Statement by the Board of Directors and the Executive Board

Independent auditor's report

Statement by the Board of Directors and the Executive Board

Independent auditor's report

Management's review

Management's review

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Annual report 2024

Contents

Statement by the Board of Directors and the Executive Board

Independent auditor's report

Management's review

Financial statements 1 January – 31 December

Statement by the Board of Directors and the Executive Board

Independent auditor's report

Management's review

Management's review

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Financial statements 1 January – 31 December

Company details

Operating review

Income statement

Balance sheet

Balance sheet

Statement of changes in equity

Notes

Income statement

Balance sheet

Company details

Operating review

Income statement

Balance sheet

Balance sheet

Statement of changes in equity

Notes

Income statement

Balance sheet

To the shareholder of NAC AVIATION 3 A/S

Company details

Operating review

Income statement

Balance sheet

Statement of changes in equity

Notes

To the shareholder of NAC AVIATION 3 A/S

Opinion

Basis for Opinion

Management's responsibility for the financial statements

Auditor's responsibilities for the audit of the financial statements

Statement on the Management's review

Board of Directors

Executive Board

Audit

Principal activities

Development in activities and financial position

Outlook

Events after the balance sheet date

Control

Proposed distribution of loss

1

Accounting policies

Foreign currency translation

Revenue

Production costs

Distribution costs

Administrative expenses

Financial income and expenses

Tax on loss for the year

Property, plant and equipment

Receivables

Cash at bank and in hand

Corporation tax and deferred tax

Liabilities other than provisions

Deferred income

2

Staff costs

3

Financial expenses

4

Tax on loss for the year

5

Property, plant and equipment

6

Non-current liabilities other than provisions

7

Contractual obligations, contingencies, etc.

Contingent liabilities

8

Related parties disclosure

Control

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

	Management's review
	Company details
	Operating review

	Financial statements 1 January – 31 December
	Income statement
	Balance sheet
	Statement of changes in equity
	Notes

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

	The Board of Directors and the Executive Board have today discussed and approved the annual report for NAC AVIATION 3 A/S for the financial year 1 January - 31 December 2024.

	The annual report has been prepared in accordance with the Danish Financial Statements Act.

	In our opinion, the financial statements give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024.

	Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review.

	We recommend that the annual report be approved at the annual general meeting.

	Vejle, 30 June 2025

Executive Board:
Lyn Marie Cheung Director
Board of Directors:
Thomas Buskop Chairman	Lyn Marie Cheung	Orla Elizabeth Gillen

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

	Opinion

	We have audited the financial statements of NAC AVIATION 3 A/S for the financial year 1 January - 31 December 2024, comprising income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act.

	In our opinion, the financial statements give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act.

	Basis for Opinion

	We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report.

	We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, 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.

	Management's responsibility for the financial statements

	Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control that Management determines is 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, Management is 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 in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

	Auditor's responsibilities for the audit of the financial statements

	Our objectives are to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements in Denmark will always detect a material misstatement when it exists. Misstatements may 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 financial statement users made on the basis of these financial statements.

	As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also

	●	identify and assess the risks of material misstatement of the company financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

	●	obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

	●	evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

	●	conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements 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.

	●	evaluate the overall presentation, structure and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.

	We communicate with those charged with governance 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.

	Statement on the Management's review

	Management is responsible for the Management's review.

	Our opinion on the financial statements does not cover the Management's review, and 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 Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.

	Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act.

	Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of the Management's review.

Fredericia, 30 June 2025

KPMG

Statsautoriseret Revisionspartnerselskab

CVR no. 25 57 81 98

Nikolaj Møller Hansen

State Authorised Public Accountant

mne33220

Michael Lund Siegumfeldt

State Authorised Public Accountant

mne28662

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

	NAC AVIATION 3 A/S
	Orla Lehmannsgade 1, 4.
	DK-7100 Vejle

	CVR no.:	25 58 77 74
	Established:	16 December 2013
	Registered office:	Vejle
	Financial year:	1 January - 31 December

	Board of Directors

	Thomas Buskop, Chairman
	Lyn Marie Cheung
	Orla Elizabeth Gillen

	Executive Board

	Lyn Marie Cheung, Director

	Audit

	KPMG
	Statsautoriseret Revisionspartnerselskab
	Vesterballevej 27, 2
	DK-7000 Fredericia
	CVR no. 25 57 81 98

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

	Principal activities

	NAC Aviation 3 A/S (the Company) activities are to lease out its portfolio of aircraft under operating leases. The Company has a portfolio of two aircraft, 1 on lease with an external customer.

