Annual Report and Consolidated Financial Statements
From 1 April 2023 to 31 March 2024
CONTENTS
Page
1 Definitions
4 Summary Information
5 Company Overview
7 Chairās Statement
9 Asset Managerās Report
16 Directors
17 Service Providers
19 Key Information
23 Directorsā Report
34 Environmental, Social and Governance Report
39 Audit and Risk Committee Report
47 Independent Auditorās Report
51 Consolidated Statement of Comprehensive Income
52 Consolidated Statement of Financial Position
53 Consolidated Statement of Cash Flows
54 Consolidated Statement of Changes in Equity
55 Notes to the Consolidated Financial Statements
76 Key Advisers and Contact Information
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DEFINITIONS
āADā Airworthiness Directive
āAdministrative Sharesā Subordinated administrative shares
āAEDā United Arab Emirates dirham
āAGMā Annual general meeting
āAmedeoā or āthe Asset Managerā Amedeo Management Limited
āAR Committeeā Audit and Risk Committee
āArticlesā Companyās Articles of Incorporation
āASKsā Available seat kilometres
āAsset(s)ā or the āAircraftā Airbus A380 Aircraft
āATKsā Available Tonne Kilometres
āBoardā Companyās board of Directors
āChairā Chair of the Board
āCodeā The UK Corporate Governance Code
āCORSIAā Carbon Offsetting and Reduction Scheme for International Aviation
āDTRsā Disclosure Guidance and Transparency Rules
āDNA3ā or the āCompanyā Doric Nimrod Air Three Limited
āDNA Alphaā DNA Alpha Limited
āEBITDAā Earnings Before Interest, Taxes, Depreciation and Amortisation
āEETCā or āTrust Certificatesā Enhanced equipment trust certificates
āEmiratesā or the āLesseeā Emirates Airline
āESGā Environmental, Social and Governance
āEUā European Union
āFCAā Financial Conduct Authority
āFAAā US Federal Aviation Authority
āFRCā Financial Reporting Council
āFVOCIā Fair value through other comprehensive income
āFVTPLā Fair value through profit or loss
āGBPā, āĀ£ā or āSterlingā Pound Sterling
āGrant Thorntonā Grant Thornton Limited
āGFSCā Guernsey Financial Services Commission
āGHGā Greenhouse gas
āGroupā the Company and its subsidiary
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DEFINITIONS (continued)
āIASī1ā International Accounting Standard 1 ā Presentation of financial statements
āIASī7ā International Accounting Standard 7 ā Statement of Cash Flows
āIASī8ā International Accounting Standard 8 ā Accounting policies
āIASī16ā International Accounting Standard 16 ā Property, Plant and Equipment
āIASī21ā International Accounting Standard 21 ā The Effects of Changes in Foreign Exchange
Rates
āIASī36ā International Accounting Standard 36 ā Impairment of Assets
āIASBā International Accounting Standards Board
āIATAā International Air Transport Association
āICAOā International Civil Aviation Organization
āIEnvAā IATA Environmental Assessment
āIFRICā International Financial Reporting Interpretations Committee
āIFRSā International Financial Reporting Standards ā Accounting standards as adopted by
the EU
āIFRSī16ā IFRSī16 ā Leases
āISAE 3402ā International Standard on Assurance Engagement 3402
āISTATā International Society of Transport Aircraft Trading
āJTCā or āSecretaryā or āAdministratorā JTC Fund Solutions (Guernsey) Limited
āRegistrarā JTC Registrars Limited
āSAFā Sustainable Aviation Fuel
āLawā The Companies (Guernsey) Law, 2008, as amended
āLease(s)ā Lease of Aircraft to Emirates
āLoan(s)ā Borrowings obtained by the Group to part-finance the acquisition of Aircraft
āLSEā London Stock Exchange
āNimrodā or āCorporate and Shareholder
Adviserā
Nimrod Capital LLP
āPandemicā COVID-19 pandemic
āPeriodā 1īApril 2023 until 31īMarch 2024
āPLFā Passenger load factor
āRegistrarā JTC Registrars Limited
āRPKsā Revenue passenger kilometres
āSDGsā Sustainable Development Goals
āSFSā Specialist Fund Segment
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DEFINITIONS (continued)
āShareholdersā or āMembersā Shareholders of the Company
āSharesā Ordinary Preference Shares
āShare Capitalā Share capital of the Company
āSubsidiaryā DNA Alpha Limited
āUAEā United Arab Emirates
āUKā United Kingdom
āUSDā or ā$ā US dollars
āVIUā Value-in-use
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
SUMMARY INFORMATION
Listing Specialist Fund Segment of the London Stock Exchangeās Main Market
Ticker DNA3
Share Price 54.0īpence (as at 31īMarch 2024)
54.0 pence (as at 12 July 2024)
Market Capitalisation GBP 118.80 million (as at 12 July 2024)
Current Dividend / Future Anticipated Dividend Current dividends are 2.0625īpence per quarter per share (8.25īpence
per annum) and it is anticipated that this will continue until the aircraft
leases begin to terminate in 2025.
Dividend Payment Dates April, July, October, January
Currency Sterling
Launch Date / Share Price 2īJuly 2013 / 100īpence
Incorporation and Domicile Guernsey
Aircraft Registration Number
(Lease Expiry Dates include a 2īyear extension)
A6-EEK (29īAugust 2025)
A6-EEO (29īOctober 2025)
A6-EEM (14īNovember 2025)
A6-EEL (27īNovember 2025)
Asset Manager Amedeo Management Limited
Corporate and Shareholder
Adviser
Nimrod Capital LLP
Administrator JTC Fund Solutions (Guernsey) Limited
Auditor Grant Thornton Limited
Market Makers Investec BankīPlc,
Jefferies InternationalīLtd,
Panmure Liberum Capital Ltd,
Peel HuntīLLP,
Shore CapitalīLtd,
Winterflood SecuritiesīLtd
SEDOL, ISIN, LEI B92LHN5, GG00B92LHN58, 213800BMYMCBKT5W8M49
Year End 31īMarch
Website www.dnairthree.com
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
COMPANY OVERVIEW
DNA3 is a Guernsey company incorporated on 29īMarch 2012.
Pursuant to the Companyās Prospectus dated 20īJune 2013, the Company, on 2īJuly 2013, offered its Shares for issue by means of
a placing and raised approximately GBP211īmillion by the issue of Shares at an issue price of 100īpence per share. The Companyās
Shares were admitted to trading on the SFS on 2īJuly 2013.
As at 12 Julyī2024, the last practicable date prior to the publication of this report, the Companyās total issued Share capital consisted
of the Administrative Shares and 220,000,000 Shares. The Shares were trading at 54.00 pence per Share.
Investment Objective and Policy
The Companyās 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 has used the net proceeds of placings and other equity capital
raisings, together with debt facilities (or instruments), to initially 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:īDNA Alpha which holds the Assets for the Company.
The first Asset was acquired by DNA Alpha on 29īAugust 2013 for a purchase price of USD245īmillion. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the first Asset has been leased to Emirates for an expected initial
term of 10īyears, ended Augustī2023, with an extension period of two years ending Augustī2025, in which rental payments reduce.
The loan terms for this Aircraft were arranged to match the contractual rental received during the initial lease term of 10īyears
including the final rental prepayment in the event that the extension was not utilised.
The second Asset was acquired by DNA Alpha on 29īOctober 2013 for a purchase price of USD245īmillion. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the second Asset has been leased to Emirates for an expected initial
term of twelve years, with fixed lease rentals for the duration. The initial Lease is for 10īyears ended Octoberī2023, with an extension
period of two years ending Octoberī2025, in which rental payments reduce. The loan terms for this Aircraft were arranged to match
the contractual rental received during the initial lease term of 10īyears including the final rental prepayment in the event that the
extension was not utilised.
The third Asset was acquired by DNA Alpha on 14īNovember 2013 for a purchase price of USD245īmillion. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the third Asset has been leased to Emirates for an expected initial
term of twelve years, with fixed lease rentals for the duration. The initial Lease is for 10īyears ended Novemberī2023, with an extension
period of two years ending Novemberī2025, in which rental payments reduce. The loan terms for this Aircraft were arranged to match
the contractual rental received during the initial lease term of 10īyears including the final rental prepayment in the event that the
extension was not utilised.
The fourth Asset was acquired by DNA Alpha on 27īNovember 2013 for a purchase price of USD245īmillion. Upon delivery, DNA Alpha
entered into an operating Lease with Emirates, pursuant to which the fourth Asset has been leased to Emirates for an expected
initial term of twelve years, with fixed Lease rentals for the duration. The initial Lease is for 10īyears ended Novemberī2023, with an
extension period of two years ending Novemberī2025, in which rental payments reduce. The loan terms for this Aircraft were arranged
to match the contractual rental received during the initial lease term of 10īyears 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 notesīwere 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 10īJuly 2013.
Further information about the construction of these Leases is available in noteī12 to the Consolidated Financial Statements.
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
COMPANY OVERVIEW (continued)
The EETCs, with an aggregate face amount of approximately USD630īmillion, were admitted to the official list of the Euronext Dublin
and traded on the Main Securities market thereof, maturing on 30īMay 2023.
Emirates bears all operating costs (including maintenance, repairs, and insurance) relating to the Aircraft during the lifetime of the
Lease.
Distribution Policy
The Company currently targets a distribution of 2.0625īpence per Share per quarter.
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 2.0625īpence per Share. Two interim dividends of 2.0625īpence per Share had been declared after the reporting period. Further
details of dividend payments can be found on page 23.
Return of Capital
The Company intends to return to Shareholders the net capital proceeds if and when the Company is wound up (pursuant to a
Shareholder resolution, including the Liquidation Resolution), subject to compliance with the Articles and the applicable laws
(including any applicable requirements of the solvency test contained therein).
Liquidation Resolution
Although the Company does not have a fixed life, the Articles require that the Directors convene a general meeting of the Company
in Novemberī2026 where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the
term of the Leases. In the event that the liquidation resolution is not passed, the Directors will consider alternatives for the future
of the Company, including re-leasing the Assets, or selling the Assets and reinvesting the capital received from the sale of the Assets
in other aircraft.
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
CHAIRāS STATEMENT
The Company
During the Period I am delighted to say that the Company has continued to declare and pay four quarterly dividends of 2.0625īpence
per Share each, a rate of dividend payment amounting to 8.25īpence per Share per annum.
The Companyās 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 structures of the operating Leases relating to the Companyās four Aircraft are described on page 67. 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 and all debt associated with the Companyās Aircraft have now 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 during the
Period and throughout the Lease have been made in accordance with the terms of the Lease. The Companyās first scheduled Lease
expiry falls due in Augustī2025 and the last in Novemberī2025.
At 12 July 2024 the share price was 54.00ī pence, representing a market capitalisation of GBP 118.80 million based on the
220,000,000īShares in issue.
Market Conditions
The rebound in travel generally has continued throughout the financial year and Emirates have benefitted significantly, in part as a
result of the A380, for which they are by far the largest operator. The Board has noted the purchase by Emirates last year of two Airbus
A380s owned by Doric Nimrod Air Two Limited. On 7īMay 2024, Emirates announced a significant change to its premium cabin retrofit
programme, which included an additional 43 A380 and 28 B777 aircraft (up from 67 A380s and 53 777s) bringing the total aircraft
to be retrofitted to 191 aircraft. This increase will likely include the Companyās 4 A380 aircraft, however official confirmation is yet to
be received from the airline. The refurbishment work is entirely managed in house at Emiratesā Engineering Centre and Emirates are
collaborating with 48 major partners and suppliers.
