The directors present their annual report and financial statements for the year ended 31 December 2024.

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

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

On the 12 June 2024 the company acquired 1,010 equity shares of NKS Hospitality II S.a.r.L ("NKS") for cash consideration of $3,676,000. The directors have assessed the fair value of the company's investment in NKS as at 31 December 2024 and determined this to be $5,785,192 (EUR 5,589,557). A fair value gain of $2,109,192 has therefore been recognised in the Income Statement.

The fair value of the Profit Participating Notes at the balance sheet date was reviewed by the directors and considered to be $20.7m (2023 - $23.8m) at the balance sheet date. Accordingly a fair value loss of $3.1m has been recognised in the Income Statement (2023 - $6.5m).

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

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

Following L. Binge's resignation as a director of the company on 6 June 2025, P.A. Robertson's position as alternative director was also terminated in line with Article 7.3(a) of the Articles of Association adopted by the company. P.A. Robertson has however consented to act as a director of the company and such was appointed to the board on the same date.

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.

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Following the merger of FLS Accounting Solutions Limited with TC Group, the company appointed TC Group as its auditor. Sadikali Premji who was the audit partner under the previous firm, continues to act in this capacity.

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.

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:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• assess the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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

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.

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

We have audited the financial statements of Interglobe Aircraft Management Services (UK) Limited (the 'company') for the year ended 31 December 2024 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with IFRSs as adopted by the European Union; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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:

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

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:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the 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.

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:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the travel sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation including compliance with customs regulations, data protection, anti-bribery, employment, and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations which were communicated within the audit team regularly with the team remaining alert to instances of non-compliance throughout the audit.

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

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• obtaining an understanding of the policies and procedures including internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations 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 company's internal control).

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

• identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, design and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion;

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates in relation to income recognition, collectability of debtors, impairment of tangible and intangible assets and valuation of stock were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

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

• evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;

• evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation (i.e. gives a true and fair view);

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims;

• reviewing correspondence with HMRC and the company's legal advisors; and

• Concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

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.

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

The notes on pages 12 to 22 form part of these financial statements.

The notes on pages 12 to 22 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The notes on pages 12 to 22 form part of these financial statements.

The notes on pages 12 to 22 form part of these financial statements.

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.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements 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.

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.

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.

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.

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.

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.

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.

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.

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, 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.

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

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.

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

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.

Operating expenses

All operating expenses are accounted for on an accruals basis.

A brief outline of the IFRSs which were issued by the IASB effective for financial periods beginning on or after 1 January 2024 and which were adopted by the company in the financial statements is as follows:

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

The company has adopted the amendments to IAS 1 for the first time in the current year. The amendments clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period. Expectations about whether an entity will exercise a right to defer settlement of liability do not affect its classification. In addition, a liability is classified as non-current where the right to defer settlement of a liability for at least 12 months after the reporting date exists as at the end of the reporting period.

The amendments also clarify that (for the purposes of classification as current or non-current), settlement is the transfer of cash, the entity’s own equity instruments (except for certain options as described below), and other assets or services.

An option granted to a lender to convert a liability into equity shares will not affect the classification of the liability as current or non-current if the option is recognized as an equity instrument separate from the liability in accordance with IAS 32 Financial Instruments: Presentation.

These amendments had no impact on the classification of current and non-current liabilities.

Non-current Liabilities with Covenants (Amendments to IAS 1)

The amendments to IAS 1 Non-current Liabilities with Covenants specify that only those covenants with which an entity must comply on or before the end of the reporting period affect the classification of a liability as current or non-current. Such covenants affect this classification even if the assessment of compliance with the covenant as at the end of the reporting period is only performed after the reporting period.

These amendments had no impact on the classification of liabilities on the company’s reporting.

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

The amendments address the accounting that should be applied by a seller-lessee in a sale and leaseback transaction when the leaseback contains variable lease payments, such as turnover rentals, which do not depend on an index or rate.

When the transfer of an asset by a seller-lessee meets IFRS 15 Revenue from Contracts with Customers requirements to be accounted for as a sale, IFRS 16 Leases requires the seller-lessee to recognise only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. Therefore, no gain or loss is recognised on the right of use retained by the seller-lessee.

There is no impact of these amendments as the company does not have any sale and lease-back arrangements.

Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

IAS 7 and IFRS 7 were amended to meet investors’ demands for more detailed information about supplier finance arrangements (which are sometimes referred to as supply chain finance, payables finance, or reverse factoring arrangements). These amendments require an entity to disclose information about its supplier finance arrangements to enable users of financial statements to assess the effects of those arrangements on the entity’s liabilities and cash flows and on the entity’s exposure to liquidity risk.

There is no impact of these amendments as the company does not have any finance arrangement that meets the definition of a supplier finance arrangement under IAS 7.

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.

• Lack of Exchangeability (Amendments to IAS 21) - effective 1 January 2025

• Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) - effective 1 January 2026

• Annual improvements to IFRS Accounting Standards - Volume 11 - effective 1 January 2026

• IFRS 18 Presentation and Disclosure in Financial Statements - effective 1 January 2027

• IFRS 19 Subsidiaries without Public Accountability: Disclosures - effective 1 January 2027 (use of this standard is optional)

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

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'.

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

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

The company has unrelieved tax losses of $4,724,120 (2023: $3,682,709) at 31 December 2024, which 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 year ended 31 December 2024 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.

Non-current investments comprises profit participating notes with a cost value of $30,299,000, 1 equity share in Airborne Tailwind Limited ("ATL") of $1 and 1,010 equity shares in NKS Hospitality II S.a.r.L ("NKS") with a cost value of $3,676,000. The equity holdings represent 1% and 10.1% holdings in the respective companies.

On the 12 June 2024 the company acquired 1,010 equity shares of NKS for cash consideration of $3,676,000. The directors have assessed the fair value of the company's investment in NKS as at 31 December 2024 and determined this to be $5,785,192 (EUR 5,589,557). The fair value has been determined based on a net asset valuation of NKS. The book value of NKS' hotel asset has been uplifted to its fair value based on a specialist valuation of the property. A fair value gain of $2,109,192 has therefore been recognised in the Income Statement.

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 ($29.0m).

2) Adjusted Net Asset Approach: estimating net asset value by deducting liabilities from assets ($12.3m).

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$29.0m + US$12.3m]/2) is US$20.7m, and so a value of US$20.7m is estimated for the 50% share of E-Certificates in Tailwind held collectively by ATL. A fair value loss of $3.1m has therefore been recognised in the Income Statement (2023 -$6.5ml).

Income Approach

The current cashflow projections of Tailwind involves a lump sum payment due to equity of US$101.7m 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 2024, 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$48.3m. Based on discounting the expected cashflow in 15 December 2026 by 18.5% to 31 December 2024, the expected equity value would be US$29m 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):. Adj. Base Value

• CV $432.52m

• MBA $341.52m

• IBA $300.77m

• Average $358.27M

The value of the assets can be estimated to be US$358.27m based on the appraisal figures dated for December 2024 / Q4 2024.

Outstanding debt for Tailwind 2019-1 was US$340.84m as at 31 December 2024. Further, per the Tailwind 2019-1 monthly report for January 2025, it is noted that there is a Maintenance Reserve Account balance of US$7.73m, Security Deposit Account balance of US$1.00m, and Expense Account balance of US$0.54m, amongst others, on the determination date of 31 December 2024.

On the basis of these figures (US$358.27m – US$340.84m + US$7.73m – US$1.00m + US$0.54m), the net assets of Tailwind 2019-1 can be estimated to be US$24.69m, of which Airborne Capital Limited and Airborne Tailwind Limited’s collective 50% share will be US$12.3m.

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.

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

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

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.

On 2 May 2024 the company entered into a share and claims pledge agreement with Hamburg Commercial Bank AG on behalf of NKS Hospitality II S.a.rL. ("NKS"). The security provided covers the shares owned by the company in NKS, including future shares and distributions as well as any monetary assets due to the company from NKS.

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.

The company also has an asset risk through its minority interest in NKS Hospitality S.a.r.l. ("NKS"). NKS operates a hotel in Hamburg, Germany. Again any deterioration in the hospitality sector could adversely impact the value of the company's investment in NKS. The directors monitor this risk by reviewing annual valuations of the investment. The investment is currently performing well with a fair value gain of $2,109,192 recognised in the year.

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 $27,531,667 (2023 - $24,541,027) 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.

During the year the company was charged fees of $1,690 (2023 - $3,856) by Dixcart International Limited in relation to key management personnel services.

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.