ANNUAL REPORT 2025
SAFETY RECORD
40 YEAR
KEY STATS YEAR END MAR. 2025
100% OWNED
B737 FLEET
CREDIT
RATING
(STABLE)
(FITCH AND S&P RATINGS)
SUSTAINALYTICS
NO.1 GLOBAL LARGE CAP AIRLINE
FLIGHTS TO/FROM
AIRPORTS
93
BASE
AIRPORTS
228
(37 COUNTRIES)
DAILY FLIGHTS
3,500
OVER
200M GUESTS
300M IN FY34
CHOICE & COVERAGE
UNRIVALED CUSTOMER SERVICES - CSAT 86%
ESG
RATING
A
A-
UNENCUMBERED
26,000
HIGH SKILLED
AVIATION PROFESSIONALS
613 AIRCRAFT
RYANAIR GROUP ANNUAL REPORT 2025
TABLE OF CONTENTS
04
Financial Summary
05
Chairman’s Report
07
Group CEO Report
11
Directors’ Report
16
Corporate Governance Report
36
Sustainability Statement
59
Consolidated Disclosures Pursuant to Article 8
Taxonomy Regulation
141
Independent Practitioners' Limited Assurance
Report on Ryanair Holdings plc's Sustainability
Statement
144
Report of the Remuneration Committee on
Directors’ Remuneration
153
Statement of Directors’ Responsibilities
in respect of the Annual Report and the
Financial Statements
154
Statement of Directors’ Responsibilities
in respect of the Sustainability Statement
155
Responsibility Statement as required by the
Transparency Directive and UK Corporate
Governance Code
156
Presentation of Financial & Certain Other
Information
157
Cautionary Statement Regarding Forward-
Looking Information
158
Detailed Index
161
Key Information
164
Risk Factors
184
Information on the Company
210
Operating and Financial Review and Prospects
218
Directors, Senior Management and Employees
226
Major Shareholders and Related Party Transactions
231
Additional Information
245
Quantitative and Qualitative Disclosures about Market Risk
250
Controls and Procedures
257
Independent Auditor’s Report to the Members
of Ryanair Holdings plc
265
Consolidated Financial Statements
322
Company Financial Statements
328
Directors and Other Information
329
Appendix
4
RYANAIR GROUP ANNUAL REPORT 2025
FINANCIAL
SUMMARY
Income Statement
Mar 31, 2025
Mar 31, 2024
Mar 31, 2023
€‘m
€‘m
€‘m
Scheduled Revenue
9,230
9,145
6,930
Ancillary Revenue
4,719
4,299
3,845
Total Revenue
13,949
13,444
10,775
Fuel
5,220
5,143
4,026
Ex-Fuel Costs
7,171
6,240
5,306
Total Operating Costs
12,391
11,383
9,332
Net Finance and Other Income
224
62
(34)
Foreign Exchange
3
5
34
Profit Before Tax
1,785
2,128
1,443
Tax Expense
(173)
(211)
(129)
Profit After Tax
1,612
1,917
1,314
Balance Sheet
Mar 31, 2025
Mar 31, 2024
Mar 31, 2023
€‘m
€‘m
€‘m
Non-Current Assets
11,497
11,349
10,494
Gross Cash
3,987
4,120
4,675
Current Assets
2,023
1,707
1,237
Total Assets
17,507
17,176
16,406
Current Liabilities
8,153
6,401
7,422
Non-Current Liabilities
2,317
3,161
3,341
Shareholder Equity
7,037
7,614
5,643
Total Liabilities & Equity
17,507
17,176
16,406
Net Cash
1,304
1,373
559
5
RYANAIR GROUP ANNUAL REPORT 2025
CHAIRMAN’S
REPORT
Stan McCarthy,
Chairman
I WANT TO THANK OUR DEDICATED TEAM OF 26,000
AVIATION PROFESSIONALS, MANAGEMENT AND MY
BOARD COLLEAGUES FOR THEIR HARD WORK OVER
THE PAST YEAR.
Dear Shareholder,
Fiscal year 2025 ("FY25") was a year of significant
challenges, but also success, for the Ryanair Group.
The continuing wars in Ukraine and the Middle East
disrupted traffic and heightened fuel volatility. European
airlines suffered record ATC delays and cancellations,
especially during peak summer months, due to ATC
staff shortages, poor rostering and equipment failures.
Repeated Boeing delivery delays meant that we had to
cut our FY25 traffic from an original target of 205m to
200m and our earnings were also adversely impacted
by consumer spending pressure (driven by higher-for-
longer interest rates and inflation in H1) and a drop off
in OTA bookings prior to summer 2024 necessitating
repeated price stimulation in FY25.
Despite the above challenges, the Ryanair Group
performed well and reported over €1.61bn PAT. Notable
FY25 achievements include:
•
Ryanair became the first European airline to carry
200m guests in one year.
•
Cost per passenger was flat as the cost gap widens
to competitor EU airlines.
•
176 Boeing 737 “Gamechangers” in our 613 aircraft
fleet at year-end.
•
Over 160 new routes (total 2,600) for summer 2025.
•
7% of issued share capital purchased and cancelled.
•
Our industry leading ESG ratings were reconfirmed
(MSCI: A; CDP: A-; & Sustainalytics: No.1 global
large cap airline) and our CSAT score improved to
86% (PY: 85%).
In May 2024 your Board approved the recommencement
of share buybacks. During FY25, Ryanair purchased
and cancelled 7% of its issued share capital (over 77m
shares) and has now retired almost 36% of issued
share capital since 2008. In line with the Group’s
Capital Allocation Policy, €0.40 dividends per share
were paid in FY25 and the Board has declared a final
dividend of €0.227 per share (subject to AGM approval
in September). Over the coming year, the Group plans
to continue paying down maturing debt (including an
€850m bond this September and €1.2bn in May 2026)
and to fund capex from internal resources. Your Board,
however, remains committed to shareholder returns and
recently approved a follow-on €750m share buyback
which will likely run over the next 6-12 months.
2,600
Between September 2024 and March 2025, in
anticipation of reaching the threshold of 50% of issued
share capital being held by EU nationals, Ryanair
carried out a review of its ownership and control
restrictions (including engagement with shareholders
and regulators) with a view to varying its approach in
a manner that continues to ensure compliance with
6
RYANAIR GROUP ANNUAL REPORT 2025
EU Reg. 1008/2008. Once the 50% threshold was
reached, your Board, taking into account feedback from
regulators and investors representing a significant
majority of Ryanair’s issued share capital, resolved on
7 March 2025 that it is in the best interest of Ryanair
and our shareholders as a whole to discontinue the
prohibition on non-EU nationals acquiring Ryanair’s
Ordinary Shares with immediate effect and continue
to apply voting restrictions on non-EU nationals.
Consequently, both EU and non-EU nationals can now
invest in Ryanair Holdings plc via Ordinary Shares listed
on Euronext Dublin and/or Depository Shares listed on
Nasdaq.
86%
I wish to express my gratitude to Howard Millar who has
chosen not to seek re-election at the upcoming AGM and
will step down from the Board in September. We thank
him for his leadership and his enormous contribution to
Ryanair’s success, firstly as our CFO from 1992 to 2014,
and as a NED for the last 9 years.
Finally, I want to thank our dedicated team of 26,000
aviation professionals, management and my Board
colleagues for their hard work over the past year. We
look forward to welcoming up to 206m passengers
onboard this year. I also thank you, our shareholders,
for your continued support.
Yours sincerely,
Stan McCarthy
Chairman
7
RYANAIR GROUP ANNUAL REPORT 2025
Michael O’Leary,
Group CEO
CARRYING 200M GUESTS IN A FULL YEAR MAKES
FY25 A HISTORIC MILESTONE FOR RYANAIR. WE ARE
NOW THE WORLD’S LARGEST LOW FARE AIRLINE BY
PASSENGER TRAFFIC.