During the Companyās financial year ended on 31 March 2024, global air passenger traffic continued its road to recovery. In May 2024
demand measures in RPKs was up by 10.7% from its level a year earlier. Over the same period airlinesā capacity, measured in ASKs,
increased by 8.5%, resulting in an improved average PFL of 83.4%. In February 2024, the airline industry achieved full recovery in
total passenger traffic, surpassing the 2019 (pre-Pandemic) threshold by 5.7%. Domestic travel grew 13.7% over its 2019 levels,
while international traffic was 0.9% higher than in February 2019. According to IATA, there was an increase in trip bookings made in
May and the first half of June for travel during the second half of June and the whole of month of July, which suggests that air traffic
and demand in both domestic and international segments are expected to maintain a positive trend.
For the financial year ended 31īMarch 2024, the Emirates Group posted a record profit of AEDī18.7ībillion (USDī5.1ībillion), up 71%
compared with an AEDī10.9ībillion (USDī3.0ībillion) profit for last year. The Groupās revenue was AEDī137.3ībillion (USDī37.4ībillion),
an increase of 15% over the previous yearās results. The Emirate Groupās cash balance was AEDī47.1ī billion (USDī12.8ī billion),
the highest ever reported, up 11% from the previous year. In 2023-24, the Emirates Group collectively invested AEDī8.8ībillion
(USDī2.4ībillion) in new aircraft, facilities, equipment, companies, and the latest technologies to support its growth plans.
The airline itself reported a record profit of AEDī17.2ībillion (USDī4.7ībillion), up 63% from AEDī10.6ībillion (USDī2.9ībillion) the
previous year.
ā¢ Revenue rose 13% to AEDī121.2ībillion (USDī33.0ībillion), as the airline deployed more capacity to meet the increasing demand.
ā¢ Airline capacity in ATKs increased by 20%, closing the gap to pre-Pandemic levels.
ā¢ Emirates brought its flagship A380 and popular Premium Economy product to even more cities, as 16 more aircraft rolled out the
cabin retrofit programme, fully refurbished with the airlineās latest signature products. As of 31īMarch 2024, the Emirates A380
served 49 destinations.
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
CHAIRāS STATEMENT (continued)
ā¢ Emirates ended its 2023-24 financial year with AEDī42.9ībillion (USDī11.7ībillion) in cash assets (including bank deposits),
the highest-ever balance in the companyās history. The cashflow from operating activities came in strongly at AEDī37.6ībillion
(USDī10.3ībillion).
ā¢ Emirates carried 51.9ī million passengers (up 19%) in 2023-24, reaching an average PLF of 79.9%, an improvement of 0.4
percentage point compared to the same period the year before.
Further details on Emirates and the A380 can be found in the Asset Managerās Report on pagesī9 to 15
.
Stakeholder Engagement
Our Asset Manager, Amedeo, continues to monitor the Leases, and is in frequent contact with the Lessee 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 Companyās 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 UKās Companies Actī2006) can be found on page 31.
On behalf of the Board, I would like to thank our service providers for their ongoing assistance and, most importantly, all Shareholders
for their continuing support.
The Board
I would like to close by thanking my fellow Board members, the Corporate and Shareholder Adviser, Asset Manager and all other
critical service providers who continue to service the Company and have positioned us well to deliver value for our shareholders in
what have been challenging market conditions over the last few years. Most importantly, on behalf of the Board, I would like to thank
all Shareholders for your continued support.
Andreas Tautscher
Chair
23 Julyī2024
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGERāS 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 Marchī2024 unless otherwise noted.
1. The Assets
The Company acquired four Airbus A380 aircraft by the end of Novemberī2013. Since delivery, each of the four aircraft has been leased
to Emiratesā the national carrier owned by the Investment Corporation of Dubai, based in Dubai, UAE ā for a term of 12īyears with
fixed lease rentals for the duration. In order to complete the purchase of the aircraft, DNA Alpha, a wholly owned subsidiary of the
Company, issued EETC ā a form of debt security ā in Julyī2013 in the aggregate face amount of USDī630īmillion. In Mayī2023, DNA
Alpha has fully repaid all outstanding EETC obligations.
Between January and Marchī2024, the Company announced that DNA Alpha has received four notices in total from Emirates that it is
exercising the options to enable it to redeliver MSNs 132, 133, 134 and 136 in the minimum condition equivalent to āhalf-lifeā together
with a cash sum, as opposed to delivery in full-life condition. In the event the aircraft are returned to the subsidiary, Emirates will pay
the sum of USDī12,000,000 per Aircraft to the subsidiary, in addition to the contracted monetary compensation arrangements, on or
prior to the respective lease expiry dates as per the Summary Information on page 4 above. The notices received do not preclude the
Company from considering lease extension, sale or re-lease options for the aircraft with Emirates or other counterparties.
Aircraft utilisation for the Period from delivery of each Airbus A380 until the end of Marchī2024 was as follows:
MSN Delivery Date Flight Hours Flight Cycles Average Flight Duration
132 29/08/2013 37,446 4,609 8h 7m
133 27/11/2013 37,487 4,303 8h 43m
134 14/11/2013 35,006 3,977 8h 48m
136 29/10/2013 37,127 4,158 8h 56m
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.
Emirates bears all operating costs relating to the aircraft during the lifetime of the leases (including for maintenance, repairs, and
insurance).
In Novemberī2023 the EU Aviation Safety Agency issued an AD for A380 aircraft adopting the already mandatory inspection of wing
rear spars between certain wing ribs. After further results of the inspections of the wing rear spars by Airbus revealed more findings,
criteria previously specified by Airbus were no longer justified. Prompted by these developments, Airbus redefined one of the driving
parameters for the threshold for wing rear spars inspections, by replacing a previous to-be-calculated factor with a fixed factor,
defined in this AD. This new factor focuses on time spent in storage.
Starting in 2019 a series of ADs were issued addressing concerns about potential cracks in certain wing rear spars. However, the
Aircraft owned by the Company were not due for inspections according to earlier ADs. Based on the data and evidence collected
during the inspections over the last four years or so, contributing factors in addition to the age of the wing were identified. The
probability of a crack, for example, also depends on the amount of time an aircraft has spent on the ground (stored or parked) in
severe environmental conditions. The phenomenon underlying this relationship is called Hydrogen Environmental Assisted Cracking.
It affects specific aluminium alloys used in the A380. Emirates aircraft are more severely affected than those of other A380 operators
due mainly to the hot desert climate in the UAE and prolonged storage periods during the Pandemic in that environment.
Emirates schedules 60īdays for the initial inspection. Repeat inspections are currently scheduled at an interval of 36īmonths. Three of
the Companyās four aircraft were inspected in Toulouse (France), Teruel (Spain), and Beijing (China) starting in Septemberī2023 and
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGERāS REPORT (continued)
returned to service in mid-December immediately after the work had been completed. The final Aircraft has been ferried to Amman
(Jordan) in mid-Marchī2024 to conduct the wing span inspection and returned to service in May.
Inspections
The Asset Manager conducted physical inspections and records audits of the Aircraft as per the below table. Conditions of the
respective Aircraft and its technical records were in compliance with the provisions of the respective lease agreements.
MSN Last Inspection MSN Last Inspection
132 01/2024 134 05/2023
133 05/2023 136 05/2023
2. Market Overview
The impact of the Pandemic on the global economy was severe, resulting in a 3.1% contraction in global GDP in 2020, followed by a
recovery of 6.2%, 3.0% and 2.6% in 2021, 2022 and 2023 respectively. According to its latest report on global economic prospects
from Januaryī2024, the World Bank expects a growth rate of 2.4% for the current year.
In Decemberī2023 IATA revised its 2023 projection for the airline industry net profits from USDī9.8ībillion to USDī23.3ībillion. In
2024 profitability is expected to increase further, reaching USDī25.7ībillion, a year-over-year 0.1 percentage point net profit margin
improvement.
The year 2023 was marked by a strong industry-wide recovery of air passenger traffic, measured in RPKs, with a year-on-year growth
of 36.9%. Traffic reached 94.1% of its 2019 pre-Pandemic levels. The supply of seats, measured in ASKs, increased by 31.0% from the
previous year compared to 2022 and reached 94.4% of its 2019 levels. The average PLF in 2023 came in at 82.3%, an improvement of
3.6 percentage points from 2022 and only 0.3 percentage points below its 2019 levels.
The industry had a strong start in the new calendar year. In January RPKs grew by 16.6% compared to the same period the year before.
With 99.6% of pre-Pandemic travel levels seen in Januaryī2019, the industry was closer than ever to monthly recovery. Over the last
twelve months airlines increased their capacities, measured in ASKs, by 14.1%, resulting in a PLF of 79.9% in Januaryī2024. This is an
improvement of 1.7 percentage points from Januaryī2023 and 0.1 percentage points from its pre-Pandemic levels in Januaryī2019.
The majority of airline regions have now exceeded their 2019 benchmark on a monthly basis, according to IATA.
While international travel, measured in RPKs, is still 4.3% short of its volume before the sector was hit by the Pandemic, global
domestic travel has fully recovered, surpassing the 2019 benchmark levels by 6.7% in Januaryī2024. Domestic air passenger traffic is
particularly strong in the United States, China and India, while Australia, Brazil and Japan are lagging behind. With strong domestic
tourism in the worldās second largest market for domestic air travel, China is leading domestic air travel growth compared to both
the previous year and the respective pre-Pandemic levels. In Januaryī2024 RPKs increased by 33.2% year-on-year and 15.0% when
compared to pre-Pandemic levels in Januaryī2019.
The latest ticket sales on a global level ācontinue to indicate resilient demand for air travel on both market segments [domestic and
international]ā, according to an IATA report released in Marchī2024.
The Middle East, where the Lessee is located, recorded an RPK increase of 16.2% between Januaryī2023 and Januaryī2024, surpassing
its pre-Pandemic air passenger traffic by nearly 4%. Capacities, measured in ASKs, expanded by 15.3% over the period, resulting
in a 0.6 percentage point improvement of the average PLF to 79.9% or 5.4 percentage points above its pre-Pandemic levels in
Januaryī2019.
Source:īIATA, World Bank
Ā© International Air Transport Association, 2024. Air Passenger Market Analysis Decemberī2023. Air Passenger Market Analysis Januaryī2024. Global Outlook for Air Transport ā
Decemberī2023. Available on the IATA Economics page.
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGERāS REPORT (continued)
3. Lessee ā Emirates
Network
From 21īFebruary 2024 till the end of its winter flight schedule Emirates temporarily upgraded the daily flight from Dubai to the
Austrian capital Vienna to an A380 service. Emirates has not operated the A380 since Augustī2022 on this route and hopes for a
permanent return of the A380 in the future.
Starting on 1īJune 2024 Emirates will deploy an A380 for daily flights to Osaka, Japan, replacing the Boeing 777-300ER currently
operating on this route. The upgrade will result in 910 additional weekly seats between Dubai and Osakaās Kansai Airport being
operated by a retrofitted four-class A380 with the airlineās latest premium economy product.
From 1ī October 2024 Emirates will upgrade its second daily flight between Dubai and Brisbane, Australia, to an A380 service.
According to the CEO of Brisbaneās airport, āthis will allow up to 100,000 extra passengers per year to travel between Queensland
and Europe, which is Brisbaneās second busiest international destinationā. Starting on 1īDecember 2024 the Lessee will also add
a second daily flight to Perth. By Decemberī2024, Emirates expects to have returned to its pre-Pandemic capacity offering with 77
weekly services to Australia.
From 1īMay 2024 Emirates will reintroduce its daily service to the Cambodian capital, Phnom Penh, via Singapore.
