Company registration number 11920302 (England and Wales)
InterGlobe Aircraft Management Services (UK) Private Limited
Audited Financial Statements
For the year ended
31 December 2023
InterGlobe Aircraft Management Services (UK) Private Limited
Contents
Page
Company information
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 23
InterGlobe Aircraft Management Services (UK) Private Limited
Company Information
- 1 -
Directors
L. Binge
P.A. Robertson (alternate director)
P.A. Webb
N. Gupta
Company number
11920302
Registered office
Dixcart House
Addlestone Road
Bourne Business Park
Addlestone
Surrey
KT15 2LE
Auditor
FLS Accounting Solutions Limited
Chartered Certified Accountants
36 The Metro Centre
Dwight Road
Watford
WD18 9SB
Bankers
Standard Chartered Bank
1 Basinghall Avenue
London
EC2V 5DD
InterGlobe Aircraft Management Services (UK) Private Limited
Directors' Report
For the year ended 31 December 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company during the year was that of an investment company.

Results and dividends

The results for the year are set out on page 8.

 

The fair value of the Profit Participating Notes at the balance sheet date was reviewed by the directors and considered to be $23.8m at the balance sheet date. Accordingly a fair value loss of $6.5m has been recognised in the Income Statement (2022 - $Nil).

 

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

L. Binge
D.K. Rastogi
(Resigned 3 March 2023)
P.A. Robertson (alternate director)
P.A. Webb
N. Gupta
(Appointed 6 March 2023)
Supplier payment policy

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

 

The company's current policy concerning the payment of trade creditors is to:

 

Trade creditors of the company at the year end were equivalent to XX day's purchases, based on the average daily amount invoiced by suppliers during the year.

Political donations

The Companies Act 2006 requires companies to disclose all political donations over £2,000 in aggregate made during a financial period. The directors disclose that, no political donations were made by the Company, during the year under review.

Auditor

The auditor, FLS Accounting Solutions Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Corporate governance

The Board monitors the effectiveness of the internal financial and operating systems in order to safeguard shareholders' investment and the company's assets. The Board reviews the financial controls over the company's business through a series of regular Board meetings during the financial year.

InterGlobe Aircraft Management Services (UK) Private Limited
Directors' Report (Continued)
For the year ended 31 December 2023
- 3 -
Statement of directors' responsibilities

The directors are responsible for preparing the directors’ report, and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and applicable law.

 

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

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps

as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Going concern

The directors believe the company and its parent has adequate resources to continue operations for the foreseeable future and that it is well placed to manage its business risks successfully. Thus they believe it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
L. Binge
Director
23 July 2024
InterGlobe Aircraft Management Services (UK) Private Limited
Independent Auditor's Report
To The Members Of InterGlobe Aircraft Management Services (UK) Private Limited
- 4 -
Opinion

We have audited the financial statements of Interglobe Aircraft Management Services (UK) Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

InterGlobe Aircraft Management Services (UK) Private Limited
Independent Auditor's Report (Continued)
To The Members Of InterGlobe Aircraft Management Services (UK) Private Limited
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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 (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

InterGlobe Aircraft Management Services (UK) Private Limited
Independent Auditor's Report (Continued)
To The Members Of InterGlobe Aircraft Management Services (UK) Private Limited
- 6 -

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

 

 

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

 

 

 

 

 

InterGlobe Aircraft Management Services (UK) Private Limited
Independent Auditor's Report (Continued)
To The Members Of InterGlobe Aircraft Management Services (UK) Private Limited
- 7 -

Other matters which we are required to address

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve collusion, forgery, deliberate concealment and omissions, misrepresentations, or the override of internal control.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Sadikali Gulamabas Premji FCCA (Senior Statutory Auditor)
for and on behalf of FLS Accounting Solutions Limited T/A SP VInshaw
Chartered Certified Accountants & Registered Auditors
36 The Metro Centre
Dwight Road
Watford
WD18 9SB
23 July 2024
InterGlobe Aircraft Management Services (UK) Private Limited
Statement Of Comprehensive Income
For the year ended 31 December 2023
- 8 -
2023
2022
Notes
$
$
Administrative expenses
(369,059)
(272,594)
Operating loss
5
(369,059)
(272,594)
Investment revenues
7
27,225
7,351
Other gains and losses
8
(6,500,000)
10,167,971
(Loss)/profit before taxation
(6,841,834)
9,902,728
Income tax expense
9
-
-
(Loss)/profit and total comprehensive income for the year
(6,841,834)
9,902,728

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 12 to 23 form part of these financial statements.

