Key Information on
pages 7 to 8 and 17 to 20 respectively.
2 MATERIAL 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 conformity with IFRS Accounting Standards and applicable
Guernsey law.
The Directors have made the judgement that the Company should prepare the Consolidated Financial Statements on a basis
other than going concern. The Group and Emirates reached an agreement that the Company will sell the four Assets to Emirates.
The date of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being between 29 August
2025 and 14 November 2025) and 27 August 2025 for MSN 133. The total aggregate consideration to be paid by Emirates to the
Company is £131.91 million for the four Assets.
The Directors intend to distribute the sale proceeds to Shareholders, net of any liquidation and other costs and assuming
successful completion and no further or unexpected costs or events, as soon as possible following the last Lease End Date. It is
currently anticipated that the process for liquidation of the Company will commence as soon as practicably possible thereafter.
Notwithstanding this determination, the Directors consider that the Company remains solvent and is able to meet its liabilities
as they fall due.
As a result, the assets and liabilities have been reclassified from non-current to current, specifically the Property, Plant and
Equipment – Aircraft which is now classified as current. The sales are expected to be completed within 12 months post year end.
Under a basis other than going concern, the Aircraft is measured at NRV, based on conditions existing at the end of the reporting
period. NRV is defined as the sales proceeds less sales related costs. All other assets and liabilities have been assessed as not
materially different to the amortised cost as disclosed in the corresponding accounting policies set out below.
The accounting policies adopted are consistent with those of the previous financial year, except for the adoption of the new and
amended standards set out below.
(b) Adoption of new and revised Standards
New and amended IFRS Accounting Standards that are effective for the current year
The following Standards and Interpretations have been adopted in the current year. Their adoption has not had a material impact
on the amounts reported in these Consolidated Financial Statements and is not expected to have any impact on future financial
periods except where stated otherwise:
Classification of Liabilities as Current or Non-current – Deferral of Effective Date (Amendment to IAS 1) – The amendment defers
the effective date of the January 2020 amendments so that entities would be required to apply the amendment for annual
periods beginning on or after 1 January 2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
52
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
2 MATERIAL ACCOUNTING POLICIES (continued)
(b) Adoption of new and revised Standards (continued)
New and amended IFRS Accounting Standards that are effective for the current year (continued)
Amendment to IFRS 16 – Leases on sale and leaseback. These amendments include requirements for sale and leaseback
transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and
leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate
are most likely to be impacted. Annual periods beginning on or after 1 January 2024.
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments to IAS 1.
IAS 1.76ZA has been added to require an entity to provide disclosure when a liability arising from a loan agreement is classified as
non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months.
This disclosure must include information about the covenants and the related liabilities as well as any facts and circumstances
that indicate the entity may have difficulty complying with the covenants. Effective for annual periods beginning on or after
1 January 2024.
Amendment to IAS 7 and IFRS 7 – Supplier finance – The disclosure requirements are the IASB’s response to investors’ concerns
that some companies’ supplier finance arrangements are not sufficiently visible, hindering investors’ analysis. The amendment
is effective for annual financial reporting periods beginning on or after 1 January 2024.
IFRS S1, ā€˜General requirements for disclosure of sustainability’ – related financial information. This standard includes the core
framework for the disclosure of material information about sustainability-related risks and opportunities across an entity’s
value chain. Effective for reporting periods beginning on or after 1 January 2024. As at 31 March 2025, the standard has not
been endorsed yet in the Company’s jurisdiction.
IFRS S2, ā€˜Climate-related disclosures’ – This is the first thematic standard issued that sets out requirements for entities to disclose
information about climate-related risks and opportunities. Effective for reporting periods beginning on or after 1 January 2024.
As at 31 March 2025, the standard has not been endorsed yet in the Company’s jurisdiction.
New and Revised Standards in issue but not yet effective
The following Standards and Interpretations have been issued but not yet effective. Their adoption is not expected to have any
impact on future financial periods except where stated otherwise:
The Effects of Changes in Foreign Exchange (Amendments to IAS 21) – Require disclosure of information that enables users of
financial statements to understand the impact of a currency not being exchangeable. The effective date of the standard is for
years beginning on or after 01 January 2025, subject to endorsement of the standard in the Company’s jurisdiction, which is to
be confirmed.
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments – The amendments
address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9
Financial Instruments. Applicable to annual reporting periods beginning on or after 1 January 2026.
IFRS 18 Presentation and Disclosures in Financial Statements – includes requirements for all entities applying IFRS Accounting
Standards for the presentation and disclosure of information in financial statements. Applicable to annual reporting periods
beginning on or after 1 January 2027. The Directors are assessing the impact, which may result in material changes to the
presentation of financial information but is not expected to change that information itself. The Directors intend to apply the
standard when it becomes effective.
The Board have assessed the new but not yet effective standards applicable to the Company and have concluded that they will
not have a material impact due to the anticipated remaining life of the Company post sale of the Assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
53
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
2 MATERIAL ACCOUNTING POLICIES (continued)
(c) Basis of Consolidation
The consolidated financial information incorporates the results of the Company and the Subsidiary. The Company owns 100%
of all the shares in the Subsidiary which grants it exposure to variable returns from the entities and the power to affect those
returns, granting it control in accordance with IFRS 10.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial information.