Emirates signed a series of strategic partnership agreements at Europeās leading travel and trade show ITB in Berlin. This includes
new collaborations with the Greek National Tourism organisation, Austrian National Tourist Office and Tourism Ireland. The airline
further renewed partnerships with TUI and AIDA Cruises. In 2023 Emirates transported around 400,000 cruise passengers using Dubai
cruise terminals. Dubai expects 23% more cruise passengers for the upcoming season.
Fleet
According to Emirates, its passenger aircraft fleet consisted of 116 Airbus A380s and 133 Boeing 777s at the end of Marchī2024. Over
the last two years or so Emiratesā President, Sir Tim Clark, has provided multiple status updates on the likely future of the airlineās
A380 fleet. In Februaryī2022 he reported on recycling efforts of the first five A380s Emirates had retired, but pointed out that these
efforts will not continue with further A380s. At that time Emirates aimed to extend the life of about 120 A380s and 777s by six to ten
years each.
In a Juneī2023 interview with Bloomberg, Clark refined the timeline about the future of its A380 fleet, noting that Emirates āwill keep
them flying until 2032ā before the airline starts to take them out of its fleet. Under the current circumstances their operation is āvery
profitableā for the carrier, Clark noted at that time. In Novemberī2023 he once again extended the scheduled end of Emiratesā A380
services, stating that the airline intends to fly the A380 until at least 2041 due to the lack of availability of similar-sized replacement
aircraft. The statement was repeated similarly in Marchī2024, noting that Emirates plans to keep A380s flying until the late 2030s,
with corresponding extensions of aircraft leases.
To maintain and improve operational efficiency and maximise fleet performance and reliability of its A380 fleet āwell into the next
decadeā, Emirates signed agreements worth over USDī1.5ībillion at the 2023 Dubai Air Show. Partners such as Honeywell, Collins
Aerospace, Lufthansa Technik and Gameco will deliver aviation aftermarket and Maintenance, Repair and Overhaul services. āOur
continued commitment to and confidence in the A380 are why we are investing heavily to keep the fleet in optimal shape and pristine
condition. The A380 will remain core to our network and customer proposition for the next decade, and we want to ensure our fleet is
in tip-top shapeā, said Clark in a statement.
In Marchī2024 Emiratesā President reported strong demand for flights in the airlineās upcoming summer season, noting that the
capacity is āpretty much sold outā for the summer ā and the lack of additional capacity:īāThere is so much more [we could fly]. South
America, Africa, Asia ā¦ If I could just get another 50% more aircraft in the air, I would do it.ā
In Mayī2024, the carrier announced an expansion of its existing cabin retrofit program with plans to completely refurbish another
43 A380s and 28 Boeing 777 aircraft, topping up its multi-billion-dollar investment and ensure product consistency across fleet. The
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Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGERāS REPORT (continued)
latest addition would bring the number of A380s with newest generation seats, including the installation of a premium economy class
seats, and updated cabin fittings to 110.
In Novemberī2023 at the Dubai Air Show, Emirates also added a number of aircraft to its existing order book for a combined list price
value of USDī58ībillion:
Boeing 777X
In Novemberī2023 Emirates topped up an existing order for 115 Boeing 777Xs, a combination of 16 777-8s and 99 777-9s, by signing
a firm order for another 35 777-8 and 55 777-9 aircraft. This brings the Lesseeās Boeing 777X orderbook to a total of 205 units.
According to a statement from Tim Clark in Novemberī2023, delivery of the first 777-9 from the initial order was expected from
Octoberī2025. Deliveries from the new 777-9 order are scheduled up until 2035. The slightly smaller 777-8, for which Emirates is one
of the launch customers, is expected to commence delivery in 2030.
If delivered in 2025, the Boeing 777-9 will be over five years late. Due to multiple delays, and as these aircraft are destined to replace
the airlineās aging Boeing 777-300ER fleet, the carrier has extended the lease period of 25 Boeing 777 aircraft during the 2022/23
financial year, with another 12 during last financial year, and included the aircraft type in its refurbishment programme.
Late last year Tim Clark had no concerns that the delivery of the first 777-9 aircraft for Emirates could slip into 2026. However, his view
has changed, and he is ābeginning to doubtā that the airline will receive its first aircraft in 2025, according to a statement from late
Februaryī2024. In early Januaryī2024 an emergency exit plug and panel separated in flight from a Boeing 737-9 MAX aircraft delivered
only a few weeks earlier. This is the latest event in a series of production-related incidents across the families of Boeing commercial
airplanes. In late Decemberī2023 Boeing, for example, had urged 737 MAX operators to inspect their aircraft for a āpossible loose
bolt in the rudder control systemā. The latest accident has raised concerns and immediately triggered an FAA investigation into
Boeingās manufacturing processes. Furthermore, the FAA announced increased oversight of Boeing production and manufacturing.
In addition, Boeing has hired an independent special adviser conducting āa thorough assessment of Boeingās quality management
system for commercial airplanes, including quality programmes and practices in Boeing manufacturing facilities and its oversight
of commercial supplier qualityā, according to a company statement. Meanwhile, the FAA announced an āassessment of safety risks
around delegated authority and quality oversight, and examination of options to move these functions under independent, third-
party entitiesā. The concept of delegated authority allows designated employees within Boeing to act on behalf of FAA to streamline
aircraft certification. The tightening grip of the FAA on Boeing will likely impact the certification of new aircraft types including the
777X series.
In early Marchī2024 the FAA announced that a six-week audit of Boeing and supplier Spirit AeroSystems found multiple instances
where the companies allegedly failed to comply with manufacturing quality control requirements. The FAA investigation is continuing,
while Boeingās CEO has announced his resignation effective as of the end of 2024.
With Airbus A380s and Boeing 747s no longer available for order, the Boeing 777X is currently the biggest aircraft in production.
Boeing 787
During the 2023 Dubai Air Show Emirates also updated an existing order for 30 Boeing 787-9 aircraft and committed to purchasing
another five. As per the latest agreement of mid-Novemberī2023, Emirates will receive 20 Boeing 787-8s and 15 Boeing 787-10s.
However, the airline did not share an updated delivery timeline.
The previously ordered 787-9 aircraft were supposed to be delivered from Mayī2023 onwards. But Clark does not expect the 30
Boeing 787s to join his fleet soon. Delivery of the 787 family paused for about 19īmonths between Novemberī2020 and Augustī2022
after Boeing had identified quality issues. It only resumed after the FAA decided the airframer āhad made the necessary changes to
ensure that the 787 Dreamliner meets all certification standardsā. Deliveries paused for another few weeks in February/Marchī2023
over concerns connected to the aircraftās forward pressure bulkhead which were then resolved. In Juneī2023 Boeing announced the
discovery of yet another production flaw that required the manufacturer to inspect all 90 787 aircraft in its inventory, potentially
affecting the timing of near-term 787 deliveries as well.
13
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGERāS REPORT (continued)
In Septemberī2023 Clark said, āthe 787 isnāt in the short-term picture at this point in timeā.
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 of these is expected to join Emiratesā fleet in Augustī2024. For the first 50 aircraft the airline and
the manufacturer agreed on a ācompressed delivery scheduleā with all 50 to be delivered within a 30-month period. This should help
āto pick up this big capacity hole that we can seeā, noted Emiratesā President in 2022. The last aircraft of this batch are expected to
be delivered in early 2028.
In late Septemberī2023 Tim Clark confirmed that the airline was also looking at the Airbus A350-1000 āquite seriouslyā. The A350-
1000 is about seven metres longer and has more than 50 additional seats in a typical two-class configuration compared to the A350-
900. However, such an order for up to 50 A350-1000s did not materialise at the Dubai Air Show in Novemberī2023. Clark claimed the
insufficient time-on-wing performance of the Rolls-Royce Trent XWB-97 engine as a major roadblock for an order. Due to the harsh
environment the aircraft are operating in and at the utilisation levels expected, the engine is reaching āless than a quarterā of the
2,500 engine cycles anticipated, according to Clark. Hence, Emirates is reportedly requesting guarantees for up to 2,500 engine
cycles on wing and āat a maintenance cost per hour that is alrightā.
With a more diversified fleet, Emirates plans to add 400 destinations to its network over the next decade and expects to operate about
350 aircraft from the early 2030s onwards.
Emirates anticipates reaching its pre-Pandemic capacity by the second quarter of 2024, according to Adnan Kazim, Chief Commercial
Officer of Emirates. This will include up to 97 Airbus A380s with at least 12 additional spare aircraft to cover downtime for maintenance.
In total, Kazim expects that approximately 110 Airbus A380 will have returned to service by then.
Key Financials
1
For its financial year 2023/24 ending on 31īMarch 2024, Emirates recorded a net profit of AEDī17.2ībillion (USDī4.7ībillion), a record
performance for the company and 62.9% more than in the same period of the previous year. The airline attributes its performance to
a strong passenger demand for its premium product and offerings. Revenue, including other operating income, was up 13% from the
previous year and reached AEDī121.2ībillion (USDī33.0ībillion).
Between 1īApril 2023 and 31īMarch 2024, the airline carried 51.9īmillion passengers, an increase of 19% over the previous financial
year. Emiratesā SkyCargo uplifted 2,176,000 tonnes during that period, an increase of 18% over the previous financial year. However,
an increase in cargo capacity worldwide resulted in a downward pressure on prices and a decrease of 21% in SkyCargoās revenue.
During the financial year 2023/24 Emiratesā capacity increased by 21%, measured in ASKs. At the same time RPKs increased by 22%.
This resulted in an average PLF of 79.9%, an improvement of 0.4 percentage points compared to the last financial year.
Emiratesā total operating cost increased 8%. Fuel was the largest cost component amounting to 34% of operating costs, 2 percentage
points lower than in the period from Aprilī2023 to Marchī2024. Higher revenues and better margins resulted in an improved EBITDA
of AEDī37.6ībillion (USDī10.2ībillion), a 13% improvement from last year.
As of 31īMarch 2024, Emiratesā total liabilities decreased by 9.6% to AEDī117.4ībillion (USDī32.0ībillion) compared to the end of
the previous financial year. Amongst other things, the airline repaid AEDī20.9ībillion (USDī5.7ībillion) in bonds, lease liabilities
and term loans and paid a dividend to its shareholders in the amount of AEDī2.0ībillion (USDī540īmillion). Total equity came in at
AEDī46.5ībillion (USDī12.7ībillion), an improvement of 66% since the beginning of the financial year in Aprilī2023. Emiratesā equity
ratio stood at 28.3% and its cash position, including short-term bank deposits, amounted to AEDī42.936ībillion (USDī11.7ībillion)
at the end of Marchī2024, 15% more than at the beginning of the current financial year. The net cash flow from operating activities
came in at AEDī37.6ībillion (USDī10.3ībillion) for the current financial year, about 15% lower than in the previous financial year.
1
USD figures are converted at USDī1 = AEDī3.67 as per The Emirates Group Annual Report 2023-24.
14
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGERāS REPORT (continued)
As at the end of Marchī2024, Emirates had outstanding USD debt issuances with maturities in 2025 and 2028. These bonds were
trading close to par and with running yields of approximately 4.6% in USD. There has also been no significant upward pressure on
yields. This level of yields does not appear to indicate any significant financial stress to the issuer. In Emiratesā most recent annual
financial report the auditor PwC issued an unqualified audit report.
Commenting on rising profit announcements of other international airlines, Tim Clark noted in Marchī2024 that margins at Emirates
now compare favourably with other industries, having risen from around 3% before the Pandemic to 8-10% now.
In Januaryī2024, Emirates announced plans to recruit 5,000 additional cabin crew members, boosting its existing cabin crew numbers
by 25% and helping to provide adequate staffing for the introduction of the Airbus A350. The recruiting team will host open days and
assessments in more than 460 cities across six continents. Last year Emirates hired 8,000 new cabin personnel.