InterGlobe Aircraft Management Services (UK) Private Limited
Statement Of Financial Position
As at 31 December 2023
31 December 2023
- 9 -
2023
2022
Notes
$
$
Non-current assets
Investments
10
23,800,000
30,300,000
Current assets
Cash and cash equivalents
12
741,027
975,797
Current liabilities
Trade and other payables
12
(147,990)
(40,926)
Net current assets
593,037
934,871
Net assets
24,393,037
31,234,871
Equity
Called up share capital
13
34,217,644
34,217,644
Retained earnings
(9,824,607)
(2,982,773)
Total equity
24,393,037
31,234,871
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 ("Adopted IFRS").
The financial statements were approved by the board of directors and authorised for issue on 23 July 2024 and are signed on its behalf by:
L. Binge
P.A. Webb
Director
Director
Company Registration No. 11920302

The notes on pages 12 to 23 form part of these financial statements.

InterGlobe Aircraft Management Services (UK) Private Limited
Statement Of Changes In Equity
For the year ended 31 December 2023
- 10 -
Share capital
Retained earnings
Total
Notes
$
$
$
Balance at 1 January 2022
76,217,644
(12,885,501)
63,332,143
Year ended 31 December 2022:
Profit and total comprehensive income
-
9,902,728
9,902,728
Transactions with owners:
Reduction in shares
13
(42,000,000)
-
(42,000,000)
Balance at 31 December 2022
34,217,644
(2,982,773)
31,234,871
Year ended 31 December 2023:
Loss and total comprehensive income
-
(6,841,834)
(6,841,834)
Balance at 31 December 2023
34,217,644
(9,824,607)
24,393,037

The notes on pages 12 to 23 form part of these financial statements.

InterGlobe Aircraft Management Services (UK) Private Limited
Statement Of Cash Flows
For the year ended 31 December 2023
- 11 -
2023
2022
Notes
$
$
$
$
Cash flows from operating activities
Cash absorbed by operations
17
(261,995)
(309,595)
Net cash outflow from operating activities
(261,995)
(309,595)
Investing activities
Proceeds from disposal of subsidiaries
-
0
43,202,167
Interest received
27,225
7,351
Net cash generated from investing activities
27,225
43,209,518
Financing activities
Reduction of shares
-
0
(42,000,000)
Net cash used in financing activities
-
(42,000,000)
Net (decrease)/increase in cash and cash equivalents
(234,770)
899,923
Cash and cash equivalents at beginning of year
975,797
75,874
Cash and cash equivalents at end of year
741,027
975,797

The notes on pages 12 to 23 form part of these financial statements.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements
For the year ended 31 December 2023
- 12 -
1
General information

InterGlobe Aircraft Management Services (UK) Private Limited is a private company limited by shares incorporated in England and Wales. The registered office is Dixcart House, Addlestone Road, Bourne Business Park, Addlestone, Surrey, KT15 2LE. The company's principal activities and nature of its operations are disclosed in the directors' report.

2
Accounting policies
2.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in US$, which is the functional currency of the company. Functional currency is the currency of the primary economic environment in which the entity operates. The directors of the company believe that US$ most faithfully represents the economic effects of the underlying transactions, events and conditions of the company. The company operates in the aviation sector within which most global operations are transacted in US$.

 

Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

2.2
Going concern

The directors have performed a going concern assessment, comprising a review of the truecompany's financial position, future operations and forecasts for a period of at least 12 months from the date of approval of the financial statements, which demonstrates that the company will be in a position to meet its liabilities as they fall due. On the basis of the assessment prepared and the commitment from InterGlobe Aircraft Management Services Private Limited (the 'parent') to continue to support the company, the directors consider it appropriate to prepare the financial statements on a going concern basis.

 

The company and its parent undertaking have a strong liquidity position, as a result, the directors expect that the company will continue to operate and meet its liabilities as they fall due.

2.3
Non-current investments

Other fixed asset investments are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. Any changes in fair value are recognised in the Income Statement in the reporting period in which they arise.

2.4
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

2.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
2
Accounting policies
(Continued)
- 13 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

Under IFRS 9 an entity may use practical expedients when measuring the expected credit losses of certain financial assets including trade receivables, contract assets and lease receivables. This simplified approach has been applied to the financial assets of the company held at amortised cost.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

2.6
Financial liabilities

The company recognises financial liabilities when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

2.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
2
Accounting policies
(Continued)
- 14 -
2.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2.9
Foreign exchange

Transactions in currencies other than US$ are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss. Non-monetary assets and liabilities are not retranslated at the reporting end date.