(d) Taxation
The Company and its Subsidiary have been assessed for income tax at the Guernsey standard rate of zero percent (0%).
(e) Share Capital
Shares are classified as equity. Incremental costs directly attributable to the issue of Shares are recognised as a deduction
from equity.
(f) Expenses
All expenses are accounted for on an accruals basis.
(g) Finance Income
Finance income relates to bank interest and is accounted for on an accruals basis.
(h) Foreign Currency Translation
The currency of the primary economic environment in which the Company operates (the ā€œfunctional currencyā€) is GBP, Ā£ or
Sterling, which is also the Group’s presentation currency. Transactions denominated in foreign currencies are translated into
Sterling at the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency
applying the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the
Consolidated Statement of Comprehensive Income.
(i) Cash and Cash Equivalents
Cash at bank and short term deposits which are held to maturity are recognised at initial recognition at its fair value plus
transaction costs and are subsequently measured at amortised cost. Cash and cash equivalents are defined as call deposits,
short term deposits with a term of no more than three months from the start of the deposit and highly liquid investments readily
convertible to known amounts of cash and subject to insignificant risk of changes in value.
(j) Segmental Reporting
The Directors are of the opinion that the Group is engaged in a single segment of business, being acquiring, leasing and then
selling of the Aircraft.
All Aircraft are leased to one lessee, based in the Middle East. Rental income of £72,322,937 (2024: £74,832,510), as well as
the net book value of the Aircraft £143,673,234 (2024: £167,283,686) held by the Group is all considered to be from the Middle
East. Revenue from the Group’s country of domicile, Guernsey, was Ā£Nil (2024: Ā£Nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
54
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
2 MATERIAL ACCOUNTING POLICIES (continued)
(k) Going Concern
During the reporting period ended 31 March 2025, the Group’s principal activity was the leasing of four Aircraft to Emirates. All
lease payments were received from Emirates in accordance with contractual terms, and the Group maintained sufficient liquidity
to meet all operational and financial obligations throughout the period. The Group’s principal activities are set out within note 1.
The financial position of the Group is set out on page 48.
As announced on 11 July 2025, the Group and Emirates reached an agreement that the Group will sell the four Assets to
Emirates. The date of the sales are expected to be the respective Lease End Dates for MSNs 132,134 and 136 (being 29 August
2025,14 November 2025 and 29 October 2025 respectively) and 27 August 2025 for MSN 133.
Until the Lease End Date (and August for MSN133), it is expected that the operating leases will continue as contracted.
The date of title transfer for MSN 133 has been agreed to facilitate required maintenance scheduled to take place outside of Dubai.
The total aggregate consideration to be paid by Emirates to the Group is £131.91 million for the four Assets (equivalent to
approximately USD180 million in total).
Following receipt of all sale proceeds and settlement of all liabilities and costs, the Board intends to distribute the net proceeds
to Shareholders, net of any liquidation and other costs and assuming successful completion and no further or unexpected costs
or events, as soon as possible following the last Lease End Date, and effect a solvent voluntary liquidation.
Following the completion of the sale of all the Group’s Aircraft to Emirates, and in accordance with the Articles of Association,
the Directors intend to proceed to an orderly wind-up of the Group. Accordingly, the Group no longer meets the definition of a
going concern (i.e. an entity which will continue its operations for the foreseeable future).
After having considered the above, the Directors have concluded that it is appropriate to prepare the Consolidated Financial
Statements on a basis other than going concern.
Under a basis other than going concern, the Aircraft is measured at NRV, based on conditions existing at the end of the reporting
period. NRV is defined as the sales proceeds less sales related costs. All other assets and liabilities have been assessed as not
materially different to the amortised cost as disclosed in the corresponding accounting policies set out in note 2. Assets and
liabilities have been reclassified from non-current to current. ā€˜Property, Plant and Equipment – Aircraft’ has been reclassified
from non-current to current, due to the agreed sales of the Aircraft to Emirates. The sales are expected to be completed within
12 months post year end.
Notwithstanding the determination that it is appropriate to prepare the Consolidated Financial Statements on a basis other than
going concern, the Directors consider that the Group remains solvent and is able to meet its liabilities as they fall due.
In considering the Group’s solvency and ability to meet liabilities as they fall due until the completion of the liquidation process,
the Directors have reviewed all available information, including post-transaction balances, forecast liabilities, and wind-up
costs, and have assessed that the Group remains solvent on a distribution basis and able to meet all its financial obligations up
to and through the completion of the voluntary liquidation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
55
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
2 MATERIAL ACCOUNTING POLICIES (continued)
(l) Leasing and Rental Income
The Leases relating to the Assets have been classified as operating leases as the terms of the Leases do not transfer substantially
all the risks and rewards of ownership to the Lessee. The Assets are shown as current assets in the Consolidated Statement of
Financial Position. Further details of the Leases are given in note 12.
Rental income and advance lease payments from operating leases are recognised on a straight-line basis over the term of the
relevant Lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of
the leased Asset and amortised on a straight-line basis over the lease term.
The deferred and accrued income represents the difference between actual payments received in respect of the lease income
(including some received in full upfront) and the amount to be accounted for in the accounting records on a straight-line
basis over the lease terms. This liability/receivable will reduce over time as the leases continue and approach the end of the
lease terms.