In Februaryī2024, the Emirates Group announced a number of senior executive appointments āas the organisation readies itself for
its net phase of growthā, according to a press release. This includes the newly created position of Deputy President, which has been
assigned to Adel Al Redha and Adnan Kazim, both continuing to act in their respective roles as Chief Operations Officer and Chief
Commercial Officer.
USD figures are converted at USDī1 = AEDī3.67 as per Bloomberg FX.
Sustainability
Emirates has pledged to adopt the CORSIA, a global initiative led by the ICAO and supported by the ICAO Member States. CORSIA aims
to maintain international emissions at 2019 levels by utilising internationally approved carbon offsets and promoting sustainable
and low carbon fuels.
In Januaryī2024 Emirates became the first international airline to join The Solent Cluster, a UK initiative focused on low carbon
investments established to reduce CO2 emissions from industry, transport and households in the South Coast of England. The Solent
Cluster has the potential to create a SAF plant with an estimated fuel production capacity of 200,000 tonnes per year and could avoid
emissions of 563,000 tonnes of CO2 per year by producing fuel with 70% less emissions than fossil kerosene.
In Marchī2024 Emirates commenced the activation of its agreement with SAF provider Neste comprising the delivery of over 3īmillion
gallons of blended SAF at Amsterdam Schiphol Airport and Singapore Changi Airport in 2024 and 2025, respectively. According to
Adel Al Redha, Deputy CEO and Chief Operations Officer of Emirates, the cooperation with Neste āis one of the practical steps we are
taking to reduce our emissions, and itās an all-important milestone in our own sustainability journey as an airlineā. The carrier already
operates flights from Paris, Lyon and Oslo using SAF.
In Mayī2024 Emirates received a delivery of SAF from Shell Aviation at London Heathrow Airport. Over 3,000 tonnes of SAF will be
delivered to the airportās refuelling infrastructure network by the end of summer 2024. This marks the first time the airline is using
SAF for some of its flights at London Heathrow and represents the largest quantity of SAF acquired by Emirates so far. The airline is
participating in London Heathrowās SAF Incentive Program to ensure the affordability and accessibility of SAF for airlines operating
at the airport.
Source:īAirlineRatings, Bloomberg, Cirium, Emirates, FAA, Reuters
15
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ASSET MANAGERāS REPORT (continued)
4. Aircraft ā A380
As of the end of Marchī2024, the global A380 fleet consisted of 214 aircraft with 13 airline operators, according to Ascend. Of these,
160 were in service. The remainder of the fleet is currently parked. The 12 operators are Emirates (120), Singapore Airlines (14),
British Airways (12), Qantas (10), Korean Air Lines (10), Etihad Airways (10), Qatar Airways (10), Deutsche Lufthansa (8), Thai
Airways (6), Asiana Airlines (6), Air France (4), All Nippon Airways (3)īand HiFly Malta/Global Airlines (1). Another 16 aircraft are
registered with non-airline entities.
In an analysis published in Novemberī2023 Cirium Ascend Consultancy noted that the number of A380s reactivated post-Pandemic is
higher than initially expected, but that the full extent of the fleet recovery āis hard to forecastā. After the number of in-service A380s
reached a low in the single digits at the height of the Pandemic, Cirium Ascend Consultancy estimated āthat potentially up to 190
aircraft could be reactivatedā. Several factors were identified to explain a āonce-unlikely comebackā. This includes the large-scale
retirements of older twin-aisles in the early months of the pandemic and āa relative lack of replacement capacityā due to the slow
ramp-up of production by Airbus and Boeing as well as extended delays to the introduction of the Boeing 777X.
Source:īCirium
16
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORS
As at 31īMarch 2024, the Company had four Directors, all of whom were independent and non-executive. As part of the Boardās
ongoing succession plan, Miss Oldham was appointed to the Board on 1īApril 2023 and, as previously announced, MrīWilkinson
stepped down from the Board on 31īJuly 2023.
Andreas Tautscher ā Chair of the Company and Chair of the Management Engagement Committee
Andreas Tautscher brings over 34īyearsā financial services experience. He is also a non-executive director of GlobalworthīPLC which
is an AIM listed Central European property Group. Andreas has been appointed as a non-executive director of the 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 most recently 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 Companyās Nomination Committee with effect from 11īOctober 2023, as part of the Companyās
succession plan.
Andreas is also Chair of the AR Committee of Doric Nimrod Air Two Limited and the Chair of its Management Engagement Committee.
He is resident in Guernsey.
Geoffrey Hall
Geoffrey Hall has extensive experience in asset management, having previously been Chief Investment Officer of Allianz Insuranceīplc,
a major UK general insurance company and an investment manager at HSBC Asset Management, County Investment Management, and
British Railways Pension Funds. Geoffrey is also a Director and Chair of the Nomination Committee of Doric Nimrod Air Two Limited.
Geoffrey earned his masterās 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 ā 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 25īyearsā 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. Among her appointments, in addition to that with the
Company, Fiona is director of Sequoia Economic Infrastructure Income Fund Limited, a FTSEī250 company, and ICG-Longbow Senior
Secured UK Property Debt Investments Limited, both premium listed companies with shares admitted to trading on the Main Market
of the LSE. She is also Director and Chair of Doric Nimrod Air Two Limited, a company admitted to trading on the SFS of the LSE. Fiona
is also a member of the AIC Channel Islands Committee.
Until the end of Julyī2020, Fiona was CEO of The International Stock Exchange Group Limited and prior to that she was CEO of
Guernsey Finance, the promotional body for Guernseyās finance industry internationally. Previously she was an auditor and latterly
tax adviser at PwC (London and Channel Islands) and KPMG (Channel Islands) for over 13īyears. She is resident in Guernsey.
Theresa Oldham ā Chair of the Nomination Committee
Theresa is a non-executive director with over 30īyearsā 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 Groupīplc where she was responsible
for all related activities for the Groupās international fleet of aircraft.
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.
Theresa was appointed as non-executive Director of the Company effective 1īApril 2023 and as Chair of the Nomination Committee of
the Company effective 11īOctober 2023.
Theresa is also a Director of Doric Nimrod Air Two Limited and Chair of its Nomination Committee.
Charles Wilkinson
Charles Wilkinson resigned as Director of the Company effective 31īJuly 2023. He also served as a non-executive Director of Doric
Nimrod Air Two Limited until that date.
17
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
SERVICE PROVIDERS
Management and the Delegation of Functions
The Directors, whose details are set out on page 16 are responsible for reviewing the business affairs of the Group in accordance
with the Articles and have overall responsibility for the Groupās activities including all business decisions, review of performance
and authorisation of distributions. The Company has delegated management of the Groupās 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 has been appointed by the Company to provide asset management services to the Group. Pursuant to the Asset Management
Agreement, Amedeo will:ī(i)īmonitor Emiratesā and any subsequent Lesseesā 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)īprovide the Group with information regarding alternatives with respect to any potential sale or re-lease of the Assets;
(iii)īcarry out mid-lease inspections of the Assets; (iv)īprovide the Group with asset monitoring reports describing the state and any
material changes to the state of the Assets; and (v)īliaise, 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 has also been appointed by the Company, pursuant to the Agency Agreement, to assist the Group, and act as the Groupās
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 is
a subsidiary of Amedeo Capital Limited, a Cayman company engaged in the business of aircraft operating leasing and management.
Amedeo Services (UK) Limited has been appointed by the Group, pursuant to the Liaison Services Agreement, to:ī(i)īcoordinate the
provision of services by Amedeo to the Group under the Asset Management Agreement and the Agency Agreement, as relevant; and
(ii)īfacilitate communication between the Group and Amedeo. Amedeo Services (UK) Limited is authorised by the FCA and is part of
the Amedeo Group of companies.
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 under management. The volume of assets under
management is c. USD5ī billion, which includes commercial airliners including A380, A350, A330 and Boeing 777. Amedeo is a
member of the International ISTAT.
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.
Secretaryī& 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.
18
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
SERVICE PROVIDERS (continued)
JTC is also responsible for the Groupās general administrative functions and for the preparation of unaudited half-yearly and Annual
Financial Report and Consolidated Financial Statements, subject to the direction and oversight of the Board.
Registrar
The Registrar is the Companyās CREST compliant registrar. The Registrar is responsible for the maintenance of the Companyās 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 Companyās Shareholders as a whole.
A full list of the Companyās service providers is set out on page 76.
19
Doric Nimrod Air Three Limited (the āCompanyā) 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 Report and Consolidated Financial Statements and a description of the principal risks and uncertainties
facing the Group is given in the Chairās Statement, Asset Managerās Report, Statement of Principal Risks and the Notesī to the
Consolidated Financial Statements contained on pages 55 to 75 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 noteī23 of the
Notesīto 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.
The principal risks associated with the Group are:
ā¢ 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.
ā¢ Investment risk: There are a number of risks associated with the Groupās 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 Lesseeās contractual responsibility to insure, repair and maintain the Aircraft for the duration
of the Leases.
There are further risks associated with the expiry of 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.
ā¢ Borrowings and financing risk: There is a risk that the Group is exposed to fluctuations in market interest rates and foreign
exchange rates. In relation to the debt obligations, this risk has been mitigated by ensuring that debt repayments are made from
lease rental revenues received in the matching currency and by fixing the interest rates on debt and lease rentals.
ā¢ 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. The risk of default is
potentially mitigated by the ability of the Group to sell or re-lease the Assets in the event of a single default, together with
the financial position of Emirates. However, this could be impacted by market conditions at the time. The Board monitors the
financial performance of Emirates on an ongoing basis.
ā¢ Secondary market risk:īThere is a risk that the Group would not be able to achieve the projected resale value of the Assets due
to i) changes in demand for second hand aircraft of the type owned by the Group, ii) the limited number of airlines operating
the aircraft type, and iii) an increasing trend for airlines to operate newer generation aircraft that are more efficient and whose
engine costs are substantially less. Therefore, the Board monitors and revises the residual value of the Aircraft on an annual
basis based on reports received from three independent appraisers, who consider these market trends in their aircraft valuations.
20
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION (continued)
ā¢ Aircraft preservation risk:īIn the case that the Aircraft are returned and there are not yet secondary leases in place or an
agreement to sell immediately, there is a risk that the Company would need to utilise financial resources to cover storage costs,
preservation of the aircraft whilst in storage, and maintain insurance on the aircraft though this would be a smaller cost as the
aircraft would not be flying. The risk is mitigated by ensuring proactive engagement with the Groupās Lessee so that the end of
lease situation is known and planned for well in advance of the expiry date. The Board also maintains a healthy cash position
from rentals received which is not paid out as regular dividend in order to facilitate end of lease planning. In the event of a
redelivery the Lessee is obliged to pay USDī12īmillion per Aircraft on top of monetary compensation. The latter depends on the
actual physical status of the Aircraft at lease expiry.
ā¢ 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.
ā¢ Valuation risk:īThere is a risk that the useful life or residual value used in determining depreciation are not appropriate or
accurately calculated. The Board assess, based on the latest forecast valuations, whether the selected residual values remain as
an appropriate basis of valuation and with consideration to the range of estimates provided by the external valuers. The Group
has a robust audit process. Additionally, the Group has engaged external experts (all three being ISTAT accredited) to provide
residual values of Aircraft. The Asset Manager is up to date regarding the Aircraft/Aviation industry giving insight to the Board
regarding the current and future outlook for the industry and appropriate life/residual values. The Company annually completes
impairment testing in line with IASī36.
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 Companyās Asset Manager bi-annual reporting
confirming the Asset Managerās obligations and highlighting key issues and risks to be brought to the Groupās 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.