GROUP CEO
REPORT
Dear Shareholder,
What a year we’ve just had. The curveballs kept
coming at us, from wars in Ukraine and the Middle
East, to record ATC delays delivered by mismanaged
Government ATC monopolies across Europe. We faced
down an OTA boycott in spring 2024, which damaged
close-in bookings into the summer season and our
traffic growth was repeatedly hampered by Boeing
delays, which disrupted our summer schedule and will
do so again in FY26. Yet through all these challenges
two themes remain constant. First, the demand for
low fare air travel across Europe is growing strongly,
as disposable income and leisure time rises. Second,
Ryanair’s controlled fleet growth and ever widening
cost leadership over higher cost competitors leaves us
uniquely positioned to capture the lion’s share of this
growth market, by offering lower fares, for the benefit of
our guests, our people, and our shareholders.
Competitiveness
As wars rage in Ukraine and the Middle East, the new U.S.
administration now threatens to impose tariffs, which
will damage economic growth and harm consumers in
both the USA and Europe. The sensible response for
Europe must be to drive competitiveness, by lowering
the cost of energy, infrastructure and services across
the single market. The Draghi Report has recently
shone a light on the many areas where Europe can do
so much more, to improve the single market and deliver
better outcomes for our citizens and our businesses, by
reforming failed bureaucracy and scrapping damaging
regulations.
For a start, Europe should stop penalizing its citizens
with discriminatory enviro. taxes on intra EU flights,
while it exempts all flights departing to, or arriving
from, non-EU destinations. This is manifestly unfair.
Indeed, long-haul flights to/from Europe account for the
majority of European aviation CO₂ emissions, yet they
are inexplicably exempt from ETS. This discrimination
in favour of non-Europeans is indefensible. Europe
must deliver a level playing field on enviro. taxes for
its citizens, so that everyone pays their fair share. The
quickest way to deliver this is to bring EU ETS into line
with ICAO’s CORSIA rates, which applies to all non-EU
flights and would mean intra EU passengers pay the
same enviro. taxes as wealthier, long-haul passengers
do. It would also end the scandalous ETS exemption
(from their fair share of enviro. taxes) for all flights
arriving in, or leaving, the EU which exists today.
Secondly, the EU Commission must finally act to reform
Europe’s failed, but ridiculously expensive, ATC system.
ATC services are provided free of charge to American
airlines by the U.S. Government. Last year Europe’s
mismanaged national ATC providers imposed record
delays on EU flights, mainly due to bad roster practices
and short staffing, especially at weekends. Europe’s
airlines and our passengers repeatedly suffer “capacity
restrictions” (which is a euphemism for short staffing)
especially at weekends, because tiny numbers of air
traffic controllers don’t, or won’t, show up to work on
time, or at all. This scandal must end. Europe’s ATCs
should be fully staffed at all times, and controllers who
don’t report (or report late) at weekends should be
covered by rostered standbys, as most airlines already
do with their flight crews.
8
RYANAIR GROUP ANNUAL REPORT 2025
If Europe delivered effective and efficient ATC services,
we believe over 90% of Europe’s flight delays would
be eliminated. This would cut flight times and reduce
aviation CO₂ emissions by over 10% annually. Instead
of wasting 20 more years and €20bn on Europe’s failed
“Single Sky” initiative, two simple reforms would deliver
an effective solution, namely (a) mandate that all ATC
providers must be fully staffed (with standby cover) for
the first wave of daily flights or suffer penalty fines; and
(b) protect overflights during national ATC strikes. This
type of immediate, deliverable reform would transform
air travel in Europe, eliminating delays, cutting CO₂
emissions and costs, and reducing air fares, which
would stimulate traffic, tourism and economic growth,
especially in Europe’s regions.
Another example of damaging regulation is the recent
effort of Spain’s Consumer Ministry, to impose over
€170m of unexplained bag fines, but only on low fare
airlines in Spain, using some ancient 1960’s national
legislation, which clearly contravenes EU law (in
particular EU Reg 1008/2008) which guarantees pricing
freedom for all EU airlines. We cannot allow misguided
local politicians to interfere in, or reregulate, Europe’s
air travel market, which is one of the great success
stories of the single market. Spain, which has benefited
hugely from the growth of low fare airlines, such as
Ryanair, who have lowered the cost of visitor access to
its regions and islands, should know better than most,
that these unlawful bag fines will only lead to higher
costs and higher fares for Spain’s citizens and visitors.
Our home market in Dublin is also being hampered by
failed regulation and political inaction. At Dublin airport
over €320m has been invested in a new 2nd runway,
which doubles the capacity of Ireland’s main airport
from 32m to over 60m passengers p.a. Yet Dublin’s
airlines are prevented from using this growth capacity,
because an 18-year-old planning restriction artificially
caps Dublin Airport traffic at 32m p.a, over fears (in
2007), that road access around Dublin Airport would
be “overwhelmed” at this volume of passengers. These
concerns no longer apply, as the roads around the
airport have transformed since 2007, and there’s been
a structural shift to public (mainly bus) transport, which
has transformed the capacity of, and road access to
Dublin airport. Ireland’s newly elected Government in
January committed to removing this outdated traffic cap,
yet 3 months later no action has been taken, despite the
Government's 20 seat majority in Parliament. We believe
this vital national infrastructure should not be subject
to misguided local planning regulations, but instead
should be directly controlled by democratically elected
Governments, under the Ministry of Transport. Only in
Ireland would we allow this vital access infrastructure
to be built, but then refuse our airlines and citizens the
ability to use it, due to bureaucratic failure to abolish
an absurd and outdated planning restriction. This is a
clear example of the sort of regulatory failure, which
the Draghi Report has encouraged Europe to reform and
remove.
Sales & Cost Leadership
The last year again highlights the strength of Ryanair’s
low fare growth model. We responded to the OTA
boycott by lowering fares, stimulating 9% traffic growth
to 200.2m passengers, becoming Europe’s first airline
to hit this historic number. These guests saved over
€700m compared to our prior year air fares. During
FY25, we opened 4 new bases in Dubrovnik, Reggio
Calabria, Tangier and Trieste, and we launched over
160 new routes for summer 2025 (total 2,600 routes).
Despite Boeing delays, we took delivery of 30 new
Boeing 737 “Gamechangers” in FY25 as we grew our
fleet to 613 aircraft in March 2025. We hope to grow it
again to 647 by March 2026, if Boeing meet their agreed
delivery dates for the last 34 of our Boeing 737-8200
(MAX) orders. Ancillary sales continue to outperform,
rising 10% this year, while traffic rose 9%, as we worked
to improve conversion and pricing.
We faced considerable cost challenges last year,
including above inflation pay increases for our people,
and higher crewing ratios due to Boeing delivery
delays, in a year when airport/handling fees, aircraft
maintenance, route charges and marketing costs all
rose at double digits rates, while our traffic grew 9%.
However, thanks to our successful hedging policy, our
fuel bill rose at a much slower rate than traffic, which
is why our unit costs remained flat during a year when
we faced multiple cost challenges. This was further
boosted by our net interest income. The key to our
success, as always, is that we kept unit costs flat
when most of our competitors are reporting unit cost
increases, which has significantly widened the cost gap
between Ryanair and most other EU airlines.
9
RYANAIR GROUP ANNUAL REPORT 2025
Fleet
The biggest medium term challenge we face, remains
the risk to Boeing deliveries. While the final units of our
210 Boeing 737-8200 order were contracted to deliver in
December 2024, at our March 2025 year end Boeing left
us short 34 of these deliveries. We got 5 more in April
but the remaining 29 are not expected to deliver until
the second half of FY26, hopefully in time for summer
2026. The quality and timeliness of Boeing deliveries
has recently improved under their new management, but
this needs to be reflected in rising monthly production if
Boeing is to erase its current delivery backlog.