In consideration of the volume of transactions with other group members, this Management's review includes group considerations. Accordingly, the sections below include company information as well as commentary from Nordic Aviation Capital DAC’s annual report for the 2024 financial year (‘Consolidated financial statements’). The Company’s activities are predominantly denominated in USD, and this is the Company's functional currency. The financial statements are presented in USD.

	Development in activities and financial position

	The Company's income statement for 2024 shows a loss of USD 491,884 as against a loss of USD 954,001 in 2023. Equity in the Company's balance sheet at 31 December 2024 stood at a positive of USD 4,079,000 as against a negative of USD 4,891,788 at 31 December 2023.

	Revenue increased 11% on an annualised basis. 1 aircraft previously on lease was not on lease at year end.

	•Production costs remain comparable to prior year.

	•Other financial expenses are showing an annualized reduction of 13%

	The Company has in 2024 received a cash contribution from group of USD 9.5m.

	Outlook

	The entire fleet were on lease for most of the financial year. 50% of NAC Aviation 2 A/S’ fleet is on lease to an external customer with NAC Aviation Delaware LLC as lessor.

	While the macroeconomic outlook appears to be stabilizing, geopolitical tensions, including conflicts in Ukraine and the Middle East and ongoing disputes between China and the West, could further disrupt the aviation landscape. Careful review of exposure concentration and country risk will be crucial for mitigating risk.

	Considering the Going Concern assessment made by Nordic Aviation Capital DAC and after having considered the adequacy of the Company’s operating cash flows and borrowing facilities the Directors of the Company are satisfied that the financial statements are prepared on a going concern basis and on the plans the Directors have for the business.

	Events after the balance sheet date

	On 7 May 2025, Dubai Aerospace Enterprise (DAE) Ltd (“DAE”), through one of its subsidiaries, acquired the shares of Nordic Aviation Capital DAC. As a result, the Company became a wholly owned subsidiary of DAE.

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

USD

Note

2024

2023

Revenue		2,383,069 2,383,069	2,164,756 2,164,756
Production costs		-1,310,892 1,310,892	-1,232,715 1,232,715
Gross profit		1,072,177 1,072,177	932,041 932,041
Distribution costs		0 0	-1,758 1,758
Administrative expenses		-506,109 506,109	-613,294 613,294
Profit before financial income and expenses		566,068 566,068	316,989 316,989
Other financial expenses	3	-1,196,689 1,196,689	-1,381,546 1,381,546
Loss before tax		-630,621 630,621	-1,064,557 1,064,557
Tax on loss for the year	4	138,737 138,737	110,556 110,556
Loss for the year		-491,884 491,884	-954,001 954,001

	Proposed distribution of loss

	Retained earnings			- 491,884		- 954,001
				-491,884		-954,001

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

USD

Note

31/12 2024

31/12 2023


Current assets
Receivables
Trade receivables	161,594 161,594	256,712 0
Receivables from group entities	5,526,611 5,526,611	1,073,105 0
	5,688,205 5,688,205	1,329,817 1,329,817
Cash at bank and in hand	5,785 5,785	448 448
Total current assets	5,693,990	1,330,265
TOTAL ASSETS	22,652,353	19,406,550

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

USD

Note

31/12 2024

31/12 2023

EQUITY AND LIABILITIES
Equity
Contributed capital	91,602 91,602	91,602 91,602
Retained earnings	3,988,298 3,988,298	-4,983,390 4,983,390
Total equity	4,079,900 4,079,900	-4,891,788 4,891,788

Provisions
Provisions for deferred tax	1,814,366 1,814,366	1,746,571 1,746,571
Total provisions	1,814,366 1,814,366	1,746,571 1,746,571