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 and download at the Companyās website.
Going Concern
The Directors consider that the going concern basis of accounting remains appropriate. Based on current information the Directors
have reasonable expectation that the Group has sufficient financial resources, including cash and cash equivalents and expected
rent receipts, to continue in operational existence for at least twelve months from the date of approval of the Annual Report and
Consolidated Financial Statements.
The Groupās principal activities are set out within noteī1. The financial position of the Group is set out on page 52. In addition,
noteī20 to the Consolidated Financial Statements includes the Groupās objectives, policies and processes for managing its capital, its
financial risk management objectives and its exposures to credit risk and liquidity risk.
All four Aircraft owned by the Group are leased to Emirates. Under the Leases the Group receives rental income from the lessee and
will receive USD 12īmillion per Aircraft in the event that the Aircraft are returned to the Group at the end of the Leases. For this
reason, the Directors actively monitor the financial position and trading performance of Emirates which is critical to the Groupās
ability to meet its operating costs and pay future dividends.
21
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION (continued)
The Directors, with the support of its Asset Manager, believe that it is reasonable to assume as of date of approval of the Annual Report
and Consolidated Financial Statements that Emirates will continue with the contracted lease rental payments due to the following:
ā¢ Emirates continues to be a going concern as at the date of the Lesseeās latest signed annual financial report for the financial year
ended on 31īMarch 2024.
ā¢ During the last financial year, Emirates increased its overall capacity, measured in ATKs by 20%, reaching 99% of pre-Pandemic
levels, while maintaining a decade-high passenger load factor of 79.9%, an increase of 0.4 percentage points from last year. The
number of passengers increased by 19% compared to the year before to 51.9īmillion, while the airlineās capacity for passenger
services, measured in ASKs, increased by 21.4% compared to the previous year.
ā¢ Emirates reported its most profitable year ever with a net profit of AEDī17.2ībillion (USDī4.7ībillion), a nearly 63% improvement
on its previous yearās record result and despite currency fluctuations which negatively impacted the airlineās profitability by
AEDī2ībillion (USDī0.6ībillion).
ā¢ As at the year ended 31īMarch 2024, Emirates had AEDī42.9ībillion (USDī11.7ībillion) in cash assets (including bank deposits),
the highest-ever balance in the companyās history.
ā¢ Emiratesā Credit Default Swap is trading at its multi-year average, indicating a low default risk.
ā¢ As of the date of the Annual Report and 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.
ā¢ Emirates has paid all the lease rentals to the Group in a timely manner.
The Directors have considered Emiratesā ability to continue paying the lease rentals until the end of the longest running lease
agreement in Octoberī2025, along with compensation payments of at least USDī12īmillion per Aircraft if the Aircraft are returned,
and, subject to any unforeseen circumstances are satisfied that the Group can meet its liabilities as they fall due over the next twelve
months from the date of approval of the Annual Financial Report and Consolidated Financial Statements. Further detail regarding the
assumptions adopted when forming this conclusion can be found in the Viability Statement below. Refer to noteī12 for expiry dates
of the Leases.
Viability Statement
In accordance with Provision 31 of the Code, the Directors of the Company have considered the prospects of the Group over the
period from present until the Liquidation Resolution is put to Shareholders six months before the last Lease is due to terminate in
August to Novemberī2025, a period of less than two years from the date of approval of the Annual Report and Consolidated Financial
Statements. In choosing the period of viability for the Group the Board has considered the prospect of Emirates performing their
obligations until the end of their Leases.
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 and the notesīto the Consolidated Financial Statements, reviewing on an ongoing basis the risks
faced and ensuring that any mitigation measures in place are operating correctly.
The Directors, with the support of its Asset Manager, believe that it is reasonable to assume as of date of approval of the Annual Report
and Consolidated Financial Statements that Emirates will continue with the contracted lease rental payments due to the following:
ā Emirates continues to be a going concern as at the date of the Lesseeās latest signed annual financial report for the financial year
ended on 31īMarch 2024.
ā During the last financial year, Emirates increased its overall capacity, measured in ATKs by 20%, reaching 99% of pre-Pandemic
levels, while maintaining a decade-high passenger load factor of 79.9%, an increase of 0.4 percentage points from last year. The
22
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
KEY INFORMATION (continued)
number of passengers increased by 19% compared to the year before to 51.9īmillion, while the airlineās capacity for passenger
services, measured in ASKs, increased by 21.4% compared to the previous year.
ā Emirates reported its most profitable year ever with a net profit of AEDī17.2ībillion (USDī4.7ībillion), a nearly 63% improvement
on its previous yearās record result and despite currency fluctuations which negatively impacted the airlineās profitability by
AEDī2ībillion (USDī0.6ībillion).
ā As at the year ended 31īMarch 2024, Emirates had AEDī42.9ībillion (USDī11.7ībillion) in cash assets (including bank deposits),
the highest-ever balance in the companyās history.
ā Emiratesā Credit Default Swap is trading at its multi-year average, indicating a low default risk.
ā As of the date of the Annual Report and 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.
ā Emirates has paid all the lease rentals to the Group in a timely manner.
The Group retains sufficient cash to cover the forecast operating costs of the Group until the termination date of the Leases in August
to Novemberī2025, assuming receipt of planned rental income.
The Directors believe that their assessment of the viability of the Group over the period chosen was sufficiently robust and encompassed
the risks which would threaten the business model, future performance, solvency or liquidity of the Group, together with ongoing
work to forecast future expenditure in various possible scenarios.
As a result of their review, the Directors of the Company have a reasonable expectation that the Group will be viable until the Leases
are due to terminate in 2025.
23
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT
The Directors present their Annual Report and Consolidated Financial Statements of the Group for the financial year ended 31īMarch
2024.
Principal Activities and Business Review
for the foreseeable future. A description of the activities of the Group in the year under review is given in the Chairās Statement and
the Asset Managerās Report respectively on pages 7 to 8 and 9 to 15. 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 Groupās future development are included in the Company Overview, the Chairmanās Statement, Asset Managerās Report, this
Directorsā Report, the Principal Risks and Uncertainties on pages 5 to 33.
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 51.
The Company declared dividends during the financial year under review as follows:
Quarter End
Announcement
Date Payment Date
Dividend per
Share (pence)
31īMarch 2023 13īApril 2023 28īApril 2023 2.0625
30īJune 2023 13īJuly 2023 31īJuly 2023 2.0625
30īSeptember 2023 10īOctober 2023 31īOctober 2023 2.0625
31īDecember 2023 11īJanuary 2024 31īJanuary 2024 2.0625
The Company declared the following dividends after the financial year end:
Announcement Date Payment Date
Dividend per
Share (pence)
11īApril 2024 30īApril 2024 2.0625
11īJuly 2024 31īJuly 2024
(expected
payment date)
2.0625
The Company aims to continue to pay quarterly dividends of 2.0625īpence per Share, in line with the distribution policy. There is no
guarantee that any future dividends will be paid.
Directors
The Directors in office are shown on page 16 and all Directors remain in office as at the date of signing of this Annual Report and
Consolidated Financial Statements. Further details of the Directorsā responsibilities are given on page 26.
24
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
Substantial Controllers of Voting Rights
As of 12 July 2024, 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
Seneca IM Limited 5.58% 12,279,500
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 adjusted for
any compulsory redemptions in the interim period from the date of notification to the date of this report.
25
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
Corporate Governance
Statement of Compliance with the Code, as published in Julyī2018
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 FRCās 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 the following exceptions:
(i) Provision 2:īThe board should assess and monitor culture.
Provision 5:īThe board should understand the views of the companyās other key stakeholders and describe in the annual report
how their interests and the matters set out in section 172 of the Companies Actī2006 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:
ā¢ a director appointed from the workforce;
ā¢ a formal workforce advisory panel;
ā¢ a designated non-executive director.
Provision 6:īThere should be a means for the workforce to raise concerns in confidence and ā if they wish ā anonymously.
Company Response:īAlthough 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 Boardās
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:ī 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 directorās independence include, but are
not limited to, whether a director:
ā¢ 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;
ā¢ holds cross-directorships or has significant links with other directors through involvement in other companies or bodies;
ā¢ 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:ī The Board considers the Directors to be independent however it could be construed that they are not
independent on the basis that the Directors of the Company are also Directors of other DNA Companies. The Board have
implemented measures to manage any conflicts which might arise as a result of these appointments.
Geoffrey Hall has been a member of the Board since the incorporation of the Company in Marchī2012. 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 Groupās Assets each
having a fixed lease term of 12īyears (ending at different times) the Board remains of the opinion that continuity is paramount
in the final years of the Companyās life and that Geoffrey continues to provide an excellent degree of independent consideration.
26
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
Provision 12:īThe 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 chairās
performance, and on other occasions as necessary.
Company Response:īThe Board have formed the view that, given the size of the Board it is not immediately necessary to fill this
vacancy. However, such an appointment remains a matter of ongoing consideration for the Board.
(iii) Provision 9:īThe 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:īThe Chair was a non-executive Director of the Company on appointment. There is no chief executive position.
(iv) Provision 13:ī 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:īThe 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:īThe 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:īWhere a remuneration consultant is appointed, this should be the responsibility of the remuneration committee.
Provision 41:īThere should be a description of the work of the remuneration committee in the annual report.
Company Response:īThe 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 Directorsā Report.
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. Each Director has undertaken to engage with the evaluation process and take appropriate action when development
needs have been identified. An external facilitation of the performance evaluation is considered by the Chair of the Nomination
Committee on an annual basis.
For the financial year under review, the Nomination Committee agreed that an external facilitation of the performance evaluation
required by provision 21 of the Code was not required and instead the evaluation was performed by the Nomination Committee.
Directors were asked to complete individual questionnaires on the performance of the Board and its committees on an anonymous
basis and the completed questionnaires were considered at a meeting of the Nomination Committee. At the conclusion of its
evaluation, the Nomination Committee made minor suggestions for improvements and also concluded that the Board generally
operated well given its compact size.
Board Responsibilities
The Board is currently comprised of four Directors, and their biographies appear on page 16 demonstrating the wide range of skills
and experience they each bring to the Board. All the Directors are non-executive and independent, with MrīTautscher acting as Chair.
27
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
The other significant commitments of the current Chair are detailed in his biography on page 16. The Board was satisfied during the
year and remains satisfied that the Chairās 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 the Directors shall determine the Directorsā fees payable provided that the aggregate amount of
such fees paid in respect of services rendered to the Company shall not exceed Ā£150,000 per annum. All Directors receive an annual
fee and there are no share options or other performance related benefits available to them. All Directors are currently paid a fee of
Ā£30,000 per annum. The Chair is paid an additional fee of Ā£7,000 per annum and the chair of the AR Committee is entitled to be paid
an additional Ā£4,500 per annum. The terms and conditions of appointment of non-executive Directors are available for inspection at
the Companyās registered office by prior arrangement with the Companyās Secretary.
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 Groupās 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 Companyās 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. Additionally, the Directors may hold strategy meetings with its relevant advisors as appropriate.
The Directors are kept fully informed by the Asset Manager and Secretary of all matters that are relevant to the business of the Group
and should be brought to the attention of the Directors and / or the Shareholders. All Directors have direct access to the Secretary
who is responsible for ensuring that Board procedures are followed and that there are effective information flows both within the
Board and between the committees and the Board.