Our next challenge is the certification and delivery of
our 300 Boeing MAX-10 orderbook. Boeing remain
hopeful that these aircraft will be certified before
the end of 2025, well in advance of our first 15 MAX-
10 deliveries in spring 2027. It is critical to our cost
efficiency and our planned growth to 300m guests,
that these aircraft deliver in a timely manner, in line
with our contracted delivery dates. Since each of these
aircraft can accommodate 228 seats (20% more than
our current Boeing 737-800s) but burn 20% less fuel,
they offer Ryanair a structural further cost efficiency
over our competitor airlines, and we intend to pass
on these considerable savings via lower fares to our
guests, which will, we believe, secure further controlled,
profitable growth to 300m passengers by 2034.
618
Balance Sheet, Debt & Shareholder Returns
In such an uncertain and volatile world Ryanair’s key
differentiator remains our Balance Sheet. We have for
many years followed a strategy of minimizing debt, while
using internally generated cash to fund new aircraft
purchases, which are then added (unencumbered) to
our conservative Balance Sheet. This keeps our costs
low. Unlike many competitors, we don’t finance our
Group with inflated “sale & leaseback” transactions,
or expensive operating leases. This approach was
vindicated during the Covid pandemic, when our fleet
was grounded for almost 18 months, but our only cost
was depreciation, which was not a cash drain on the
business. We have, since Covid, prioritized paying down
debt, as it falls due. In the next year, we have 2 bonds
of over €2bn due for repayment, which will then leave
Ryanair effectively debt free. As interest rates and
leasing costs have risen in recent years, Ryanair has
generated significant net interest income, while most of
our competitors face rising finance costs, which again
widens our cost advantage and price leadership. We
expect this trend to continue.
Since our Boeing deliveries have been delayed over
the past 2 years, we are seeing stronger than expected
cash generation, a trend we expect to continue for
another year or two, as the timing gap to our new MAX-
10 deliveries in 2027 and 2028 defers planned capex
for a couple of years. We have applied most of this
surplus cash to pay down our multi-billion euro bond
debt as it falls due, but we have also committed to
returning any small surplus to our shareholders. We
agreed to return 25% of our annual after tax profit to
shareholders by way of ordinary dividend, which has
delivered €400m each year for the last 2 years. In May
2024, as our fares and profits fell (in the face of the OTA
boycott and pressure on consumer spending) the Board
approved the restart of share buybacks with a €700m
program under which we bought and cancelled some
3% of our issued share capital (“ISC”). In August, the
Board approved a follow-on buyback of €800m, which
enabled us to purchase and cancel approx. 4% of ISC
at favourable prices. When this buyback completed in
April, it brought our shareholder returns over the last 15
years to almost €9bn, through dividends and buybacks,
and we have now cancelled almost 36% of our ISC over
that period.
OVER 15 YEARS
SHAREHOLDER RETURNS
€9BN
I would caution shareholders that these cash returns will
be volatile and may be disrupted by unexpected external
events, such as Covid or the war in Ukraine, and we may
have to occasionally temper distributions as aircraft
capex rises, when we move into peak MAX-10 aircraft
deliveries from 2029 to 2033. But, whenever we can, we
will continue to return excess cash to shareholders in a
careful and cautious manner, while always prioritizing
our Balance Sheet strength and preparing for the next
cyclical downturn.
10
RYANAIR GROUP ANNUAL REPORT 2025
Conclusion
Carrying 200m guests in a full year marks FY25 as a
historic milestone for Ryanair. We are now the world’s
largest low fare airline by passenger traffic, having
overtaken our great mentor Southwest Airlines. We
could not have reached this milestone if we hadn’t
reduced air fares last year by 7%. Lower fares and
lower costs are the key formula which underpins our
profitable growth. We remain immensely proud of
the friendly, reliable and above all safety-first service,
delivered by our 26,000 talented aviation professionals,
who operated over 1m scheduled flights in FY25, with
record customer satisfaction (“CSAT”) scores and
industry leading resilience and punctuality.
IN FY25
200M GUESTS
Over the last 12 months our 200m guests have saved
over €700m compared to our prior year fares. We also
calculate that they saved over €6bn, compared to the
average fares charged by our "low fare" competitors in
Europe. We hope over the next decade to buy 300 more
Boeing MAX-10 aircraft, to grow to 300m guests p.a, to
create approx 10,000 new jobs for highly paid aviation
professionals, and that Ryanair will continue to be an
engine for growth, efficiency, and consumer savings
across Europe for the benefit of our guests, our people
and our shareholders. We sincerely hope that all current
shareholders will continue to invest in, support, and
share the benefit of Ryanair’s ambitious and exciting
growth plans for the next decade.
Best wishes,
Michael O’Leary
Group CEO
11
RYANAIR GROUP ANNUAL REPORT 2025
THE DIRECTORS PRESENT THEIR ANNUAL REPORT AND FINANCIAL STATEMENTS OF
RYANAIR HOLDINGS PLC (“THE COMPANY”), INCORPORATED IN THE REPUBLIC OF
IRELAND, AND ITS SUBSIDIARIES (WITH THE COMPANY AND THE SUBSIDIARIES BEING
TOGETHER “RYANAIR GROUP” OR “THE GROUP”) FOR THE YEAR ENDED MARCH 31, 2025.
Review of business activities and future developments in the business
The Company operates a low fares/low-cost, short-haul airline group and plans to develop this activity by expanding
its successful business model on new and existing routes. Information on the Company is set out on pages 184 to
210. A review of the Company’s operations for the year is set out on pages 210 to 217.
Results for the year
Results for the year are set out in the consolidated income statement on page 266.
Principal risks and uncertainties
Details of the principal risks and uncertainties are on pages 164 to 184.
Key performance indicators
The key performance indicators are set out on page 163; pages 184 to 210; pages 210 to 217.
Financial risk management
Details of the Group’s financial risk management policies and exposures are set out in Note 11 on pages 287 to 305.
Share capital
The number of ordinary shares in issue at March 31, 2025 was 1,063,868,001 (2024: 1,140,045,528; and 2023:
1,138,674,528). Details of the classes of shares in issue and the related rights and obligations are set out in Note 14
on pages 309 to 311.
Accounting records
The Directors believe that they have complied with the requirements of Section 281 to 285 of the Companies Act
2014 with regard to adequate accounting records by employing financial personnel with appropriate expertise and by
providing adequate resources to the financial function. The accounting records of the Company are maintained at its
registered office, Airside Business Park, Swords, Co. Dublin, K67 NY94, Ireland.
Company information
The Company was incorporated on August 23, 1996 with a registered number of 249885. It is domiciled in the Republic
of Ireland and has its registered office at Airside Business Park, Swords, Co. Dublin, K67 NY94, Ireland. It is a public
limited company and operates under the laws of Ireland.
People
At March 31, 2025, the Company had a team of approximately 26,000 highly skilled aviation professionals.
DIRECTORS’
REPORT
12
RYANAIR GROUP ANNUAL REPORT 2025
Substantial interests in share capital
Details of substantial interests in the share capital of the Company, which represent over 3% of the issued share
capital, are set out on page 226. At March 31, 2025 the free float in shares was 96%.
Directors and Company Secretary
The names of Directors who served during FY25 are: Eamonn Brennan; Róisín Brennan; Michael Cawley; Emer Daly;
Geoff Doherty; Bertrand Grabowski; Elisabeth Köstinger; Jinane Laghrari Laabi; Stan McCarthy; Howard Millar; Roberta
Neri; Anne Nolan; Mike O’Brien; Michael O’Leary; Louise Phelan; and Amber Rudd.
Michael Cawley and Louise Phelan retired from the Board in June 2024. Jinane Laghrari Laabi and Amber Rudd were
appointed to the Board in July 2024. Roberta Neri retired from the Board in September 2024.