(m) Property, Plant and Equipment – Aircraft
In line with IAS 16, each Asset is initially recorded at the fair value of the consideration paid. The cost of the Asset is made up
of the purchase price of the Asset plus any costs directly attributable to bringing it into working condition for its intended use.
Costs incurred by the Lessee in maintaining, repairing or enhancing the Aircraft are not recognised as they do not form part of
the cost to the Group. Property, plant, and equipment are subsequently measured at cost less accumulated depreciation and
impairment losses. Accumulated depreciation and any recognised impairment losses are deducted from cost to calculate the
carrying amount of the Asset.
Subsequently, depreciation is recognised so as to write off the cost of each Asset less the estimated residual value over the
estimated useful life of the Asset of 12 years, using the straight-line method.
The depreciation method reflects the pattern of benefit consumption. The residual value is reviewed regularly and is an estimate
of the fair amount the entity would receive today. Useful life is also reviewed regularly and, for the purposes of the Consolidated
Financial Statements represents the likely period of the Group’s ownership of these Assets. Depreciation starts when the Asset
is available for use.
The Group has regularly reviewed whether the carrying values of the Aircraft were appropriate. Quarterly the Board received an
update on the performance of Emirates Airline and whether there were any concerns over their viability from the advisors. The
Board also received regular updates on the market for A380 aircraft and whether there were any actions by Emirates or others
that would make the A380 more or less attractive at that time (and therefore influence value). If any such indication existed, the
recoverable amount of the Asset is estimated to determine the extent of the impairment loss (if any). Further details are given
in note 3.
As at the reporting date, the carrying amount of the Aircraft will be recovered principally through a sale transaction rather than
through continuing use and the Company has reviewed the carrying amounts of the Aircraft to determine whether there was any
indication that the aircraft had suffered an impairment loss.
Due to the agreement for the sale of the Aircraft post year end, the recoverable amount of the aircraft, being the higher of fair
value less costs to sell and VIU, was estimated to determine the extent of the impairment loss. In assessing VIU, the agreed
sales proceeds less expected sales related costs are used, and rental cash flows to the end of the contract are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the aircraft for which any estimates of future cash flows have not been adjusted.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
56
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
2 MATERIAL ACCOUNTING POLICIES (continued)
(n) Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire, are
extinguished, or if the Group transfers the financial assets to a third party and transfers all the risks and rewards of ownership
of the financial asset, or if the Group does not retain control of the asset and transfers substantially all the risk and rewards of
ownership of the financial asset.
Under IFRS 9, on initial recognition, a financial asset is classified as measured at:
— Amortised cost;
— FVOCI; or
— FVTPL.
The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed
and its contractual cash flow characteristics. The Group only has financial assets that are classified at amortised cost.
i) Financial assets held at amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated at FVTPL:
— it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
— its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
ii) Financial liabilities held at amortised cost
Financial liabilities consist of payables and borrowings. The classification of financial liabilities at initial recognition depends
on the purpose for which the financial liability was issued and its characteristics. All financial liabilities are initially measured
at fair value, net of transaction costs. All financial liabilities are recorded on the date on which the Group becomes party to the
contractual requirements of the financial liability. Financial liabilities are subsequently measured at amortised cost using the
effective interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of the financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on
initial recognition.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.
(o) Dividend policy
Dividends are accounted for in the period which they are declared and approved by the Board.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
57
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
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.
The following are the critical judgements and estimates that the Directors have made in the process of applying the Group’s
accounting policies and that have the most significant effect on the amounts recognised in the Consolidated Financial Statements.
Estimates
Residual Value, Impairment and Useful Life of Aircraft
As described in note 2(m), the Group depreciates the Assets on a straight-line basis over the estimated useful life of the Assets
after taking into consideration the estimated residual value.
IAS 16 requires residual value to be determined as an estimate of the amount that the Group would currently obtain from the
disposal of the Asset, after deducting the estimated costs of disposal, if the Asset were of the age and condition expected at the
end of its useful life.
The Group and Emirates reached an agreement that the Company would sell the four Aircraft to Emirates. The total aggregate
consideration to be paid by Emirates to the Group is £131.91 million for the four Assets. Thus, residual values as at 31 March
2025 have been arrived at by taking these agreed sale proceeds and deducting sale related costs. This ranges from £34.2 million
to £34.8 million.
The residual value as at 31 March 2024 of the A380 Aircraft were determined using soft values excluding inflation since Directors
consider this best approximates to residual value as required by IAS 16. For 31 March 2024 this ranged from £31.2 million to
Ā£31.6 million and was arrived at by taking the average amount of three independent external valuers and after taking into
account disposition fees where applicable.
A sensitivity showing the impact of a change in residual value is not relevant as at 31 March 2025 because Emirates and the
Company have agreed that the Aircraft will be sold for a fixed consideration to the Lessee at the end of the Lease.
A 10 percent reduction in the residual value used in the asset valuation as at 31 March 2024 would however have increased the
depreciation charges by £4.9 million. Closing shareholder equity would have fallen by the same amount. Conversely, an increase
in residual values as at 31 March 2024 would have had an equal and opposite effect.
Asset under IAS 16, is estimated based on the expected period for which the Group will own and lease the Aircraft. The Board of
Directors expects that the Aircraft will have a working life in excess of this period.