The Directors also have access to the advice and services of the Asset Manager and Corporate and Shareholder Adviser and may also,
in the furtherance of their duties, take independent professional advice at the Companyās 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****
Charles Wilkinson* 2 of 3 2 of 3 1 of 1 0 of 0 2 of 2
Geoffrey Hall 6 of 6 5 of 6 3 of 3 2 of 2 1 of 4
Fiona Le Poidevin 6 of 6 6 of 6 3 of 3 2 of 2 4 of 4
Andreas Tautscher** 6 of 6 N/A 3 of 3 2 of 2 4 of 4
Theresa Oldham*** 6 of 6 6 of 6 2 of 3 1 of 2 4 of 4
* Charles Wilkinson resigned as non-executive Director of the Board effective 31īJuly 2023.
** Andreas Tautscher was appointed as Chair of the Board effective 1īMarch 2023 and ceased in his role as a member of the AR Committee.
***Theresa Oldham appointed as non-exutive director of the Board effective 1 April 2023.
**** Refer to page 29 for the composition and function of the Dividend Committee.
28
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
Audit and Risk Committee
Mrī Hall, Mrsī Le Poidevin and Miss Oldham are all members of the AR Committee, with Mrsī Le Poidevin acting as Chair. The AR
Committee has regard to the Guidance on Audit and Risk Committees published by the FRC in Septemberī 2012 and updated in
Aprilī2016, in conjunction with the Audit Committees and the External Audit:īMinimum Standard as published in Mayī2023. The AR
Committee examines the effectiveness of the Groupās and its service providersā internal control systems as appropriate, the annual
and half-yearly reports and Consolidated Financial Statements, the auditorās remuneration and engagement, as well as the auditorās
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 auditorās work and reviews annually prior to providing a
recommendation to the Board on the re-appointment or removal of the auditor. When evaluating the external auditor the AR
Committee has regard to a variety of criteria including industry experience, independence, reasonableness of audit plan, ability
to deliver constructive criticism, effectiveness of communication with the Board and the Groupās 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.
While Grant Thornton adheres to the IESBA Ethical Code instead of the FRCās updated Ethical and Auditing Standards, no non-audit
services were provided during the Period. All engagements with the auditor require pre-approval from the AR Committee and are fully
disclosed in the Annual Financial Report and Consolidated Financial Statements for the relevant period. A new lead audit partner
is appointed every seven years, 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 Groupās half-
yearly and Annual Financial Report and Consolidated Financial Statements, 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 UKī& Ireland recommended terms and provides a
forum through which the Groupās external auditor report to the Board.
The AR Committee can request information from the Groupās 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 Companyās website and on request from the Secretary.
Each year the Board examines the AR Committeeās performance and effectiveness and ensures that its tasks and processes remain
appropriate. Key areas covered included the clarity of the AR Committeeās role and responsibilities, the balance of skills among its
members and the effectiveness of reporting its work to the Board. The Board is satisfied that all members of the AR Committee have
relevant financial experience and knowledge and ensure that such knowledge remains up to date. Overall, the Board considers that
the AR Committee has the right composition in terms of expertise and has effectively undertaken its activities and reported them to
the Board during the year under review.
During the financial year the AR Committee met six times. The AR Committee considered the Annual Financial Report and Consolidated
Financial Statements for the year ended 31īMarch 2023 and the half-yearly financial report for the period ended 30īSeptember 2023.
The AR Committee also met in Februaryī2024, with the external auditor in attendance, to approve the 2024 audit plan. The AR
Committee furthermore met in Februaryī2024 to consider the Companyās Business Risk Matrix. The AR Committee also undertook a
review of the Companyās auditor during the year.
Following a query raised by the FRC on 10īFebruary 2023 wherein the FRC raised queries about the Companyās disclosure on impairment
triggers in the Unaudited Interim Financial Statements, the Company provided a comprehensive response explaining the process for
valuing Airbus A380 aircraft in the current market. The Board undertook to include a clear statement on impairment assessments in
future interim reports and provide examples of indicators considered. On 9īMay 2023, the FRC expressed their satisfaction with the
response provided and confirmed that their enquiry had been closed.
29
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
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 Companyās 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 page 26 above.
During the financial year the Nomination Committee met three times, to consider the appointment of a new non-executive director
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:
ā¢ 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;
ā¢ consider candidates from a wide range of backgrounds; and
ā¢ 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 directorās other significant commitments should be disclosed to the Board before their appointment and any significant
changes to the directorās commitments should be reported to the Board as they arise.
Prior to the appointment of a director, the Nomination Committee requires any proposed appointee to disclose any other business
interests that may result in a conflict of interest.
The Nomination Committee ensures that, on appointment to the Board, a new non-executive director receives a formal letter of
appointment, setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside
Board meetings.
Succession planning is performed based on the results of the Nomination Committeeās 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 MrīTautscher in Augustī2019, continuing with the appointment of MrsīLe
Poidevin in Marchī2022 and with the more recent appointment of Miss Oldham in Aprilī2023. These new Directors have brought a
diverse set of skills and knowledge to the Board from their prior experience and the appointments of MrsīLe Poidevin and Miss Oldham
demonstrate the Boardās commitment to gender diversity and diversity of mind. An internal Board Evaluation was carried out during
the year.
30
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
Management Engagement Committee
The Management Engagement Committee was established on 15īOctober 2020 and consists of all Directors of the Company, with
MrīTautscher 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 Octoberī2023 and again in Februaryī2024,
to perform a review of the Companyās service providers. Additionally, the committee met with Nimrod in Mayī2023 and with Amedeo
in Juneī2024.
Internal Control and Financial Reporting
The Board is responsible for the Groupās 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 Groupās particular needs and the risks to which it is exposed. Accordingly, the
internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their
nature can only provide reasonable and not absolute assurance against misstatement and loss.
The Board reviews its risk matrix on a quarterly basis, which covers various areas of risk including corporate strategy, accuracy of
published information, compliance with laws and regulations, relationships with service providers and business activities.
Asset management services are provided to the Company by Amedeo. Corporate and shareholder advisory services are provided to the
Company by Nimrod. Administration and secretarial duties for the Group are performed by JTC.
The Board clearly defines the duties and responsibilities of their agents and advisors. The appointment of agents and advisers is
conducted by the Board after consideration of the quality of the parties involved and the Board monitors their ongoing performance
and contractual arrangements. The Board also specifies which matters are reserved for a decision by the Board and which matters may
be delegated to its agents and advisers.
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 Companyās Shareholders.
The Board considers the directorsā conflicts of interest at each Board meeting by reviewing a schedule of each Directorās 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.
31
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
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:
ā¢ The Board is committed to acting professionally, fairly and with integrity in all its business dealings and relationships.
ā¢ The Group has implemented an anti-bribery policy and enforces effective procedures to counter bribery.
ā¢ 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 Companyās 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 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 Companyās Directors can be contacted at the Companyās registered office
or via the Secretary.
Stakeholders and Sectionī172
The Code requires that the Company should understand the views of the Companyās key stakeholders and describe in the annual
report how their interests and the matters set out in section 172 of the UKās Companies Actī2006 have been considered in Board
discussions and decision-making. Sectionī172 is not strictly applicable as this is a Guernsey company. However, its application is
being considered as part of the Code requirements.
The Company has no employees, and all of the Directors are non-executive, so the Board considers that its key stakeholders are its
Shareholders, its Lessee, its service providers, society, the government and regulators.
As the Companyās 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 Managerās Report.
The Boardās engagement with Shareholders is described in the āDialogue 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 Shareholdersā 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 Companyās service providers will assist in their promotion of the success of the Company for the benefit of all
Shareholders.
32
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
As described in the Companyās viability statement, the Board considers the prospects of the Group over the period from present until
the Liquidation Resolution is put to Shareholders in November 2026, a period of not less than two years from the date of approval of
the Annual Report and Consolidated Financial Statements, whenever it considers the Companyās long-term sustainability.
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 34 to 38.
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 Companyās 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 Directorsā Report confirm in accordance with the provisions of Sectionī249
of the Law that, so far as they are each aware, there is no relevant audit information of which the Groupās 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 Groupās auditor is aware of that information.
Auditor
Grant Thornton has expressed its willingness to continue in office as auditor and the AR Committee has recommended re-appointment.
Pursuant to section 199 of the Law, the Shareholders of the Company approved the re-appointment of Grant Thornton at the AGM of
the Company held on 7īDecember 2023 in respect of the 31īMarch 2024īyear end.
Statement of Directorsā Responsibilities
The Directors are responsible for preparing the Annual 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 Report and Consolidated
Financial Statements for each financial year. The Directors have chosen to prepare the Groupās Annual Report and Consolidated
Financial Statements in accordance with IFRS.
Under the Law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group for that period.
In preparing these Consolidated Financial Statements, IASī1 requires that directors:
ā¢ properly select and apply accounting policies;
ā¢ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable
information;
ā¢ provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to
understand the impact of particular transactions, other events and conditions on the entityās financial position and financial
performance; and
ā¢ make an assessment of the Groupās ability to continue as a going concern.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Groupās 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.
33
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
DIRECTORSā REPORT (continued)
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Companyās
website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in
other jurisdictions.
Responsibility Statement
Each of the Directors, whose names and functions are listed on page 16, confirms to the best of each personās knowledge and belief:
(a) the Consolidated Financial Statements, prepared in accordance with IFRS Accounting Standards as adopted by the EU, give a true
and fair view of the assets, liabilities, financial position and [profit or loss] of the Group, as required by DTRī4.1.12R; and
(b) the Annual 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 DTRī4.1.8R and DTRī4.1.11R.
(c) the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary for the
Companyās Shareholders to assess the Companyās and the Groupās position, performance, business model and strategy.
Andreas Tautscher Fiona Le Poidevin
Chair Director
23 Julyī2024
34
Doric Nimrod Air Three Limited (the āCompanyā) 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 Groupās activities and the legal structure of the associated Leases.
The Company
The Company is a self-managed Guernsey company incorporated on 29īMarch 2012. Its Shares were admitted to trading on the SFS
on 2īJuly 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 Companyās activities including all business decisions, review of performance and authorisation of distributions.
The Company has delegated the following activities to its appointed service providers;
ā¢ Asset Management ā Amedeo
ā¢ Liaison Agents ā Amedeo Services (UK) Limited
ā¢ Corporate and Shareholder Adviser ā Nimrod
ā¢ Secretary and Administrator ā JTC
ā¢ Registrar ā JTC Registrars Limited
The Company has no executive directors or employees and no physical office premises. The Companyās business is carried out in a
series of meetings held in the offices of its administrator JTC, in Guernsey, the Companyās 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 Companyās 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 Companyās own operations. The Board considers the
Companyās supply chains, dealing predominantly with professional advisers and service providers in the financial services industry,
to be low risk in this regard.
Emiratesā statement on modern slavery is available on their Website and can be accessed through the following link.
35
Doric Nimrod Air Three Limited (the āCompanyā) 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 Groupās 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 worldās 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 aircraftās
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:
ā¢ 2.5% of carbon emissions; and
ā¢ 3.5% of āeffective radiative forcingā ā a measure of impact on global warming.
Source:
https://ourworldindata.org/co2-emissions-from-aviation
The Aviation Industry
Despite aviationās 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 āWaypoint 2050ā
action plan in line with the Paris Agreement on climate change. The blueprint builds on IATAās 2009 commitment to (1)īincrease
fuel efficiency by 1.5% every year between 2010-20, (2)īto cap carbon emissions (carbon neutral growth) from 2020, and (3)īto
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 1īJanuary 2024, CORSIAās First Phase has begun, involving 126 participating countries and the
commencement of offsetting requirements.
36
Doric Nimrod Air Three Limited (the āCompanyā) 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 emissionsā
reductions. SAFs, such as drop-in power fuels like biofuels that can be used in todayās 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 87.7īmillion jobs worldwide.