Juliusz Komorek served as Company Secretary. Details of the appointment and re-election of Directors are on page
20.
Interests of Directors
The beneficial interests as at March 31, 2025, 2024 and 2023 of the Directors in office at March 31, 2025 in the share
capital of the Company are as follows:
No. of Shares at March 31
2025
2024
2023
Eamonn Brennan
7,327
7,327
N/A
Róisín Brennan
4,000
4,000
4,000
Emer Daly
53,840
6,840
6,840
Geoff Doherty
85,700
50,700
50,700
Bertrand Grabowski
—
—
N/A
Elisabeth Köstinger
—
—
N/A
Jinane Laghrari Laabi
—
N/A
N/A
Stan McCarthy
10,000
10,000
10,000
Howard Millar
500,000
500,000
500,000
Anne Nolan
9,018
9,018
—
Mike O’Brien
4,405
4,405
4,405
Michael O’Leary
44,099,892
44,099,892
44,096,725
Amber Rudd
—
N/A
N/A
13
RYANAIR GROUP ANNUAL REPORT 2025
The share options and LTIP shares granted to each Director in office at the end of FY25, FY24 and FY23 were as
follows:
No. of share options & non-performance LTIP shares at March 31
2025
2024
2023
Options
LTIP
Options
LTIP
Options
LTIP
Eamonn Brennan
—
6,485
—
3,984
N/A
N/A
Róisín Brennan
50,000
6,485
50,000
3,984
50,000
—
Emer Daly
3,000
6,485
50,000
3,984
50,000
—
Geoff Doherty
—
6,485
—
3,984
—
—
Bertrand Grabowski
—
2,501
—
—
N/A
N/A
Elisabeth Köstinger
—
6,485
—
3,984
N/A
N/A
Jinane Laghrari Laabi
—
2,501
N/A
N/A
N/A
N/A
Stan McCarthy
50,000
6,485
50,000
3,984
50,000
—
Howard Millar
50,000
6,485
50,000
3,984
50,000
—
Anne Nolan
—
6,485
—
3,984
—
—
Mike O’Brien
—
6,485
50,000
3,984
50,000
—
Michael O’Leary
10,000,000
—
10,000,000
—
10,000,000
—
Amber Rudd
—
2,501
N/A
N/A
N/A
N/A
Directors’ and Senior Executives’ remuneration
The Company’s policy on Senior Executive remuneration is to reward its Executives competitively, having regard to
the comparative marketplace in Europe, in order to ensure that they are motivated to perform in the best interests
of the shareholders. Details of remuneration paid to key management personnel (defined as including each Director,
whether executive or otherwise, of the Group, as well as the Executive team reporting to the Board of Directors) is set
out in Note 26 on page 321. Details of total remuneration paid to the Directors is set out in Note 18 on pages 314 to
316.
Executive Director’s service contract
Mr. O’Leary is contracted as Group CEO until the end of July 2028 and is subject to a covenant not to compete with
the Group within the EU for a period of 12 months after the termination of his employment. Mr. O’Leary’s employment
agreement does not contain provisions providing for compensation on its termination.
14
RYANAIR GROUP ANNUAL REPORT 2025
Dividend policy
Details of the Company’s dividend policy are disclosed on page 229.
An interim dividend of €0.223 per share was paid in February 2025 (2024: €0.175). The Board is recommending the
payment of a final dividend of €0.227 per share, subject to AGM approval, in September 2025 (2024: €0.178).
Share buybacks
In FY25, the Company bought back over 77m ordinary shares at a total cost of approximately €1.5bn. These buybacks
were equivalent to approximately 7% of the Company’s issued share capital at March 31, 2024. Substantially all of
these repurchased shares were cancelled at March 31, 2025, with the balance cancelled after year end.
There were no share buybacks in the year ended March 31, 2024.
Directors’ Compliance Statement
The Company complies with its relevant obligations (as defined in the Companies Act 2014). The Directors have
drawn up a compliance policy statement (as defined in section 225(3)(a) of the Companies Act 2014) and appropriate
arrangements and structures are in place that are, in the Directors’ opinion, designed to secure material compliance
with the Company’s relevant obligations. The Directors confirm that these arrangements and structures were reviewed
during the financial year.
As required by Section 225(2) of the Companies Act 2014, the Directors acknowledge that they are responsible for
the Company’s compliance with the relevant obligations. In discharging their responsibilities under Section 225, the
Directors relied on the advice both of persons employed by the Company and of persons retained by the Company
under contract, who they believe have the requisite knowledge and experience to advise the Company on compliance
with its relevant obligations.
Relevant audit information
The Directors believe that they have taken all steps necessary to make themselves aware of any relevant audit
information and have established that the Company’s statutory auditors are aware of that information. In so far as
they are aware, there is no relevant audit information of which the Group’s statutory auditors are unaware.
Accountability and audit
The Directors have set out their responsibility for the preparation of the financial statements on page 153. They have
also considered the going concern position of the Company and their conclusion is set out on pages 34 and 35.
The Board established an Audit Committee whose principal tasks are to consider financial reporting and internal
control issues. The Audit Committee, which consists exclusively of independent Non-Executive Directors, meets at
least quarterly to review the financial statements of the Company, to consider internal control procedures and to liaise
with internal and independent auditors. In the year ended March 31, 2025 the Audit Committee met on 5 occasions.
At least quarterly, the Audit Committee receives an extensive report from the Head of Internal Audit detailing the
reviews, including the results of internal control testing performed in the year to date. This report is used by the Audit
Committee and the Board of Directors, as a basis for determining the effectiveness of internal control and identifying
emerging risks. They also receive an enterprise risk assessment of the Group twice a year. The Audit Committee
regularly considers the performance of internal audit and how best financial reporting and internal control principles
should be applied.
In addition, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of
the independent auditor. The Audit Committee pre-approves all audit and permissible non-audit services provided by
the independent auditor.
15
RYANAIR GROUP ANNUAL REPORT 2025
Non-Financial Statement
The Sustainability Statement in accordance with Part 28 of the Companies Act 2014 including the requirements of
the European Union (disclosure of Non-Financial and Diversity Information by certain large undertakings and groups)
Regulations 2017 (as amended by Statutory Instrument No. 410 of 2018) is included in pages 36 to 140 and forms
part of this report.
Air safety & security
Commitment to air safety and security is a priority of the Company. See pages 194 and 195 for details.
Critical accounting policies
Details of the Company’s critical accounting policies are set out on pages 272 and 273.
Subsidiary companies
Details of the principal subsidiary undertakings are disclosed in Note 26 on page 321.
Political contributions
During FY25, FY24 and FY23 the Company made no political contributions which require disclosure under the Electoral
Act, 1997.
Corporate Governance Report
The Corporate Governance Report on pages 16 to 35 forms part of the Directors’ Report.
Post balance sheet events
Details of significant post balance sheet events are set out in Note 25 to the consolidated financial statements on
page 320.
Auditors
The auditor, PricewaterhouseCoopers (“PwC”), who were appointed in FY23, will continue in office in accordance with
the provisions of Section 383(2) of the Companies Act 2014.
As required under Section 381(1)(b) of the Companies Act 2014, a resolution authorising the Directors to determine
the remuneration of the auditor will be proposed at the 2025 AGM.
Annual General Meeting
The Annual General Meeting will be held at 9.00a.m. on September 11, 2025 in the Ryanair Engineering Centre,
230/240 Lakeshore Drive, Airside Business Park, Swords, Co. Dublin, K67 XF79, Ireland.