As described in note 2(m), an impairment loss exists when the carrying value of an asset or cash generating unit exceeds its
recoverable amount, which is the higher of its fair value less costs to sell and its VIU. The Group regularly reviews the Assets for
any indications of impairment as required by IAS 16 Property, Plant and Equipment and IAS 36 Impairment of Assets.
In assessing VIU, the estimated future cash flows expected to be generated by the Assets (i.e. the income streams associated
with the Lease and the agreed sales proceeds less expected sales related at the end of the Lease) are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the Assets and the credit risk profile of the Lessee.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
58
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
3 SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)
Estimates (continued)
Residual Value, Impairment and Useful Life of Aircraft (continued)
The Board assessed the discount rate. The Board considered that the discount rate is applied in the VIU calculation against both
future rental income, which is subject to a binding contract with the Lessee, and fair value less cost of disposal, which is the sales
proceeds less sales related costs. It further noted that as the leases approach the end of their terms, the relative importance of
future rental income has declined significantly. This has therefore resulted in revisions to the discount rate in comparison with
those employed in previous years.
The Board together with the Asset Manager have conducted an impairment review in the current year and determined that there
is indication of impairment considering the significant changes which will take place in the near future as a result of the agreed
sale of aircraft, the carrying amount of the Group’s net assets is more than its market capitalisation and the imminent liquidation
of the Group.
The impairment assessment was performed by comparing the depreciated cost of the Aircraft with VIU and the fair value less costs
to sell. Rental cash flows to the end of the contracts have been used in the calculation of VIU as the cash flows are contractual.
Any assumptions with regards to issues in counterparty credit risk would be reflected in the discount rate used to calculate the
net present value of future cash flows. In assessing VIU, the agreed sales proceeds less expected sales related costs is used, and
rental cash flows to the end of the contract are discounted to the present value using the companies risk discount rate of 5.5
percent (2024: 9.25 percent). The present value produced by this calculation was lower as at 31 March 2025 than depreciated
cost and so gave rise to an impairment loss.
The Directors, with the support of its Asset Manager believe that for the Group it is reasonable to assume as of the date of
approval of the annual financial statements that Emirates will continue with the contracted lease rental payments and the
purchase of the Aircraft, and there is no evidence at this time that Emirates will default.
The Directors have received advice from the service providers, and consider that 5.5 percent (2024: 9.25 percent) is the most
appropriate risk discount rate for the following reasons:
• The discount rate does not include a risk premium relative to the yield on Emirates’s unsecured USD bonds since it is applied
against both contractual rental receipts as well as contractual sales proceeds.
• The risk profile of Emirates at the period end and the running yield on the Emirates unsecured USD bond maturing in
March 2028 was for instance 4.57% and its yield to maturity 5.5%.
Based on the impairment review performed, an impairment loss of £4,635,412 was recognised the current year (31 March 2024:
£Nil), which resulted in a carrying value of the Aircraft in total to £143,673,234 at year end (31 March 2024: £167,283,686), as
reflected in note 10.
If the discount rate had been decreased by 0.5 percentage points with effect from the beginning of the year, the net profit for the
year and closing shareholder’s equity would have been increased by approximately Ā£0.37 million. An increase in the discount
rates by 0.5 percentage points would have an equal and opposite effect.
The Group has regularly reviewed the carrying amount of its Assets and monitor the Assets for any indications of impairment
as required by IAS 16 and IAS 36. Quarterly the Board received an update on the performance of Emirates Airline and whether
there were any concerns over their viability from the advisors. The Board also received regular updates on the market for A380
aircraft and whether there were any actions by Emirates or others that would make the A380 more or less attractive at that time
(and therefore influence value).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
59
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
3 SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)
Judgements
Basis of Accounting
The Directors have made the judgement that the Group should prepare the Consolidated Financial Statements on a basis other
than going concern. ā€˜Property, Plant and Equipment – Aircraft’ has been reclassified from non-current to current, due to the
agreed sales of the Aircraft to Emirates. Refer to note 2(a).
Operating Lease Commitments – Group as Lessor
The Group has entered into operating leases on four (31 March 2024: four) Assets. The Group has determined, based on an
evaluation of the terms and conditions of the arrangement, including consideration of the useful life versus the useful economic
life of the aircraft, that it retains all the significant risks and rewards of ownership of these Assets as well as assumes the entirety
of the residual value risk, and accounts for the contracts as operating leases.
4 RENTAL INCOME
Year ended Year ended
31 Mar 2025 31 Mar 2024
GBP GBP
A rent income
–
Adjustment to spread total income receivable
over the term of the lease
Amortisation of advance rental income
3,184,479
3,193,203
Deduction of rebate monies
(293,602)
(266,205)
B rent income
Adjustment to spread total income receivable
over the term of the lease
–
56,089
Total rental income
Rental income is derived from the leasing of the Assets. Rent is split into A rent, which is received in USD and B rent, which
is received in Sterling. Rental income received in USD is translated into the functional currency (Sterling) at the date of the
transaction. The adjustment to spread income received in USD over the term of the lease has been credited to rental income in
Sterling using foreign exchange rates prevailing on the dates the advanced rental income was originally received.