2.10

Operating expenses

All operating expenses are accounted for on an accruals basis.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 15 -
3
Adoption of new and revised standards and changes in accounting policies

A brief outline of the IFRSs which were issued by the IASB effective for financial periods beginning on or after 1 January 2023 and which were adopted by the company in the financial statements is as follows:

 

Insurance contracts (IFRS 17)

 

IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and supersedes IFRS 4 Insurance Contracts.

 

IFRS 17 outlines a general model, which is modified for insurance contracts with direct participation features, described as the variable fee approach. The general model is simplified if certain criteria are met by measuring the liability for remaining coverage using the premium allocation approach. The general model uses current assumptions to estimate the amount, timing and uncertainty of future cash flows and it explicitly measures the cost of that uncertainty. It takes into account market interest rates and the impact of policyholders’ options and guarantees.

The company does not have any contracts that meet the definition of an insurance contract under IFRS 17.

 

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

 

The company has adopted the amendments to IAS 12 for the first time in the current year. The amendments introduce a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. Depending on the applicable tax law, equal taxable and deductible temporary differences may arise on initial recognition of an asset and liability in a transaction that is not a business combination and affects neither accounting profit nor taxable profit.

 

Following the amendments to IAS 12, an entity is required to recognise the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12.

 

International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12 and IFRS for SMEs)

 

The scope of IAS 12 is amended to clarify that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in those rules.

 

The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.

 

The Pillar two rules are not applicable for the company.

 

Definition of Accounting estimates (Amendments to IAS 8)

 

The company has adopted the amendments to IAS 8 for the first time in the current year. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The definition of a change in accounting estimates was deleted. There is no impact on the accounting estimation reporting of the company.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
3
Adoption of new and revised standards and changes in accounting policies
(Continued)
- 16 -

Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2)

 

The IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, providing guidance to help entities meet the accounting policy disclosure requirements. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy information’. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure.

 

The company has adopted the amendments to IAS 1 for the first time in the current year.

Standards which are in issue but not yet effective

A brief outline of the likely impact on future financial statements of IFRSs which is issued by the IASB but not yet effective and have not been adopted in the financial statements is as follows.

 

 

The adoption of the above IFRSs is not expected to have a material impact on the financial statements.

4
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

Estimates

These include an estimate of the fair value of the company's investments outlined in Note 10. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial period in which the estimate is revised if the revision affects only that financial period or in the financial period of the revision and future financial periods if the revision affects both current and future financial periods.

 

Judgements

Details of material judgements have been further described in reference to the company's functional currency within Note 2.1 'Accounting convention' and Note 9 'Income tax expense'.

5
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
$
$
Exchange losses/(gains)
4,423
(1,723)
InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 17 -
6
Employees

The company employed no persons during the current and preceding year.

7
Investment income
2023
2022
$
$
Interest income
Financial instruments measured at amortised cost:
Bank deposits
27,225
7,351
Income above relates to assets held at amortised cost, unless stated otherwise.
8
Other gains and losses
2023
2022
$
$
Change in value of financial assets at fair value through profit or loss
(6,500,000)
-
Impairment reversal on disposal of subsidiary
-
0
10,167,971
(6,500,000)
10,167,971
InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 18 -
9
Income tax expense

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

2023
2022
$
$
(Loss)/profit before taxation
(6,841,834)
9,902,728
Expected tax (credit)/charge based on a corporation tax rate of 25.00% (2022: 19.00%)
(1,710,459)
1,881,518
Effect of expenses not deductible in determining taxable profit
80,470
34,960
Income not taxable
-
0
(1,931,914)
Unutilised tax losses carried forward
4,989
15,436
Effect of revaluations of investments
1,625,000
-
0
Taxation charge for the year
-
-

The company has unrelieved tax losses of $1,150,344 at 31 December 2023. These unrelieved tax losses are available for tax utilisation against future trading profits. Management have exercised judgement over the decision as to whether a deferred tax asset should be recognised for the period ended 31 December 2023 and concluded that it should not be recognised at this point in time.

 

In order for the company to recognise a deferred tax asset, it must be probable that sufficient future taxable profits will be available against which the losses can be utilised. In light of the general uncertainty in the business environment and the fact the company has yet to make a profit, the directors have concluded that it is not probable at this juncture that the company will have sufficient profits against which losses could be utilised.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 19 -
10
Investments
Current
Non-current
2023
2022
2023
2022
$
$
$
$
Investments held at fair value through profit or loss
-
0
-
0
23,800,000
30,300,000
Movements in non-current investments
Investments
$
Cost or valuation
At 1 January 2023
30,300,000
Valuation changes
(6,500,000)
At 31 December 2023
23,800,000
Carrying amount
At 31 December 2023
23,800,000
At 31 December 2022
30,300,000

Non-current investments comprises profit participating notes with a cost value of $30,299,000 and 1 equity share in Airborne Tailwind Limited ("ATL") of $1. This represents a 1% holding in the company.