Current liabilities other than provisions
Trade payables		6,747 6,747	13,747 13,747
Payables to group entities		14,726,235 14,726,235	20,746,552 20,746,552
Other payables, including taxes payable	6	17,380 17,380	2,941 2,941
Deferred income		0 0	189,590 189,590
		14,750,362 14,750,362	20,952,830 20,952,830
Total liabilities other than provisions		16,758,087	22,551,767
TOTAL EQUITY AND LIABILITIES		22,652,353	19,406,550

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

USD	Contributed capital	Retained earnings	Total
Equity at 1 January 2024	91,602	- 4,983,390	-4,891,788
Transferred over the distribution of loss	0	- 491,884	-491,884
Contribution from group	0	9,463,572	9,463,572
Equity at 31 December 2024	91,602	3,988,298	4,079,900

NAC AVIATION 3 A/S

Annual report 2024

CVR no. 25 58 77 74

1	Accounting policies

	The annual report of NAC AVIATION 3 A/S for 2024 has been prepared in accordance with the provisions applying to reporting class B entities under the Danish Financial Statements Act with opt-in from higher reporting classes.

	The accounting policies used in the preparation of the financial statements are consistent with those of last year.

Reporting currency
The financial statements are presented in USD as the Company's most significant transactions are settled in USD. At the balance sheet date, the DKK/USD exchange rate was 714. For the year 2023 the DKK/USD exchange rate at the balance sheet date was 674.

	Foreign currency translation

	On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses.

	Receivables, payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the latest financial statements is recognised in the income statement as financial income or financial expenses.

	Revenue

	Revenue comprises payments made under operating leases and income from sale of airplanes and is recognised in the income statement when the transfer of risk to the buyer has takes place and the income can be reliably measured, and it is probable that future economic benefits will flow to the entity.

	Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts granted are recognised in revenue.

	The Company records supplemental amounts that are not expected to be reimbursed during the lease as lease revenue when the Group has reliable information that it will not be required to make reimbursements of the amounts collected based on utilisation and a maintenance forecasting model that estimates the maintenance inflows and outflows through the lease expiration date.

	Production costs

	Production cost include costs incurred in generating the revenue of the year. Such costs include direct and indirect costs for the purchase and maintenance of airplanes.

	Distribution costs

	Distribution costs include costs incurred in preparation for entering into lease contracts, promotional activities and shipment of airplanes.

	Administrative expenses

	Administrative expenses include costs incurred for management and administration of the Company.

	Financial income and expenses

	Financial income and expenses comprise interest income and expense, financial costs regarding finance leases, gains and losses on securities, payables and transactions denominated in foreign currencies, amortisation of financial assets and liabilities as well as surcharges and refunds under the on-account tax scheme, etc.

	Tax on loss for the year

	The Company is jointly taxed with Nordic Aviation Capital A/S. The current Danish corporation tax is allocated by the settlement of joint taxation contribution between the jointly taxed companies in proportion to their taxable income. In this relation, companies with tax loss carryforwards receive joint taxation contribution from companies that have used these losses to reduce their own taxable profits. The jointly taxed companies are taxed under the on-account tax scheme.

	Tax for the year comprises current tax for the year and changes in deferred tax. The tax expense relating to the profit/loss for the year is recognised in the income statement, and the tax expense relating to amounts directly recognised in equity is recognised directly in equity.

	Property, plant and equipment

	Airplanes and fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses.

	Cost comprises the purchase price and any costs directly attributable to the acquisition until the date on which the asset is available for use.

	Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.

	The basis of depreciation is cost less any projected residual value after the end of the useful life. Depreciation is provided on a straight-line basis over the estimated useful life. The estimated useful lives are as follows:

	Plant and machinery		25-30 years
	Airplanes		25-30 years

	The useful life and residual value are reassessed annually. Changes are accounted for as accounting estimates, and the effect on depreciation is recognised prospectively.

	Gains and losses on the disposal of property, plant and equipment are stated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in the income statement as other operating income or other operating costs, respectively.

	Prepayments for property, plant and equipment, comprise payments regarding future acquisitions of airplanes.

	Receivables

	Receivables are measured at amortised cost.

	Write-down is made for bad debt losses where there is an objective indication that a receivable or a portfolio has been impaired. If there is an objective indication that an individual receivable has been impaired, write-down is made on an individual basis.