Total deferred income of £30,931,556 (31 March 2024: £82,782,114) is based on the difference between the actual cash received
in respect of the lease income and the amount of income recognized based on a straight-line basis over the lease term.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
60
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
5 OPERATING EXPENSES
Year ended Year ended
31 Mar 2025 31 Mar 2024
GBP GBP
Asset management fee (note 21)
712,956
695,565
Corporate shareholder and advisor fee (note 21)
528,112
515,232
Directors’ remuneration (note 6)
157,985
132,375
Directors’ and officers’ insurance*
144,902
274,953
Liaison agent fee
79,043
77,015
Audit fee
78,058
44,000
Administration fees
71,866
74,494
Legal and professional expenses
35,412
16,561
Accountancy fees
29,657
28,934
Registrar fees
18,251
16,876
Annual fees
1,955
1,000
Bank interest and charges
1,860
827
Other operating expenses
55,992
31,535
1,916,049
1,909,367
* The reduction of this expense is due to a sharp fall in the premiums levied in the relevant sectors of the insurance market.
6 DIRECTORS’ REMUNERATION
Directors’ remuneration was formally reviewed and increased during the Period, to reflect market conditions, effective 1 January
2025.
During the Period, each of the Company’s Directors was paid a fee of Ā£35,940 per annum, except for the Chair, with a fee of
£44,270 per annum and the Chair of the AR Committee, with a fee of £41,835 per annum.
Effective 1 January 2025 under their terms of appointment, each of the Company’s Directors is paid a fee of Ā£53,760 (31 March
2024: £30,000) per annum, except for the Chair, with a fee of £66,080 (31 March 2024: £37,000) per annum and the Chair of the
AR Committee, with a fee of £63,840 (31 March 2024: £34,500) per annum.
7 NET FOREIGN EXCHANGE (LOSSES)/GAINS
Year ended Year ended
31 Mar 2025 31 Mar 2024
GBP GBP
Cash at bank
(12,978)
(14,293)
Borrowings (note 19)
–
190,509
Rebates
–
1,587
(12,978)
177,803
The foreign exchange loss in the year reflects the 2.28 percent movement in the Sterling/USD exchange rate from 1.2623 as at
31 March 2024 to 1.2918 as at 31 March 2025.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
61
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
8 DIVIDENDS IN RESPECT OF EQUITY SHARES
Year ended 31 Mar 2025
Pence per
GBP Share
First interim dividend
4,537,500
2.0625
Second interim dividend
4,537,500
2.0625
Third interim dividend
4,537,500
2.0625
Fourth interim dividend
4,537,500
2.0625
8.25
Year ended 31 Mar 2024
Pence per
GBP Share
First interim dividend
4,537,500
2.0625
Second interim dividend
4,537,500
2.0625
Third interim dividend
4,537,500
2.0625
Fourth interim dividend
4,537,500
2.0625
8.25
Refer to the subsequent events in note 22 in relation to dividends declared and paid after year end.
9 EARNINGS PER SHARE
Earnings per share is based on the net profit for the year attributable to holders of Shares in the Company of £47,237,280
(31 March 2024: net profit for the year of £46,097,418) and 220,000,000 (31 March 2024: 220,000,000) Shares being the
weighted average number of Shares in issue during the year.
There are no dilutive instruments and therefore basic and diluted earnings per share are identical.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
62
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
10 PROPERTY, PLANT AND EQUIPMENT – AIRCRAFT
Aircraft Aircraft
31 Mar 2025 31 Mar 2024
GBP GBP
COST
Balance at beginning of the year
618,050,915
618,050,915
Balance at year end
618,050,915
618,050,915
ACCUMULATED DEPRECIATION AND IMPAIRMENT
Balance at beginning of the year
450,767,229
423,793,344
Depreciation charge based on previous residual values
Adjustment due to change in USD residual values
(9,995,656)
(1,475,594)
Adjustment due to FX movements on residual values
2,070,515
1,138,065
Net depreciation charge for the year
26,973,885
Adjustment due to impairment
4,635,412
–
Balance at year end
474,377,681
450,767,229
CARRYING AMOUNT
Balance at year end
143,673,234
167,283,686
The Company and Emirates reached an agreement that the Company would sell the four Aircraft to Emirates. The total aggregate
consideration to be paid by Emirates to the Company is £131.91 million for the four Assets. Aircraft has thus been classified as a
current asset in the Consolidated Statement of Financial Position.
Residual values as at 31 March 2025 have been arrived at by taking these agreed sale proceeds and deducting sale related costs.
As at 31 March 2024, the Group used current soft values excluding inflation which best approximates residual value as required
per IAS 16 (refer to note 3). The combined effect of translating residual values at the Sterling /USD exchange rate prevailing at
31 March 2025 of 1.2918 (31 March 2024: 1.2623) and a 12.34 percent increase in residual values in USD terms, resulted in a
Ā£7,925,141 decrease in the annual depreciation charge for the current year as compared to the charge which would have been
made if based on the 31 March 2024 residual value and foreign exchange rates.
Under IFRS 16 the direct costs attributed in negotiating and arranging the operating leases have been added to the carrying
amount of the leased Asset and therefore are being recognised as an expense over the lease term. The costs have been allocated
to each Aircraft based on the proportional cost of the Asset.
Refer to note 3 for details on the impairment review, sensitivities conducted and residual value assumptions and estimates.