 

The Profit Participating Notes held by the company represent an exclusive right to receive all proceeds and to control the ownership, dealing and disposal of the E-Certificates held by ATL in Helios Aviation Limited ("HAL"). As such the risks and rewards of ownership of the E-Certificates are deemed to have transferred to the company and a financial asset has been recognised in line with IFRS 9. ATL owns 50% of the total Certificate Interest issued by the issuer, HAL, that in turn owns 100% of the certificate interest in Tailwind2019-1 ("Tailwind") an ABS platform.

 

The Profit Participating Notes do not meet the criteria set out in IFRS 9 to be classified as a financial asset measured at amortised cost or fair value through other comprehensive income and as such are measured at fair value through profit or loss.

 

Given the relative illiquidity of the E-Certificates, the value has been triangulated via:

 

1) Income Approach: discounted cashflows of Tailwind 2019-1 based on market assumptions ($27.1m)

 

2) Adjusted Net Asset Approach: estimating net asset value by deducting liabilities from assets ($20.4m)

 

A Market Approach (i.e. referencing value at which comparable ABS’ E-Certificates were traded at) was considered. However, given ‘comparable’ transactions were not available due to fundamental differences between the various ABS E-Certificates that traded due to underlying portfolio featured significantly different aircraft types / vintages / lease term remaining / lessees, etc. (and varying exposure to other macroeconomic risks such as the Ukraine-Russia conflict), it was questionable as to whether the data points were useful for a comparable valuation given they were not trades for ‘similar or identical’ instruments.

 

On the basis of the above, the average of the 2 methodologies ([US$27.1m + US$20.4]/2) is US$23.8m, and so a value of US$23.8m is estimated for the 50% share of E-Certificates in Tailwind held collectively by ATL. A fair value loss of $6.5m has therefore been recognised in in the Income Statement (2022 - $Nil).

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
10
Investments
(Continued)
- 20 -

Income Approach

The current cashflow projections of Tailwind involves a lump sum payment due to equity of US$95.3m in 15 December 2026-15 January 2027, following a number of assumptions, including but not limited to:

 

- December 2026 reflects the Anticipated Repayment Date (“ARD”), being 7 years since the pricing and funding of Tailwind 2019-1; the 7 year assumption is a relatively universal assumption amongst all aircraft ABS transactions;

- Continued payment of aircraft rentals as per the then current / anticipated contractual obligations of airlines (including maintenance reserves being paid per projections by Alton Consultancy);

- Sale of aircraft assets in December 2026 per the average of 3 appraisal values provided by 3 ISTAT appraisal firms (CV, IBA, MBA), being the 3 appraisal firms initially selected for this transaction in 2019 (and in-line with most other aircraft ABS transactions); and

- Assuming cashflows are discounted at a rate of 18.5% to 31 December 2023, being the equity returns of similar vintage issued E-Notes in 2018 and 2019

 

Adjusting for cash flows due to Anchor Investor (Elliott), and fees payable to the servicer (Servicer Incentive + Asset Management Fee), the expected net cash flow due to the company would be US$45.1m. Based on discounting the expected cashflow in 15 December 2026 by 18.5% to 31 December 2023, the expected equity value would be US$27.1m in relation to 50% share of E-Certificates in Tailwind held by ATL.

 

Adjusted Net Asset Approach

The adjusted net asset approach involves deriving an equity value estimate by deducting liabilities from the asset of Tailwind. By use of the maintenance adjusted base values (being a representation of the metal value of the assets) of the 3 appraisers initially selected for the ABS (being CV, IBA, MBA):Appraiser x. Adj. Base Value

 

The value of the assets can be estimated to be US$392.56m based on the appraisal figures dated for December 2023 / Q4 2023.

 

Outstanding debt for Tailwind was US$358.62m as at 31 December 2023. On the basis of these figures (US$392.56 – US$358.62m + US$7.26m - US$1.00m + US$0.64m), the net assets of Tailwind can be estimated to be US$40.8m, of which ATL's 50% share will be US$20.4m.