	Cash at bank and in hand

	Cash comprise bank deposits.

	Corporation tax and deferred tax

	Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account.

	Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax value of assets and liabilities based on the planned use of the asset or settlement of the liability. Deferred tax is measured in accordance with the tax rules and at the tax rates applicable in the respective countries at the balance sheet date when the deferred tax is expected to crystallize as current tax.

	Deferred tax assets, including the tax value of tax loss carryforwards, are recognised at the expected value of their utilisation within the foreseeable future; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Any deferred net assets are measured at net realisable value.

	Deferred tax is measured in accordance with the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a result of changes in tax rates are recognised in the income statement or equity, respectively.

	Liabilities other than provisions

	Financial liabilities are recognised at cost at the date of borrowing, corresponding to the proceeds received less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost using the effective interest method. Accordingly, the difference between cost and the nominal value is recognised in the income statement over the term of the loan together with interest expenses.

	Other financial obligations are measured at net realisable value.

	Other liabilities also comprises of maintenance reserves. In many operating airplanes lease contracts, the lessee has the obligation to make periodic payments which are calculated based on the utilisation of airframes, engines and other major life-limited components (supplementary amounts). In such contracts, upon the lessee presenting invoices evidencing the completion of qualifying maintenance on the airplanes, the Group reimburses the lessee for the cost of the maintenance up to a maximum of the supplementary amounts received with respect to such work unless otherwise indicated in the lease contract.

	Deferred income

	Deferred income comprises payments received regarding income in the following year.

2	Staff costs

		2024		2023
	Average number of full-time employees	0		0

3	Financial expenses

USD

2024

2023

Interest expense to group entities	1,196,249 1,196,249	1,380,396 1,380,396
Exchange losses	440 440	1,150 1,150
	1,196,689	1,381,546

4	Tax on loss for the year

USD

2024

2023

Deferred tax adjustment for the year	-138,737 138,737	806,404 806,404
Adjustment of tax concerning previous years	0 0	-948,598 948,598
Adjustment of deferred tax concerning previous years	0 0	31,638 31,638
	-138,737	-110,556

5	Property, plant and equipment

	USD		Airplanes
	Cost at 1 January 2024		39,008,741
	Cost at 31 December 2024		39,008,741
	Depreciation and impairment losses at 1 January 2024		- 20,932,456
	Depreciation for the year		- 1,117,922
	Depreciation and impairment losses at 31 December 2024		- 22,050,378
	Carrying amount at 31 December 2024		16,958,363

6	Non-current liabilities other than provisions

Liabilities other than provisions can be specified as follows:

USD

31/12 2024

31/12 2023

Deposits:
1-5 years	725,000	725,000
	725,000	725,000
Other payables, including taxes payable:
0-1 year	17,380	2,941
1-5 years	1,065,435	656,647
>5 years	217,290	217,290
	1,300,105	876,878
Total financial debts	2,025,105	1,601,878


Outstanding debt after five years	217,290	217,290

The financial debts are recognized in the balance sheet as follows:

Long-term debt	2,007,725	1,598,937
Short-term debt	17,380	2,941
	2,025,105	1,601,878

7	Contractual obligations, contingencies, etc.

	Contingent liabilities

	The Company is jointly taxed with Nordic Aviation Capital A/S, which serves as administrative company, and together with other jointly taxed group entities, the Company has joint and several liability for the payment of income taxes as well as withholding taxes on interest, royalties and dividends.

8	Related parties disclosure

	NAC AVIATION 3 A/S' related parties comprise the following:



	NAC AVIATION 3 A/S is part of the consolidated financial statements of Nordic Aviation Capital Designated Activity Company, Henry Street, V94 4D83, Limerick, Ireland, which is the smallest group in which the Company is included as a subsidiary.

	NAC Aviation 29 DAC, Henry Street, V94 4D83, Limerick, Ireland, holds the majority of the contributed capital in the Company.

	The consolidated financial statements of Nordic Aviation Capital Designated Activity Company can be obtained by contacting the Company at the above address.

Fixed assets

Property, plant and equipment

16,958,363 16,958,363

18,076,285 0

Total fixed assets