11 FINANCE COSTS
Year ended Year ended
31 Mar 2025 31 Mar 2024
GBP GBP
Amortisation of debt arrangements costs
–
79,598
Interest payable
–
196,319
–
275,917
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
63
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
12 OPERATING LEASES
The amounts of minimum future lease receipts at the reporting date under non-cancellable operating leases are detailed below:
31 Mar 2025
31 Mar 2024
Aircraft- A Aircraft- B Aircraft- A Aircraft- B
rental receipts rental receipts rental receipts rental receipts
GBP GBP GBP GBP
Year 1
–
10,245,576
–
Year 2
–
–
–
–
–
The operating leases are for four Airbus A380-861 aircraft. The terms of the leases are as follows:
MSN132 Limited – term of the lease is for 12 years ending August 2025. The initial lease was for 10 years ended August 2023, with
an extension period of two years ending August 2025, in which rental payments reduced. The Group and Emirates have reached
agreement to sell the respective Asset to Emirates on 29 August 2025.
MSN133 Limited – term of the lease is for 12 years ending November 2025. The initial lease was for 10 years ended November 2023,
with an extension period of two years ending November 2025, in which rental payments reduced. The Group and Emirates
have reached agreement to sell the respective Asset to Emirates on 27 August 2025. The date of title transfer for MSN 133
has been agreed to facilitate required maintenance scheduled to take place outside of Dubai. Any rent that was due up until
November 2025, will be paid to the Company on 27 August 2025 with a corresponding discount for early payment.
MSN134 Limited – term of the lease is for 12 years ending November 2025. The initial lease was for 10 years ended November 2023,
with an extension period of two years ending November 2025, in which rental payments reduced. The Group and Emirates have
reached agreement to sell the respective Asset to Emirates on 14 November 2025.
MSN136 Limited – term of the lease is for 12 years ending October 2025. The initial lease was for 10 years ended October 2023,
with an extension period of two years ending October 2025, in which rental payments reduced. The Group and Emirates have
reached agreement to sell the respective Asset to Emirates on 29 October 2025.
13 RECEIVABLES
31 Mar 2025 31 Mar 2024
GBP GBP
Prepayments
95,251
132,541
Sundry debtors
40
40
Accrued interest
–
18,288
95,291
150,869
The above carrying value of receivables is its reasonable approximation of the fair value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
64
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
14 PAYABLES
31 Mar 2025 31 Mar 2024
GBP GBP
Accrued administration fees
8,339
8,478
Accrued audit fee
43,700
22,000
Accrued registrar fees
1,170
1,052
Other accrued expenses
12,365
25,743
65,574
57,273
The above carrying value of payables is its reasonable approximation of the fair value.
15 SHARE CAPITAL
The Share Capital of the Company is represented by an unlimited number of shares.
Administrative
Issued Shares Shares
Issued shares as at 31 March 2025 and 31 March 2024
2
220,000,000
Administrative
Shares Shares Total
Issued Shares GBP GBP GBP
Share Capital as at 31 March 2025 and 31 March 2024
–
208,953,833
208,953,833
Members holding Shares are entitled to receive and participate in any dividends out of income attributable to the Shares; other
distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting period; or
other income or right to participate therein.
Upon winding up, Shareholders are entitled to the surplus assets attributable to the share class remaining after payment of all
the creditors of the Company. Members have the right to receive notice of and to attend, speak and vote at general meetings of
the Company.
The holders of Administrative Shares are not entitled to receive, and participate in, any dividends out of income; other
distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting period; or
other income or right to participate therein. On a winding up, holders are entitled to a return of capital paid up on them after the
Shares have received a return of their capital paid up but ahead of the return of all additional capital to the holders of Shares.
The holders of Administrative Shares shall not have the right to receive notice of and no right to attend, speak and vote at
general meetings of the Company, except for at a general meeting proposing a liquidation resolution or if there are no Shares
in existence.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
65
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
16 CASH AND CASH EQUIVALENTS
31 Mar 2025 31 Mar 2024
GBP GBP
Cash at bank
2,089,150
8,581,445
Cash deposits
6,007,453
Cash and cash equivalents are highly liquid, readily convertible and are subject to insignificant risk of changes in value.
17 FINANCIAL INSTRUMENTS
The Group’s main financial instruments comprise of Cash and cash equivalents that arise directly from the Group’s operations.
18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s objective is to obtain income and returns and a capital return for its Shareholders by acquiring, leasing and then
selling Aircraft.
The following table details the categories of financial assets and liabilities held by the Group at the reporting date:
31 Mar 2025 31 Mar 2024
GBP GBP
Financial Assets
Cash and cash equivalents
Receivables (excluding prepayments)
40
18,328
Financial Assets measured at amortised cost
Financial Liabilities
Payables – due within one year
65,574
57,273
Financial Liabilities measured at amortised cost
65,574
57,273
The main risks arising from the Group’s financial instruments are capital management risk, foreign currency risk, credit risk,
liquidity risk and interest rate risk. The Board regularly review and agrees policies for managing each of these risks and these
are summarised below:
(a) Capital Management
The Group manages its capital to ensure that the Group will be able to continue to meet its obligations as they fall due until
the termination of the Lease agreements and the anticipated liquidation of the Company. The Company is not subject to any
externally imposed capital requirements.
The capital structure of the Group consists of cash and cash equivalents disclosed in note 16 and equity attributable to equity
holders, comprising issued capital and retained earnings.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
66
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(a) Capital Management (continued)
The Company’s Board typically reviews the capital structure on a bi-annual basis though with the Directors intention to distribute
the sale proceeds of the Assets to Shareholders, net of any liquidation and other costs and assuming successful completion and
no further or unexpected costs or events, as soon as possible following the Lease End Date, more frequent review is planned for
the period leading up to the anticipated liquidation.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025
and 2024.