On behalf of the Board
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
May 16, 2025
16
RYANAIR GROUP ANNUAL REPORT 2025
RYANAIR HAS ITS PRIMARY LISTING ON EURONEXT DUBLIN AND ITS AMERICAN
DEPOSITARY SHARES ARE LISTED ON THE NASDAQ. THE DIRECTORS ARE COMMITTED
TO MAINTAINING THE HIGHEST STANDARDS OF CORPORATE GOVERNANCE
AND THIS STATEMENT DESCRIBES HOW RYANAIR HAS APPLIED THE MAIN AND
SUPPORTING PRINCIPLES OF THE 2018 UK CORPORATE GOVERNANCE CODE
(THE “2018 CODE”), THE VERSION OF THE CODE IN FORCE DURING FY25. THIS
REPORT ALSO COVERS THE DISCLOSURE REQUIREMENTS SET OUT IN THE IRISH
CORPORATE GOVERNANCE ANNEX TO THE LISTING RULES OF EURONEXT DUBLIN,
WHICH SUPPLEMENTS THE 2018 CODE WITH ADDITIONAL CORPORATE GOVERNANCE
PROVISIONS AND IS ALSO APPLICABLE TO RYANAIR.
The Board of Directors (“the Board”):
Roles
The Board of Ryanair is responsible for the leadership, strategic direction and oversight of management of the
Group. The Board’s primary focus is on strategy formulation, policy and control. It has a formal schedule of matters
specifically reserved to it for its attention, including matters such as approval of the annual budget, large capital
expenditure, and key strategic decisions.
Other matters reserved to the Board include treasury policy and procedures, internal control, audit and risk management,
Environmental, Social and Governance (“ESG”), remuneration of the Executive Director and Senior Management and
corporate governance. The Board has delegated responsibility for the management of the Group to the Group CEO
and the Senior Management team. There is a clear division of responsibilities between the Chairman and the Group
CEO, which is set out in writing and has been approved by the Board.
Chairman
Stan McCarthy has served as the Chairman of the Board since June 2020, having served as Deputy Chairman from
April 2019. He was appointed a Director in May 2017. The Chairman’s primary responsibility is to lead the Board,
to ensure that it has a common purpose, is effective as a group and at individual Director level, and that it upholds
and promotes high standards of integrity and corporate governance. He ensures that Board agendas cover the key
strategic issues confronting the Group; that the Board reviews and approves management’s plans for the Group; and
that Directors receive accurate, timely, clear and relevant information.
The Chairman is the link between the Board and the Company. He is specifically responsible for establishing
and maintaining an effective working relationship with the Group CEO, for ensuring effective and appropriate
communications with shareholders and for ensuring that members of the Board develop and maintain an understanding
of the views of shareholders.
CORPORATE GOVERNANCE
REPORT
17
RYANAIR GROUP ANNUAL REPORT 2025
While Stan McCarthy holds a small number of other directorships (see page 218), the Board considers that these do
not interfere with the discharge of his duties to Ryanair.
Senior Independent Director
The Board appointed Róisín Brennan as the Senior Independent Director (“SID”) with effect from April 2024, a role
previously held by Louise Phelan. The SID is available to shareholders who have concerns that cannot be addressed
through the Chairman, Group CEO or Group CFO and leads the annual Board review of the performance of the
Chairman.
Company Secretary
The appointment and removal of the Company Secretary is a matter for the Board. All Directors have access to the
advice and services of the Company Secretary (Juliusz Komorek), who is responsible to the Board for ensuring that
Board procedures are complied with.
Membership (GOV-1*)
The Board consists of one Executive, a Non-Executive Chairman and 11 Non-Executive Directors (“NEDs”). It is the
practice of Ryanair that a majority of the Board will be NEDs, each considered by the Board to be independent, and
the Chairman is Non-Executive. The Board considers the current size, composition and diversity of the Board to be
appropriate. Approximately 50% of NEDs are women. The current composition of the Board and the principal Board
Committees are set out below. Biographies of the Directors are available on pages 218 and 219. The Board, with the
assistance of the Nomination Committee (“Nomco”), keeps Board composition under review to ensure that it includes
the necessary mix of relevant skills and experience required to perform its role.
Each Director has extensive business experience, which they bring to bear in governing the Company. The Board
considers that, between them, the Directors bring the range of skills, knowledge, diversity, and experience, including
international and aviation experience, necessary to lead the Group. The Chairman has significant public company
experience. Historically, the Company has always separated the roles of Chairman and Group CEO for the running of
the business and implementation of the Board’s strategy and policy.
18
RYANAIR GROUP ANNUAL REPORT 2025
Independent: Yes
Years: 8
Citizenship: Irish/US
Committee:
Executive
Nomination (Chair)
STAN MCCARTHY (NON-EXEC CHAIRMAN)(i)
Independent: Yes
Years: 2
Citizenship: Irish
Committee:
Remuneration (Chair)
Safety & Security
EAMONN BRENNAN (NON-EXEC)
Independent: Yes
Years: 7
Citizenship: Irish
Committee:
Executive
Remuneration
RÓISÍN BRENNAN (NON-EXEC SID)
Independent: Yes
Years: 7
Citizenship: Irish
Committee:
Audit
EMER DALY (NON-EXEC)
Independent: Yes
Years: 2
Citizenship: French
Committee:
Audit
BERTRAND GRABOWSKI (NON-EXEC)
Independent: Yes
Years: 4
Citizenship: Irish
Committee:
Audit (Chair)
GEOFF DOHERTY (NON-EXEC)
Independent: Yes
Years: 2
Citizenship: Austrian
Committee:
Nomination
ELISABETH KÖSTINGER (NON-EXEC)
Independent: Yes
Years: 9
Citizenship: Irish
Committee:
Executive (Chair)
Nomination
HOWARD MILLAR (NON-EXEC) (iii)
Independent: Yes
Years: 1
Citizenship: Moroccan
Committee:
Nomination
JINANE LAGHRARI LAABI (NON-EXEC)(ii)
Independent: Yes
Years: 2
Citizenship: Irish
Committee:
Nomination
ANNE NOLAN (NON-EXEC)
Independent: No
Years: 29
Citizenship: Irish
Committee:
Executive
MICHAEL O’LEARY (EXEC)
Independent: Yes
Years: 9
Citizenship: Irish
Committee:
Safety & Security
(Co-Chair)
MIKE 0’BRIEN (NON-EXEC)
Independent: Yes
Years: 1
Citizenship: UK
Committee:
Remuneration
AMBER RUDD (NON-EXEC)(ii)
Years: 16
Citizenship: Polish
JULIUSZ KOMOREK (CO. SECRETARY)
(i) Independence assessed on appointment.
(ii) Appointed to the Board effective July 2024.
(iii) Not standing for re-election at the Sept. 2025 AGM.
19
RYANAIR GROUP ANNUAL REPORT 2025
Summary of Director Competencies (GOV-1/G1-GOV-1*)
Aviation &
Transport
(1)
Accounting,
Internal Control
& Financial
Expertise(2)
Safety &
Sustainability
(incl. climate) (3)
Talent
Mgt.(4)
Consumer
(5)
Gov.
& Reg.
Relations(6)
Governance
(7)
Supply
Chain
Mgt. (8)
IT/Data/
Cyber/
Digital
Marketing
Stan McCarthy
Róisín Brennan
Eamonn Brennan
Emer Daly
Geoff Doherty
Bertrand Grabowski
Elisabeth Köstinger
Jinane Laghrari Laabi
Howard Millar
Anne Nolan
Mike O’Brien
Michael O’Leary
Amber Rudd
1. Current/previous experience in the aviation or the wider transport industry.
2. Qualified Accountant or extensive financial and audit experience.
3. Understanding of the risks, impacts and opportunities of climate change, sustainability reporting and aviation operational safety & security.