Source:
https://aviationbenefits.org/economic-growth
The Waypoint 2050 plan can be found here:īhttps://aviationbenefits.org/media/167417/w2050_v2021_27sept_full.pdf
Further environmental information can be found on the IATA website:īhttps://www.iata.org/en/policy/environment/.
ICAO have used the United Nationsā SDGās as a basis to identify the contributions the aviation industry is making to sustainable
development. For further information and the full working paper on aviationās contributions towards the United Nationsā 2030
agenda for sustainable development from ICAOās 40
th
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;
37
Doric Nimrod Air Three Limited (the āCompanyā) 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:īhttps://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 worldās 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 Augustī2023
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, IATAās chief economist and
SVP Sustainability said:īāStakeholder 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 Novemberī2023 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 worldās 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 engineās 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 āSAF is vital to meeting the sectorās 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 ācan
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.
For further information on Emiratesā 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/
38
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE REPORT (continued)
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 Europeās
Green Deal goals, fostering a greener and more sustainable industry.
The Company will continue to monitor updates and progress on EU Taxonomy and whether it will impact the Companyās operations.
Conclusion
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. 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. The Board will continue to monitor the sustainability efforts of the industry and of the Lessee and keep Shareholders
abreast of any relevant developments.
39
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT
Membership
Fiona Le Poidevin ā Non-executive Director and Chair of the AR Committee
Geoffrey Hall ā Non-executive Director
Charles Wilkinson ā Non-executive Director (Resigned from the Board and ceased AR Committee membership effective 31īJuly 2023)
Theresa Oldham ā Non-executive Director
Key Objective
The provision of effective governance over (i)īthe appropriateness of the Groupās financial reporting including the adequacy of related
disclosures, (ii)īthe performance of the Companyās external auditor, (iii)īmonitoring of the systems of internal controls operated
by the Company and (iv)īthe Companyās principal service providers and the management of the Companyās regulatory compliance
activities.
Responsibilities
The key duties of the AR Committee are as follows:
ā¢ reviewing the Companyās financial results announcements and financial statements and monitoring compliance with relevant
statutory and listing requirements;
ā¢ reporting to the Board on the appropriateness of the Companyās accounting policies and practices including critical accounting
policies and practices;
ā¢ advising the Board on whether the annual report and accounts, taken as a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders to assess the Companyās position, performance, business model and
strategy;
ā¢ overseeing the relationship with the external auditor and reviewing the effectiveness of the external audit process; and
ā¢ monitoring the systems of internal controls operated by the Company and by the Companyās 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 Groupās 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
Report and Consolidated Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Groupās performance, business model and strategy.
The AR Committee engaged with the Administrator in order to ensure that the Annual Report and Consolidated Financial Statements
were fair, balanced and understandable.
40
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
Financial Reporting and Significant Issues
The AR Committeeās 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 report and Consolidated Financial Statements, the significant financial reporting
issues and accounting policies and disclosures in the Consolidated Financial Statements. The AR Committee has considered the key
risks identified as being significant to these accounts and the most appropriate treatment and disclosure of any new significant issues
identified during the audit and half-year reviews as well as any recommendations or observations made by the external auditor,
Grant Thornton. To aid its review the AR Committee considered reports prepared by external service providers, including Amedeo and
Nimrod, and reports from Grant Thornton on the outcome of their annual audit. The significant issues considered by the AR Committee
in relation to the 2024 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 non-current Assets of the Group comprises of four Airbus
A380 aircraft. An annual review is required of the residual value
of the Assets as per IASī16, which defines residual value as
āthe
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
The Group has engaged three internationally recognised expert
appraisers to provide the Group with third party consultancy
valuation services. Due to limited sales data for similar used
assets, appraisers are heavily reliant on databases containing
historical data points of aircraft sales relating to large commercial
aircraft. Interpretation of historical data is the basis for the
current market value and provides, together with the expected
developments in the future, the foundation for their opinions on
future values. Furthermore, the appraisersā valuations take into
account specific technical and economic developments as well
as general future trends in the aviation industry and the macro-
economic outlook.
In the aftermath of Airbusā Februaryī 2019 decision to
discontinue the A380 production in 2021, a number of A380
operators disclosed plans to withdraw at least parts of their
A380 fleets earlier than originally anticipated. Furthermore, it
became obvious that A380s returned following the expiration of
operating lease agreements would be difficult to be placed with a
new operator within a reasonable period of time and owners were
forced to explore alternative scenarios for revenue generation
like engine lease. This also includes part-out activities for the
first few A380s returned from Singapore Airlines.
While the prospect for the aircraft type looked āvery gloomyā
according to appraiser ASCEND two years ago, with the number
of aircraft returning to service expected to be very slow over
the coming years, the strong recovery in long-haul passenger
demand, āhas earned the A380 a stay of execution for the medium
termā. With the restricted supply of new aircraft, operators like
Lufthansa and Etihad Airways reintroduced the aircraft type after
a pandemic-related pause with statements that indicated their
respective A380s would never return to service again. At the
same time, the worldās largest A380 operator, Emirates, did not
waiver in its support of the A380 and is committed to operate
the aircraft type for the long term. In a Marchī2024 statement
Emiratesā President Tim Clark noted that the airline plans to keep
A380s flying until the late 2030s, with corresponding aircraft
leases extensions and / or aircraft purchases.
41
Doric Nimrod Air Three Limited (the āCompanyā) 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
To assess the Assetsā residual value at lease expiry with Emirates,
the Company has historically relied on the appraisersā Future
Base Value estimates, an established concept to measure
the residual value which, however, assumes that the market
is in a theoretical constant equilibrium, characterised by
a balance of supply and demand. Due to the A380-specific
developments since the 2019/20 financial year of the Company
and the generally dampened market sentiment in the aviation
sector during the pandemic, there was increased risk that the
underlying assumptions of the Base Value concept might not be
met at the time of the respective lease expiries. For this reason,
in its Valuation Report for the Companyās financial year ended
31īMarch 2020, the Asset Manager recommended to the Directors
of the Company to adopt a more conservative approach by using
Soft Values instead of Base Values to assess the residual value
of the aircraft. According to ISTAT, a Soft Value is defined as the
Appraiserās opinion of the most likely trading price that may be
generated for an aircraft (or other aviation-related asset) in a
market characterised by supply exceeding demand. The Asset
Manager maintains this recommendation, mainly due to the fact
that there is an imbalance of supply and demand for the A380
aircraft in the current market, whereby the operator base is much
smaller than pre-Pandemic.
The Groupās estimation technique is to make reference to the
most recently produced forecast soft value (excluding inflation),
not an estimate of the amount that would currently be achieved
and which therefore could be different, and so this is not a
direct application of the IASī 16 definition. This approach has
been taken because current market values in todayās prices for
comparable twelve year old A380s were not available at the
reporting date apart from the two Doric Nimrod Air Two Limited
aircraft sales in mid-October and early Decemberī 2023 which
contributed to GBPī28.9īmillion sales proceeds in respect of each
aircraft (equivalent to USDī35īmillion) paid by Emirates to Doric
Nimrod Air Two Limited.
A decrease in USD terms in the residual value of the Aircraft from
the prior year has resulted in an adjustment made to depreciation
in the current year, details of which have been disclosed in
noteī10.
As updated valuations of all Assets as at the financial year end
were commissioned and received from third party professional
valuers and analysed by the Asset Manager and the Directors,
the AR Committee believes that those valuations are appropriate
for use in preparing the Consolidated Financial Statements.
Therefore, the average residual values excluding inflation used
in the accounts are based on these appraisals.
42
Doric Nimrod Air Three Limited (the āCompanyā) 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
Upon review of the advice they have received from Amedeo and
the appraisers, the AR Committee is of the opinion that, the
latest estimate of the residual soft values excluding inflation of
the Assets is a reasonable approximation of the residual value of
the Aircraft within the IASī16 definition.
Residual values remain exposed to estimation uncertainty. This
is disclosed in noteī3 and has been highlighted by the auditor in
their key observations section of the valuation and ownership of
aircraft key audit matter.
Recording foreign exchange gains/losses
IFRS 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 (principally the outstanding
borrowings) 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 and loan 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 is used to pay loan repayments
due, which are likewise denominated in USD. USD lease rentals
and loan repayments are furthermore fixed at the outset of the
Groupās life and are very similar in amount and timing.
The AR Committee concluded that the matching of the lease
rentals to settle loan repayments therefore mitigates risks of
foreign exchange fluctuations.
The AR Committee carefully considered the disclosure in noteī20
(b)īto the Consolidated Financial Statements to ensure that the
reality of the Groupās foreign exchange risk exposure is properly
explained.
Going concern risk
Emirates are the sole Lessee of the Assets. Should Emirates
default on the rental payments, 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 net profit
of AEDī17.2ībillion (USDī4.7ībillion), a nearly 63% improvement
on its previous yearās record result and despite currency
fluctuations which negatively impacted the airlineās profitability
by AEDī2ībillion (USDī0.6ībillion).
At the end of the 2023/24 financial year Emirates had
AEDī42.9ībillion (USDī11.7ībillion) in cash assets (including bank
deposits), the highest-ever balance in the companyās history.
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 3īMay 2024.
43
Doric Nimrod Air Three Limited (the āCompanyā) 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
The management of Emirates Group, the combined businesses
of Emirates Airline and dnata, said that āthe business outlook
is positive, and we expect customer demand for air transport
and travel to remain strong in the coming monthsā, according
to Sheikh Ahmed bin Saeed Al Maktoum, Chairman and Chief
Executive of Emirates Airline and Group. External factors such
as oil prices, currency fluctuations, and volatile environments
caused by socio-political changes were flagged as challenges the
management will have an eye on.
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, Emiratesā senior unsecured USD bonds with maturities
in 2025 and 2028 are trading and the marketsā 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
to Emiratesā ability to meet its financial obligations, whenever
they fall due. As of 15īApril 2024 Emiratesā bonds were trading
at around 98.9ī cents (2025 maturity) and 97.3ī cents (2028
maturity), representing USD running yields of approximately
4.6%. 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 Emiratesā overall performance.
The AR Committee carefully considered the disclosure in
noteī20(c)īto the Consolidated Financial Statements to ensure
that this concentration of credit risk is properly reflected.
44
Doric Nimrod Air Three Limited (the āCompanyā) 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
Consideration of any triggers for impairment
IASī 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, being the higher of fair
value less costs to sell and the Assetās value in use. The Directors
consider that fair value less costs to sell is a valid measure given
recent secondary market transactions relating to the A380 and
the fact that third party independent valuers have provided
valuations to permit the computation of fair value less costs to
sell.
The AR Committee has considered the issue at length and
accordingly an impairment review has been undertaken as at
31īMarch 2024. Refer to noteī3 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 Ā£nil was booked in the
accounts as disclosed in noteī3.
Contributing factors, which triggered the AR Committeeās
decision to perform an impairment review, included the
Pandemic and its consequences. It was also necessary as the
Group continued to adhere to the concept of Future Soft Values
for measuring the residual value of the Aircraft.
Although recognition of rental income has been considered by the AR Committee in the current year, as there have been no changes
in respect of this risk, it has not been a primary area of focus.
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 improved internal control procedures.
The most recent report on the internal controls of JTCās administration services, prepared in accordance with the ISAEī3402, for the
period from 1īApril 2023 to 31īMarch 2024, has been provided, confirming no major deficiencies.
During the period the Management Engagement Committee conducted a site visit with Nimrod in Mayī2023.
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 Groupās Assets, the recognition of lease rental income
and the presumed risk on management override of controls.
45
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
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:
ā¢ Independence
ā¢ Ethics and conflicts
ā¢ Knowledge and experience
ā¢ Challenge
ā¢ Promptness
ā¢ Cost
ā¢ 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 auditorās 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 third audit of the
Company carried out by Grant Thornton, following its appointment on 2īAugust 2021.