(b) Foreign Currency Risk
The Group’s accounting policy under IFRS Accounting Standards requires the use of a Sterling historic cost of the Assets and
the value of the USD debt as translated at the spot exchange rate on every reporting date. In addition, USD operating lease
receivables are not immediately recognised in the Consolidated Statement of Financial Position and are accrued over the
period of the Leases. The Directors consider that this introduces an artificial variance due to the movement over time of foreign
exchange rates. In actuality, the USD operating lease should offset the USD payables on the amortising debt.
Lease rentals (as detailed in notes 4 and 12) were received in USD and Sterling, with rental currently only being received in
Sterling. Those lease rentals previously received in USD were used to pay the equipment note repayments due, also in USD. These
were repaid in full in May 2023. Both USD lease rentals and equipment note repayments were fixed and were for similar sums and
similar timings. The matching of lease rentals to settle equipment note repayments therefore minimised risks caused by foreign
exchange fluctuations.
The amounts of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
31 Mar 2025 31 Mar 2024
GBP GBP
Cash and cash equivalents (USD) – Asset
555,529
558,738
The following table details the Group’s sensitivity to a 15 percent (31 March 2024: 15 percent) appreciation of the USD against
Sterling. This represents the Directors’ assessment of the reasonably possible change in foreign exchange rates. The sensitivity
analysis includes only outstanding foreign currency denominated monetary items. The table below shows that profit and other
equity increase where the USD strengthens 15 percent because the net dollar assets increase in pound terms (31 March 2024: 15
percent). For a 15 percent (31 March 2024: 15 percent) weakening of the USD against the Pound, there would be a comparable
but opposite impact on the profit and other equity.
31 Mar 2025 31 Mar 2024
USD Impact USD Impact
GBP GBP
Profit or loss
83,329
83,811
Net asset value
83,329
83,811
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
67
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(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.
Please refer to the AR Committee's review of going concern on pages 39 and 40 where an assessment of Emirates is made.
The credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to
prudential supervision, or with high credit ratings assigned by international credit rating agencies.
The Group’s financial assets exposed to credit risk are as follows:
31 Mar 2025 31 Mar 2024
GBP GBP
Receivables (excluding prepayments)
40
18,328
Cash and cash equivalents
Surplus cash in the Group is held in accounts with RBSI, Wilmington Trust and HSBC. The banks have credit rating given by
Moody’s of P-1, Baa1 and A3 (2024: accounts with RBSI and Wilmington Trust, which have credit ratings given by Moody’s of P-1
and Baa1) respectively. The banks are shown as having a stable rating.
There is a contractual credit risk arising from the possibility that the Lessee may default on the lease payments. This risk is
mitigated, as under the terms of the lease agreements between the Lessee and the Group, any non-payment of the lease rentals
constitutes a ā€œSpecial Termination Eventā€, under which the Lease terminates and the Group may either choose to sell the Asset
or lease the Assets to another party.
At inception of the Lease, the Group selected a Lessee with a strong balance sheet and financial outlook. The financial strength
of Emirates is regularly reviewed by the Board and the Asset Manager.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
68
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(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. The Group’s main financial commitments are its ongoing operating expenses. The equipment notes were repaid
in full in May 2023.
The Company and Emirates reached an agreement that the Company would sell the four Aircraft to Emirates. The total aggregate
consideration to be paid by Emirates to the Company is £131.91 million for the four Assets. Refer to note 2(k).
Outside of short-term operational liabilities and liquidation costs the Company does not expect to have any significant financial
commitments following the sale of the Aircraft.
Ultimate responsibility for liquidity risk management rests with the Board, which established an appropriate liquidity
management framework at the incorporation of the Group, through the timings of lease rentals and debt repayments. The Group
manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by monitoring forecast and
actual cash flows, and by matching profiles of financial assets and liabilities.
The table below details the residual contractual maturities of financial liabilities.
1-3 months 3-12 months 1-2 years 2-5 years Over 5 years Total
31 Mar 2025 GBP GBP GBP GBP GBP GBP
Financial Liabilities
Payables
65,574
–
–
–
–
65,574
65,574
–
–
–
–
65,574
1-3 months 3-12 months 1-2 years 2-5 years Over 5 years Total
31 Mar 2024 GBP GBP GBP GBP GBP GBP
Financial Liabilities
Payables
57,273
–
–
–
–
57,273
57,273
–
–
–
–
57,273
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
69
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
18 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 reduction in deposit interest earned on bank deposits held by the Group. The
Group mitigates interest rate risk by fixing the interest rate on the equipment notes debt and the lease rentals. The equipment
notes were repaid in full in May 2023.