4. Experience of industrial relations, employment law, talent attraction & retention or other staff issues.
5. Experience of working in a consumer facing business and/or developing products or services for consumers.
6. Experience of regulatory affairs and public policy.
7. Experience of working in and managing an entity in a highly regulated industry.
8. Experience of sourcing, logistics and procurement.
20
RYANAIR GROUP ANNUAL REPORT 2025
Appointment
Directors are appointed following selection by Nomco and approval by the Board and must be elected by the shareholders
at the following AGM. The focus of the Board, through Nomco, is to maintain a Board with the relevant expertise,
quality and experience required by Ryanair to advance the Company and shareholder value. Ryanair recognizes the
benefits of diversity, including gender, geographic and ethnic diversity. Ryanair’s Articles of Association require that
all of the Directors retire and offer themselves for re-election within a three-year period. All Directors on page 18, with
the exception of Howard Millar (who is retiring from the Board in September 2025) will be offering themselves for
re-election at the AGM on September 11, 2025.
Geoff Doherty is Chair of the Audit Committee, Stan McCarthy is Chair of Nomco, and Eamonn Brennan is Chair of the
Remuneration Committee (“Remco”).
Senior Management regularly brief the Board, including new members, in relation to operational, financial, ESG
and strategic issues concerning the Ryanair Group. The Board also has direct access to Senior Management, as
required, in relation to any queries they have concerning the operation of the Company. The terms and conditions of
appointment of NEDs are set out in their letters of appointment, which are available for inspection at the Company’s
registered office during normal office hours and at the AGM of the Company.
Other Relevant Factors
Certain NEDs hold share options over a small quantity of shares as set out in the Directors’ Report. Whilst the 2018
Code notes that the remuneration of NEDs should not ordinarily include share options, the Company has a NASDAQ
listing and has a substantial U.S. shareholder base. The granting of share options to NEDs to align interests of
shareholders and Directors is an established market practice in the U.S., which is typically encouraged by U.S.
investors. The Company in accordance with the 2018 Code sought and received shareholder approval to make these
share option grants to its NEDs and the Board believes the modest number of options granted to NEDs does not
impair their independence of judgement and character. Further to the above, and following consultation with key
shareholders and the approval of a new Long Term Incentive Plan (“LTIP 2019”) by shareholders at the 2019 AGM,
which replaced the previous 2013 Share Options Plan for all future share based payments, the NEDs will not receive
any further share option grants or performance based shares.
With the exception of the historic modest grant of share options, there were no relationships or circumstances of
relevance under the 2018 Code impacting NEDs’ independence. Furthermore, in line with best governance practices,
Ryanair has adopted a policy whereby all Directors retire on an annual basis and, being eligible for re-election, offer
themselves for election. This affords Ryanair’s shareholders an annual opportunity to vote on the suitability of each
Director.
Nomco have confirmed to the Board that it considers all NEDs offering themselves for re-election at the 2025 AGM
to be independent and that they continue to effectively contribute to the work of the Board. Nomco recommends that
the Company accept the re-election of the Directors.
Board Procedures
All Directors have access to the advice and services of the Company Secretary and the Board has established
a procedure whereby Directors wishing to obtain advice in the furtherance of their duties may take independent
professional advice at the Company’s expense.
Directors meet with key members of Senior Management with a particular focus on ensuring NEDs are fully informed
on issues of relevance to Ryanair and its operations. Extensive papers on key business issues are provided to all
Directors in connection with the Board and Committee meetings. All Directors are encouraged to update and refresh
their skills and knowledge, for example, through attending courses on technical areas or external briefings for NEDs.
21
RYANAIR GROUP ANNUAL REPORT 2025
The Company has Directors’ and Officers’ liability insurance in place in respect of any legal actions taken against the
Directors in the course of the exercise of their duties. New NEDs are encouraged to meet the Executive Director and
Senior Management for briefing on the Group’s developments and plans.
Independence
The Board has carried out its annual evaluation of the independence of each of its NEDs, taking account of the
relevant provisions of the 2018 Code, namely, whether each Director is independent in character and judgement and
free from relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgement.
The Board regards all of the NEDs at the date of this report as independent and has concluded that no one individual
or group exerts an undue influence on others.
Within its independence review, the Board has considered the following items with respect to certain individual NEDs.
Director & Role
Circumstances of relevance
under the 2018 Code in
determining independence
Basis upon which the Board has determined
independence
Status within the spirit and
meaning of the 2018 Code
M. O’Brien
NED
Served as Chief Pilot and Flight
Ops Manager of Ryanair from
1987 to 1991.
The Board considered Mike O’Brien’s outside
business interests, as well as the gap (25
years) between finishing his Executive
role with Ryanair and his election to the
Board in 2016 and concluded that his
previous employment with Ryanair did not
compromise his independence of judgement
and character.
Independent
Meetings
The Board meets at least quarterly and in the year to March 31, 2025 the Board convened meetings on 10 occasions.
Individual attendance at these meetings is set out in the table on page 29. Detailed Board papers are circulated in
advance so that Board members have adequate time and information to be able to participate fully at the meeting.
The holding of detailed Board meetings and the fact that many matters require Board approval, demonstrates that
the running of the Company is firmly in the hands of the Board. The NEDs meet periodically without Executives being
present. Led by the SID, the NEDs meet without the Chairman present at least annually to appraise the Chairman’s
performance and on such other occasions as are deemed appropriate.
Remuneration
Details of remuneration paid to the Directors are set out in Note 18 on pages 314 to 316. Also, please see the Report
of the Remuneration Committee on Directors’ Remuneration on pages 144 to 152.
Non-Executive Directors
NEDs are remunerated primarily by way of Directors’ fees, supplemented by occasional grants of non-performance
ordinary shares (under LTIP 2019). Details are disclosed in the in Note 18(b) on page 315.
22
RYANAIR GROUP ANNUAL REPORT 2025
Executive Director Remuneration
The Group CEO is the only Executive Director on the Board. In addition to his base salary he was eligible for a
performance bonus of up to 50% of base salary in FY25 dependent upon the achievement of certain ambitious
performance targets. It is considered that the significant shareholding of the Group CEO as well as (unvested) share
options granted (awarded as part of his contract of employment to July 2028), acts to align his interests with those
of shareholders and gives him a keen incentive to perform to the highest levels. Full details of the Executive Director’s
remuneration are set out in Note 18(a) on page 315.
Share Ownership and Dealing
Details of the Directors’ interests in Ryanair shares are set out in the Directors’ Report on pages 12 and 13.
The Board has adopted a code of dealing in securities of Ryanair Holdings plc, to ensure compliance with the Listing
Rules of Euronext Dublin, applicable to transactions in Ryanair shares, debt instruments, derivatives or other financial
instruments by persons discharging managerial responsibilities (“PDMRs”) (e.g., Directors), persons closely associated
with persons discharging managerial responsibilities (“PCAs”) and relevant Company employees (together, “Covered
Persons”). The code of dealing also includes provisions which are intended to ensure compliance with U.S. securities
laws and regulations of the NASDAQ National market. Under the code of dealing, Covered Persons are required to
notify the Company and in the case of PDMRs and PCAs only, the Central Bank, of any transaction conducted on
their own account in Ryanair shares, debt instruments, derivatives or other financial instruments. Directors are also
required to obtain clearance from the Chairman or Group CEO (or other person designated for such purpose) before
undertaking such transactions, whilst Covered Persons who are not Directors must obtain clearance from designated
Senior Management. Covered Persons are prohibited from undertaking such transactions during Closed Periods as
defined by the code of dealing and at any time during which the individual is in possession of inside information (as
defined in the EU Market Abuse Regulation (596/2014)).
Board Succession and Structure
The Board plans for its own succession with guidance from Nomco. Nomco regularly reviews the structure, size and
composition (including the skills, knowledge and experience) required of the Board compared to its current position
with regard to the strategic needs of Ryanair and recommends changes to the Board. There is a formal, thorough
and transparent procedure for the appointment of new Directors to the Board. Nomco, recognising the benefits
of diversity (including gender, geographic and ethnic diversity), identifies and selects candidates on merit against
objective criteria, to ensure that the Board has the skills, knowledge and expertise required. Nomco has access to
external advisors/ recruiters as required and seeks such assistance (as necessary) to assist with Board succession
planning.