 

Other Information

It should be highlighted that the 3 x Lion Air aircraft in the Tailwind portfolio have deferred rentals due to be received starting January 2028 (or upon Lion Air’s IPO, whichever is earlier); the amount deferred and due to be received is circa US$18.6m in total across the 3 aircraft. As this value has not been included in a) the ‘Income Approach’ due to the receipt of such deferrals beyond the projection time horizon of December 2026 (and that this deferred amount will be accretive should buyers assign value to it in December 2026) nor b) the ‘Adjusted Net Asset Approach’ as the methodology is based on appraisal values (which assesses the value of the aircraft metal and not the associated lease), there is potential upside in the E-Certificate value as a result of this factor.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 21 -
11
Cash and cash equivalents
2023
2022
$
$
Cash and cash equivalents
741,027
975,797

The cash balances are held with Standard Chartered Bank, which are A1 based on long-term Moody’s ratings.

12
Trade and other payables
2023
2022
$
$
Trade payables
100,165
-
0
Accruals
47,825
40,926
147,990
40,926

The carrying amount of trade and other payables approximates the fair value.

13
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary USD shares of $1 each
34,217,014
34,217,014
34,217,014
34,217,014
Ordinary GBP shares of $1.26 each
500
500
630
630
34,217,514
34,217,514
34,217,644
34,217,644

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All ordinary shares rank equally with regard to the company's residual assets.

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 22 -
14
Capital risk management

The principal risks arising from the company's financial instruments are asset, credit, market, liquidity and operational risk. The company has established policies for managing these risks as outlined below.

 

Asset risk

The company has an asset risk through its investment in Profit Participating Notes issued by Airborne Tailwind Limited ("ATL"). ATL owns 50% of the total Certificate Interest issued by the issuer, Helios Aviation Limited ("HAL), that in turn owns 100% of the certificate interest in Tailwind2019-1 ("Tailwind"), an ABS platform.

 

Tailwind operates within the aviation industry, with aircraft on lease to airlines internationally. A deterioration in the aviation sector could adversely affect the company through a reduction in value of the Profit Participating Notes. The directors monitor this risk by reviewing annual valuations of the E-Certificates which are based on up to date market assumptions.

 

The directors also consider the current conflict between Russia and Ukraine to be of low risk to the investment value as Tailwind currently has zero Russian exposure. The directors will however keep this under constant review.

 

Credit risk

Credit risk is the risk of financial loss to the company if a counterparty to a financial instrument fails to meet its contractual obligations.

 

ATL has a contractual obligation to remit cashflows to the company in respect of the E-Certificates held in HAL. The directors consider the risk of default to be low as ATL would only be remitting amounts equivalent to those collected from HAL.

 

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was $24,541,027 (2022 - $31,275,797) which comprises the company's investments in financial assets measured at fair value through profit or loss and cash and cash equivalents.

 

The company’s cash balances are held with Standard Chartered Bank, which are rated A1 based on longterm Moody’s ratings.

 

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the company’s income or the value of its holding of financial instruments.

 

Currency risk

The company has a minimum exposure to foreign exchange risk as the majority of transactions are denominated in US$.

Interest rate risk

The company currently has minimum exposure to interest rate risk as it does not currently hold any interest bearing financial instruments.

 

Liquidity risk

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company has funded its operations through intercompany loans and the issue of share capital. All of the company's financial liabilities are due for payment within one year.

 

Operational risk

The company was incorporated with the purpose of engaging in the activity of being a holding company of an aircraft leasing group. All administration functions are outsourced to Dixcart International Limited.

 

InterGlobe Aircraft Management Services (UK) Private Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 23 -
15
Related party transactions

During the year the company paid fees of $3,856 (2022: $4,581) to Dixcart International Limited in relation to key management personnel services.

16
Controlling party

The immediate and ultimate parent undertaking and controlling party is InterGlobe Aircraft Management Services Private Limited, a company incorporated in India.

 

The parent undertaking of the largest group, which includes the company and for which group accounts are prepared, is InterGlobe Aircraft Management Services Private Limited, a company incorporated in India. Copies of the group financial statements of InterGlobe Aircraft Management Services Private Limited are available from its registered office at Third Floor, Dr. Gopal Das Bhawan, 28, Barakhamba Road,New Delhi Central Delhi DL 110001 India.

17
Cash absorbed by operations
2023
2022
$
$
(Loss)/profit for the year before income tax
(6,841,834)
9,902,728
Adjustments for:
Investment income
(27,225)
(7,351)
Other gains and losses
6,500,000
(10,167,971)
Movements in working capital:
Increase/(decrease) in trade and other payables
107,064
(37,001)
Cash absorbed by operations
(261,995)
(309,595)
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