The following table details the Group’s exposure to interest rate risks:
Variable Fixed Non-interest
interest interest Bearing Total
31 Mar 2025 GBP GBP GBP GBP
Financial Assets
Receivables (excluding prepayments)
–
–
40
40
Cash and cash equivalents
15,499,951
–
–
Total Financial Assets
15,499,951
–
40
Financial Liabilities
Payables
–
–
65,574
65,574
Total Financial Liabilities
–
–
65,574
65,574
Total interest sensitivity gap
–
Variable Fixed Non-interest
interest interest Bearing Total
31 Mar 2024 GBP GBP GBP GBP
Financial Assets
Receivables (excluding prepayments)
–
–
18,328
18,328
Cash and cash equivalents
14,588,898
–
–
Total Financial Assets
14,588,898
–
18,328
Financial Liabilities
Payables
–
–
57,273
57,273
Total Financial Liabilities
–
–
57,273
57,273
Total interest sensitivity gap
–
If interest rates had been 150 basis points (31 March 2024: 250 basis points) higher throughout the year and all other variables
were held constant, the Group’s net assets attributable to Shareholders as at 31 March 2025 would have been Ā£232,499 (31 March
2024: £364,722) greater due to an increase in the amount of interest receivable on the bank balances.
If interest rates had been 150 basis points (31 March 2024: 250 basis points) lower throughout the year and all other variables
were held constant, the Group’s net assets attributable to Shareholders as at 31 March 2025 would have been Ā£232,499 (31 March
2024: £364,722) lower due to a decrease in the amount of interest receivable on the bank balances.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2025
70
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
19 CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
The following table discloses the changes in liabilities arising from finance activities including, both changes arising from
cash flows and non-cash flows. This table below excludes non-cash flows arising from the amortisation of associated costs. The
equipment notes were repaid in full in May 2023.
31 Mar 2025 31 Mar 2024
GBP GBP
Opening Balance
–
Cash flows paid – capital
–
(24,209,370)
Cash flows paid – interest
–
(200,516)
Non-cash flows
- Interest accrued
–
196,321
- Rebates movement
–
189,818
- Effects of foreign exchange – Rebates
–
(1,587)
- Effects of foreign exchange – Loans
–
(190,509)
Closing Balance
–
–
20 ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, the Group has no ultimate controlling party.
21 RELATED PARTY TRANSACTIONS AND MATERIAL CONTRACTS
Related parties
The Board are considered to be key management personnel. For details regarding the Directors’ remuneration please refer to
note 6. Shares held by them are disclosed on page 22 in the Directors’ Report.
Significant contracts with related parties who provide key management personnel to the reporting entity
Both the Asset Manager and Corporate Shareholder Adviser are considered as providing key management personnel as they
indirectly contribute to the planning, directing, and controlling the activities of the Group.
Amedeo is the Group’s Asset Manager.
During the year, the Group incurred £791,999 (31 March 2024: £772,580 ) of expenses with Amedeo of which £712,956 (31 March
2024: £695,565 ) related to asset management fees as shown in note 5. As at 31 March 2025, £60,963 (31 March 2024: £59,313)
was prepaid to this related party.
Nimrod is the Group’s Corporate and Shareholder Advisor.
During the year, the Group incurred £528,112 (31 March 2024: £515,232) of expenses with Nimrod. As at 31 March 2025, £nil
(31 March 2024: £nil) was owing to this related party.
22 SUBSEQUENT EVENTS
On 10 April 2025, a further dividend of 2.0625 pence per Share was declared and this was paid on 30 April 2025.
On 10 July 2025, a further dividend of 2.0625 pence per Share was declared and this is expected to be paid on 31 July 2025.
Apart from the subsequent dividend payments discussed above and the agreed sale of aircraft with Emirates discussed in note 2
(k), there are no other subsequent events to disclose.
KEY ADVISERS AND CONTACT INFORMATION
For the year ended 31 March 2025
71
Doric Nimrod Air Three Limited (the ā€œCompanyā€) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION
Exchange:
Ticker:
Listing Date:
Financial Year End:
Base Currency:
ISIN:
SEDOL:
LEI:
Country of Incorporation:
Registration number:
Specialist Fund Segment of the London Stock Exchange’s Main Market
DNA3
2 July 2013
31 March
Pound Sterling
GG00B92LHN58
B92LHN5
213800BMYMCBKT5W8M49
Guernsey
54908
MANAGEMENT AND ADMINISTRATION
Registered Office
Doric Nimrod Air Three Limited
Ground Floor
Dorey Court
Admiral Park
St Peter Port
Guernsey, GY1 2HT
Secretary and Administrator
JTC Fund Solutions (Guernsey) Limited
Ground Floor
Dorey Court
Admiral Park
St Peter Port
Guernsey, GY1 2HT
Asset Manager
Amedeo Limited
Pembroke House
28-32 Pembroke Street Upper
Dublin 2, Ireland
D02 EK84
Corporate and Shareholder Advisor
Nimrod Capital LLP
35 Ballards Lane
London
N3 1XW
Registrar
JTC Registrars Limited
Ground Floor, Dorey Court
Admiral Park
St Peter Port
Guernsey, GY1 2HT
Lease and Debt Arranger
Amedeo Management Limited
Pembroke House
28-32 Pembroke Street Upper
Dublin 2, Ireland
D02 EK84
Advocates to the Company (as to Guernsey Law)
Carey Olsen
Carey House
Les Banques
St Peter Port
Guernsey, GY1 4BZ
Auditor
Grant Thornton Limited
St James Place
St James Street
St Peter Port
Guernsey
GY1 2NZ
Solicitors to the Company (as to English Law)
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
England, EC2A 2HS
The paper used in this publication is 100%
post consumer reclaimed material, certified in
accordance with the FSCĀ® (Forest Stewardship
Council), reducing the impact of landfill and
energy consumption.