During FY25, Michael Cawley (June 2024), Louise Phelan (June 2024) and Roberta Neri (September 2024) retired
from the Board. In July 2024, Jinane Laghrari Laabi and Amber Rudd joined the Board as NEDs.
Succession planning (for both Board refreshment and Senior Management) is typically an agenda item at each
Nomco meeting and most Board meetings.
23
RYANAIR GROUP ANNUAL REPORT 2025
The membership of Board Committees at March 31, 2025, is set out in the table below:
Audit
Nomco
Remco
Safety & Security
ExecCo
Stan McCarthy (Chair)
Chair
Member
Róisín Brennan (SID)
Member
Member
Eamonn Brennan
Chair
Member
Emer Daly
Member
Geoff Doherty
Chair
Bertrand Grabowski
Member
Elisabeth Köstinger
Member
Jinane Laghrari Laabi
Member
Howard Millar
Member
Chair
Anne Nolan
Member
Mike O’Brien
Co-Chair
Michael O’Leary
Member
Amber Rudd
Member
As at March 31, 2025, the Board comprised 13 Directors as set out on page 12. The Group CEO is the only Executive
Director. Biographies of Directors are set out on pages 218 and 219. Ryanair considers that the Board has the correct
balance and depth of skills, knowledge, expertise and experience to optimally lead the Company and that all Directors
give adequate time to the performance of their duties and responsibilities.
Ryanair considers that all Directors discharge their directorial duties with the objectivity and impartiality they have
demonstrated since commencing their respective roles and has determined that each of the NEDs is independent.
In reaching that conclusion, Ryanair considered the character, judgement, objectivity and integrity of each Director
and had due regard for the 2018 Code. Ryanair continually endeavours to maintain the quality and independence of
its Board.
Diversity (GOV-1*)
The Board is supportive of the target that women should represent at least 40% of boards (as set out in the Irish
Government’s “Balance for Better Business” initiative). During FY25, approximately 50% of the NEDs were women
(total Board gender ratio of 0.9:1). Diversity is a key criterion for the Board as part of its renewal and succession
plans, and the Board appoints members based on merit without discriminating on age, gender, race, colour, ethnic,
religious or social beliefs, sexual orientation, disability or any other factors.
For further details, please refer to the Sustainability Statement, and our 2025 Non-Discrimination Policy
(https://corporate.ryanair.com/wp-content/uploads/2025/04/Ryanair_Non-Discrimination-Policy-2025.pdf).
Workforce Engagement
Eamonn Brennan is Ryanair’s NED with oversight of workforce engagement.
24
RYANAIR GROUP ANNUAL REPORT 2025
Board Committees
The Board of Directors has established a number of committees, including the following:
1. AUDIT COMMITTEE
The Board of Directors established the Audit Committee in September 1996.
Names and qualifications of members of the Audit Committee:
The Audit Committee currently comprises 3 NEDs who are independent for the purposes of the listing rules of the
NASDAQ and the U.S. federal securities laws: Geoff Doherty (Chair), Emer Daly and Bertrand Grabowski. The Board
has determined that Geoff Doherty is the Committee’s financial expert. It can be seen from the Directors’ biographies
appearing on pages 218 and 219, that the members of the Committee bring to it a wide range of experience and
expertise, much of which is particularly appropriate for membership of the Audit Committee.
Number of Audit Committee meetings:
The Committee met 5 times during the year ended March 31, 2025. Individual attendance at these meetings is set
out in the table on page 29. The Group CFO, the Head of Internal Audit and other Senior Finance, Sustainability and
IT managers (as required) normally attend meetings of the Committee. The independent auditors attend as required
and have direct access to the Committee Chair at all times. The Committee also meets separately at least once a year
with the independent auditors and with the Head of Internal Audit without Senior Management being present. The
Head of Internal Audit has direct access to the Committee Chair at all times.
25
RYANAIR GROUP ANNUAL REPORT 2025
Summary of the role of the Audit Committee:
The role and responsibilities of the Committee are set out in its 2024 written terms of reference, which are available
on the Company’s website at https://investor.ryanair.com, and include:
•
Monitoring the integrity of the financial statements of the Group and any formal announcements relating to the
Group’s financial performance, profit guidance and reviewing significant financial reporting judgements contained
therein;
•
Monitoring the sustainability reporting process of the Group;
•
Considering significant issues in relation to the financial statements and sustainability reporting, having regard
to matters communicated to it by the auditors;
•
Reviewing the interim and annual financial statements, Annual Report and Form 20-F before submission to the
Board including advising the Board whether, taken as a whole, the content of the Annual Report and Form 20-F
is fair, balanced and understandable and provides the information necessary for shareholders to assess the
Company’s performance, business model and strategy;
•
Reviewing the effectiveness of the Group’s internal financial and sustainability controls and risk management
systems;
•
Monitoring and reviewing the effectiveness of the Group’s Internal Audit function;
•
Considering and making recommendations to the Board in relation to the appointment, reappointment and
removal of the independent auditors and approving their terms of engagement;
•
Reviewing with the independent auditors the plans for and scope of each annual audit, the audit procedures to be
utilized and the results of the audit;
•
Approving the remuneration of the independent auditors, in particular ensuring that the pre-approval of non-audit
services pertains only to those services deemed permissible under relevant Irish and U.S. independence rules;
•
Assessing annually the independence and objectivity of the independent auditors and the effectiveness of the
audit process, taking into consideration relevant professional and regulatory requirements and the relationship
with the independent auditors as a whole, including the provision of any non-audit services;
•
Reviewing the Group’s arrangements for its employees to raise concerns, in confidence, about possible
wrongdoing in financial reporting or other matters and ensuring that these arrangements allow proportionate and
independent investigation of such matters and appropriate follow up action; and
•
Reviewing the terms of reference of the Committee annually.
These responsibilities of the Committee are discharged in the following ways:
•
The Committee reviews the interim and Annual Reports as well as any formal announcements relating to the
financial statements and guidance before submission to the Board. The review focuses particularly on any
changes in accounting policy and practices, major judgmental areas and compliance with stock exchange, legal
and regulatory requirements. The Committee receives reports from the independent auditors identifying any
accounting or judgmental issues requiring its attention;
•
The Committee also meets with management and the independent auditors to review the Annual Report and
Form 20-F, which is filed annually with the Irish Companies Office and with the United States Securities and
Exchange Commission respectively;
•
The Committee regularly reviews risk management reports completed by management;
•
The Committee conducts an annual assessment of the operation of the Group’s system of internal control based
on a detailed review carried out by the internal audit function. The results of this assessment are reviewed by the
Committee and are reported to the Board;
•
The Committee makes recommendations to the Board in relation to the appointment of the independent auditor;
•
Each year, the Committee meets with the independent auditor and reviews their procedures and the safeguards
which have been put in place to ensure their objectivity and independence in accordance with regulatory and
professional requirements;
•
The Committee reviews and approves the audit plan and the findings from the independent audit of the financial
statements;
26
RYANAIR GROUP ANNUAL REPORT 2025
•
The Committee receives reports from the Head of Internal Audit detailing the reviews performed during the year
and a risk assessment (including a semi-annual Enterprise Risk Management Register) of the Company;
•
The Committee has a process in place to ensure the independence of the independent auditor is not compromised,
which includes monitoring the nature and extent of services provided by the independent auditor through its
annual review of fees paid to the independent auditor for audit and non-audit services. Pre-approval from the
Committee is required for all non-audit services to be provided by the independent auditor. The Committee’s
review process is fully compliant with EU Audit Reform legislation. Only those services deemed permissible
under Statutory Instrument No. 312 of 2016 and U.S. SEC rules, may be provided by the independent auditor.