The AR Committee considers Grant Thornton, the Companyās 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 31īMarch 2024 at the AGM held on 7īDecember 2023.
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 Committeeās 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 Groupās 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.
46
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
AUDIT AND RISK COMMITTEE REPORT (continued)
Committee Evaluation
The AR Committeeās activities formed part of the review of Board effectiveness performed in the year under review.
An internal evaluation of the AR Committeeās effectiveness was carried out in 2024, concluding that it was operating effectively.
Fiona Le Poidevin
Chair of the Audit and Risk Committee
23 Julyī2024
47
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITORāS REPORT
Opinion
We have audited the consolidated financial statements of Doric Nimrod Air Three Limited (the āCompanyā) and its subsidiary (the
āGroupā) for the year ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated Statement of Cash Flows and 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 accompanying consolidated financial statements:
ā¢ give a true and fair view of the consolidated financial position of the Group as at 31 March 2024, and of its consolidated financial
performance and its consolidated cashflows for the year then ended;
ā¢ are in accordance with IFRS Accounting Standards as adopted by the European Union (EU); and
ā¢ 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 āAuditorās responsibilities for the audit of the consolidated financial statementsā section
of our report.
We are independent of the Group in accordance with the International Ethics Standards Board for Accountantsā International Code
of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), together with the ethical
requirements that are relevant to our audit of the consolidated financial statements in Guernsey, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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.
The key audit matter How the matter was addressed in our audit
Determination of residual value and impairment
assessment of aircraft
(2024: Ā£167.3, and 2023: Ā£194.3m)
We identified the determination of residual value and
impairment assessment of aircraft as the most significant
assessed risk of material misstatement due to fraud and
error, with the estimation of the aircraftās residual value
being a significant source of estimation uncertainty.
The Groupās 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.
In responding to the key audit matter, we performed the following audit
procedures:
ā¢ We have assessed the Groupās accounting policies regarding the
determination of the residual values of the aircraft and impairment
assessment in accordance with International Accounting Standard
(IAS) 16 - Property, Plant and Equipment and IAS 36 - Impairment of
Assets, respectively;
ā¢ We have obtained detailed supporting documentation from
management and assessment of the key inputs, assumptions
and methodology used from which the aircraftās residual value is
determined and the impairment assessment is based;
ā¢ We have assessed the independence, competence and objectivity of
managementās external appraisers;
48
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITORāS REPORT (continued)
The Group uses external appraisers who provide an
estimate of the residual value which is determined based on
significant judgement and assumptions about current and
future market conditions.
The determination of the residual values and impairment
assessment involves complex estimates and professional
judgment. As such, there is a risk that the residual value and
useful life of the aircraft may not be estimated correctly. As
a result, the carrying value of the aircraft and the amount of
depreciation charged may be misstated.
Also, there is a risk that management may fail to account
for impairment indicators such as the illiquid market of the
aircraft that triggers an impairment review which causes the
value of the aircraft to be written down to its recoverable
amount (if less than carrying value).
Refer to the Audit and Risk Committee Report on pages
40 to 42; Accounting policies on pages 58 to 59; Note 3,
āSignificant Judgements and Estimatesā ā Estimates on
Residual Value, Impairment and Useful Life of Aircraft and
Note 10, āProperty, Plant and Equipment ā Aircraftā, to the
Consolidated Financial Statements.
ā¢ We have assessed the external appraiserās report, lease agreements,
amendments to such agreements, redelivery condition side letter,
valuation report from the asset manager and maintenance status at
the end of the lease. Further, we have challenged management on
their method selection and assumptions;
ā¢ We held discussions with management to understand the status of
the aircraft and if they are operating relative to the assumptions
underpinning their models and to identify operational issues, if any,
that may impact the residual value of the aircraft;
ā¢ We have engaged our internal Aircraft valuation experts to assist in
performing the testing of the valuation of the aircraft which included
the following:
ā¢ ā¢ Assisted in determining whether the valuation methodologies
used to estimate the residual value of the aircraft are consistent
with methods usually used by market participants for similar
types of assets;
ā¢ ā¢ Used their knowledge of the market to assess, challenge and
corroborate managementās valuation;
ā¢ ā¢ Determined if the key assumptions used in determining the
residual value are reasonable and that the carrying value of the
aircraft is appropriately calculated;
ā¢ We performed independent research to check for references of
secondary market options for A380 aircraft. Further, we have used
the information from the recent sale of a related Company aircraft to
assess the reasonableness of the residual value used for the aircraft
and to identify any impairment indicators;
ā¢ We performed independent research to assess the reasonableness
of discount and inflation rate changes and to assist in identifying
macro-economic uncertainties (such as but not limited to increased
cost of living) as contributing factor to such updates; and
ā¢ 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
The directors are responsible for the other information. The other information comprises the information included in the Annual
Financial Report and Consolidated Financial Statements, but does not include the consolidated financial statements and our auditorās
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and 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.
49
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITORāS REPORT (continued)
Responsibilities of the directors for the consolidated financial statements
As explained more fully in the Statement of Directorsā Responsibilities set out on page 32, the directors are responsible for the
preparation of the consolidated financial statements that 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 Groupās 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.
Auditorās 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 auditorās 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:
ā¢ 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.
ā¢ 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 Groupās internal control.
ā¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the Directors.
ā¢ Conclude on the appropriateness of the directorsā 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 the Groupās
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditorās 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 auditorās report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
ā¢ 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.
ā¢ 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.
50
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
INDEPENDENT AUDITORāS 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
auditorās 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 Companyās 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 Companyās members those matters we are required to state to
them in an auditorās 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 Companyās 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:
ā¢ proper accounting records have not been kept by the Company; or
ā¢ the Groupās consolidated financial statements are not in agreement with the accounting records; or
ā¢ 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: 23 July 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2024
51
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
Notes
| Year ended | Year ended | ||
| 31 Mar 2024 | 31 Mar 2023 | ||
| GBP | GBP | ||
| INCOME | |||
A rent income | 4 | ||
B rent income | 4 | ||
| EXPENSES | |||
Operating expenses | 5 | ( | ( |
Depreciation of Aircraft | 10 | ( | ( |
Impairment of Aircraft | 10 | ( | |
( | ( | ||
| Net profit for the year before finance costs and foreign exchange gains/ | |||
(losses) | |||
Finance income | |||
Finance costs | 11 | ( | ( |
| Net profit for the year after finance costs before foreign exchange gains/ | |||
(losses) | |||
Net foreign exchange gains/(losses) | 7 | ( | |
Profit for the year | |||
Total Comprehensive Income for the year | |||
Pence | Pence | ||
Earnings per Share for the year ā Basic and Diluted | 9 |
In arriving at the results for the financial year, all amounts above relate to continuing operations.
The notesīon pages 55 to 75 form an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2024
52
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
Notes
| 31 Mar 2024 | 31 Mar 2023 | ||
| GBP | GBP | ||
| NON-CURRENT ASSETS | |||
Property, Plant and Equipment ā Aircraft | 10 | ||
| CURRENT ASSETS | |||
Receivables | 13 | ||
Cash and cash equivalents | 18 | ||
Short-term Investments | |||
TOTAL ASSETS | |||
| CURRENT LIABILITIES | |||
Borrowings | 15 | ||
Deferred income | 4 | ||
Rebates | 16 | ||
Payables | 14 | ||
| NON-CURRENT LIABILITIES | |||
Deferred income | 4 | ||
TOTAL LIABILITIES | |||
TOTAL NET ASSETS | |||
| EQUITY | |||
Share capital | 17 | ||
Retained loss | ( | ( | |
TOTAL EQUITY | |||
Pence | Pence | ||
| Net Asset Value per Share based on | |||
2023:ī |
The Consolidated Financial Statements were approved by the Board of Directors and authorised for issue 23 July 2024 and are signed
on its behalf by:
Andreas Tautscher Fiona Le Poidevin
Director Director
The notesīon pages 55 to 75 form an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2024
53
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
Notes
| Year ended | Year ended | ||
| 31 Mar 2024 | 31 Mar 2023 | ||
| GBP | GBP | ||
| OPERATING ACTIVITIES | |||
Profit for the year | |||
Movement in deferred income | ( | ( | |
Interest received | ( | ( | |
Depreciation of Aircraft | 10 | ||
Impairment of Aircraft | 10 | ||
Loan interest payable | 11 | ||
Decrease in payables | ( | ( | |
Increase in receivables | ( | ( | |
Foreign exchange movement | 7 | ( | |
Amortisation of debt arrangement costs | 11 | ||
NET CASH GENERATED FROM OPERATING ACTIVITIES | |||
| INVESTING ACTIVITIES | |||
Interest received | |||
Proceeds/(investments) on short-term investments | ( | ||
NET CASH GENERATED FROM INVESTING ACTIVITIES | ( | ||
| FINANCING ACTIVITIES | |||
Dividends paid | 8 | ( | ( |
Repayments of capital on borrowings | 21 | ( | ( |
Interest on borrowings | 21 | ( | ( |
NET CASH USED IN FINANCING ACTIVITIES | ( | ( | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | |||
Increase/(decrease) in cash and cash equivalents | ( | ||
Effects of foreign exchange rates | ( | ||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 18 |
The notesīon pages 55 to 75 form an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 March 2024
54
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
| Share | Retained | |||
| Notes | Capital | Loss | Total | |
| GBP | GBP | GBP | ||
Balance as at 1īApril 2023 | ( | |||
Total Comprehensive Income for the year | ||||
Dividends paid | 8 | ( | ( | |
Balance as at 31īMarch 2024 | ( | |||
| Share | Retained | |||
| Capital | Loss | Total | ||
| GBP | GBP | GBP | ||
Balance as at 1īApril 2022 | ( | |||
Total Comprehensive Income for the year | ||||
Dividends paid | 8 | ( | ( | |
| Balance as at 31īMarch 2023 | ( |
The notesīon pages 55 to 75 form an integral part of these Consolidated Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
55
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
56
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
57
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
58
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
59
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
60
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
61
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
62
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
63
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
64
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
65
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
66
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
67
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
68
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
69
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
70
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
71
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
72
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
73
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
74
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended 31 March 2024
75
Doric Nimrod Air Three Limited (the āCompanyā) Annual Financial Report and Consolidated Financial Statements
22 ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, the Group has no ultimate controlling party.
23 RELATED PARTY TRANSACTIONS AND MATERIAL CONTRACTS
Related parties
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 Groupās Asset Manager.
During the year, the Group incurred Ā£772,580 (31 March 2023: Ā£791,442) of expenses with Amedeo of which Ā£695,565 (31 March
2023: Ā£678,601) related to asset management fees as shown in note 5 and Ā£77,015 (31 March 2023: Ā£93,230) was liaison agent.
As at 31 March 2024, Ā£59,313 (31 March 2023: Ā£57,604) was prepaid to this related party.
Nimrod is the Groupās Corporate and Shareholder Advisor.
During the year, the Group incurred Ā£515,232 (31 March 2023: Ā£502,666) of expenses with Nimrod. As at 31 March 2024, Ā£nil
(31 March 2023: Ā£nil) was owing to this related party.
KEY ADVISERS AND CONTACT INFORMATION
For the year ended 31 March 2024
76
Doric Nimrod Air Three Limited (the āCompanyā) 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 LSEās 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 Management Limited
Pembroke House
28-32 Pembroke Street Upper
Dublin 2, Ireland
D02 EK84
Liaison Agent
Amedeo Services (UK) Limited
35 New Broad Street
New Broad Street House
London
EC2M 1NH
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.