Accordingly, the independent auditor is permitted to provide non-audit services that are not, or not perceived
to be, in conflict with auditor independence, provided it has the skill, experience, competency and integrity to
perform the work, and is considered by the Committee to be the most appropriate party to provide such services
in the best interests of the Company; and
•
The Committee receives presentations in areas such as ESG, treasury and taxation, technical accounting and
internal controls, information systems and security (including cyber security) in relation to the Group.
In addition, the Committee was requested by the Board to consider whether the Annual Report, taken as a whole, is
fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s
performance, business model and strategy. In doing so, the Committee considered whether the financial statements
are consistent with the Chairman’s Report, the Group CEO’s Report and operating and financial information elsewhere
in the Annual Report.
In considering the fairness, balance and understandability of the Annual Report, the Committee had regard to the
significant issues considered by the Committee in relation to the financial statements, set out below. Each of these
significant issues was addressed in the report received from the independent auditor and was discussed with
management and the independent auditor.
The Committee reported to the Board its conclusion that the Annual Report, taken as a whole is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s performance,
business model and strategy.
Significant issues considered by the Committee in relation to the financial statements and how these issues were
addressed, having regard to matters communicated to it by the independent auditors:
•
On pages 272 and 273, the critical accounting policy for long lived assets is disclosed. There is a detailed
description of the matters of estimate and the judgmental issues arising from the application of the Company’s
policy for accounting for such assets and how the Company dealt with these. The Audit Committee had detailed
discussions with management around its conclusions in relation to the expected useful lives of the assets
and the expected residual value of the assets. In particular, the Audit Committee considered manufacturers’
recommendations, expert valuation analysis and other available marketplace information in respect of the
expected useful and residual lives of the assets. The Committee agreed with management’s approach and
conclusions in relation to the accounting for long lived assets;
•
In considering management’s assessment of the Group’s ability to continue as a going concern, the Committee
had regard to available sources of finance including access to the capital markets, sale & leaseback transactions,
secured debt structures, gross cash of just under €4bn at March 31, 2025, €0.6bn undrawn funds under the
Group’s €1.1bn Revolving Credit Facility at March 31, 2025 and the sensitivity to changes in these items. The
Committee considered the Group’s cash generation projections over the next three years to the end of FY28. On
the basis of the review performed, and the discussions held with management, the Committee was satisfied that
it was appropriate that the financial statements should continue to be prepared on a going concern basis, and
that there were no material uncertainties that may cast significant doubt on the Group’s ability to continue as
a going concern which need to be disclosed in the Annual Report. Please also refer to the Company’s Viability
Statement on page 35.
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RYANAIR GROUP ANNUAL REPORT 2025
The Audit Committee also had detailed discussions with management concerning the judgements involved in:
i.
determining the level of passenger demand and its corresponding impact on the flight schedules for FY26, which
has an impact on the effectiveness of the Company’s jet-fuel hedges;
ii. the timing of future payments for aircraft purchases that are dependent on the aircraft manufacturer’s ability to
meet forecast aircraft delivery schedules, which can impact on the effectiveness of the Company’s hedges of
future aircraft purchases; and
iii. the reintroduction and extension of the Group’s share buyback program.
The Committee considered the requirements under section 225 of the Irish Companies Act 2014 in relation to the
Directors’ Compliance Statement which applied to the Company for FY25 and has ensured that the Directors are
aware of their responsibilities and fully comply with this provision.
In addition, the Committee completed an evaluation of the independent audit process. The Committee considered a
range of factors including the quality of service provided, the specialist expertise of the independent auditor (PwC),
the level of audit fees and independence. The Committee have evaluated the work completed by the independent
auditor in FY25, taking into account the fees paid to PwC, and are satisfied with their effectiveness, objectivity and
their independence.
The Committee typically meets the independent auditors up to 4 times per year. At these meetings:
•
The independent audit plan is considered and approved;
•
The interim and annual results are considered and are recommended to the Board for approval, following
consideration of the significant issues relating to these matters, having regard to matters communicated to the
Audit Committee by the independent auditors;
•
The Annual Report and Form 20-F, which is filed annually with Euronext Dublin and the United States Securities
and Exchange Commission is considered and recommended to the Board for approval;
•
The procedures and safeguards which the independent auditors have put in place to ensure their objectivity and
independence in accordance with regulatory and professional requirements are reviewed;
•
The letters of engagement and representation are reviewed; and
•
The fees paid to the independent auditor for audit and non-audit work are reviewed to ensure that the fee levels
are appropriate, and that audit independence is not compromised through the level of non-audit fees and the
nature of non-audit work carried out by the independent auditor. The Committee’s policy is to expressly pre-
approve every engagement of Ryanair’s independent auditor for all audit and non-audit services provided to the
Company. Only those services deemed permissible under Statutory Instrument No. 312 of 2016 and U.S. SEC
rules may be provided by the independent auditor.
The independent auditor, PricewaterhouseCoopers (“PwC”), who were appointed in FY23, will continue in office in
accordance with the provisions of Section 383(2) of the Companies Act 2014. As required under Section 381(1)(b)
of the Companies Act 2014, a resolution authorising the Directors to determine the remuneration of the independent
auditor will be proposed at the 2025 AGM.
2. EXECUTIVE COMMITTEE (“ExecCo”)
The Executive Committee can exercise the powers exercisable by the full Board of Directors in circumstances in
which action by the Board of Directors is required but it is impracticable to convene a meeting of the full Board of
Directors. Howard Millar (Chair), Róisín Brennan, Stan McCarthy and Michael O’Leary are the members of ExecCo.
Róisín Brennan will become Chair of ExecCo in September when Howard Millar retires from the Board.
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RYANAIR GROUP ANNUAL REPORT 2025
3. NOMINATION COMMITTEE (“Nomco”)
Stan McCarthy (Chair), Elisabeth Köstinger, Howard Millar, Anne Nolan and Jinane Laghrari Laabi (from July 2024) are
the members of Nomco. Nomco, which met 5 times during FY25, assists the Board in ensuring that the composition
of the Board and its Committees is appropriate to the needs of the Company by:
•
Assessing the skills, knowledge, experience and diversity (including gender, geographic and ethnic diversity)
required on the Board and the extent to which each are represented;
•
Establishing processes for the identification of suitable candidates for appointment to the Board; and
•
Overseeing succession planning for the Board and Senior Management.
The role and responsibilities of Nomco are set out in its 2024 written terms of reference, which are available on the
Company’s website, https://investor.ryanair.com. Nomco uses its members’ extensive business and professional
contacts, as well as the services of professional advisors/recruitment specialists, to identify suitable candidates. The
focus of Nomco is to maintain a Board which comprises the necessary expertise, quality and experience required by
Ryanair to advance the Company and shareholder value. Ryanair recognizes the benefits of diversity.
4. REMUNERATION COMMITTEE (“Remco”)
Remco has authority to determine the remuneration of Senior Management (including the Executive Director) of the
Company and to administer the Company’s share-based remuneration plans as described on pages 149 to 151. The
members of Remco are Eamonn Brennan (Chair), Róisín Brennan and Amber Rudd (from July 2024). Eamonn Brennan
took over as Remco Chair from Róisín Brennan in July 2024 (following her appointment as SID).
The role and responsibilities of Remco are set out in its 2024 written terms of reference, which are available on the
Company’s website, https://investor.ryanair.com. Further information is set out in the Report of the Remuneration
Committee on Directors’ Remuneration on pages 144 to 152.
5. SAFETY & SECURITY COMMITTEE
The Ryanair Group Safety & Security Committee reviews and discusses air safety and security performance. The
Committee reports to the Board of Directors each quarter. Members include Mike O’Brien (Co-Chair), Eamonn Brennan
and Ryanair’s Chief Risk Officer, Carol Sharkey (Co-Chair). Accountable Managers (and various other Nominated
Persons) of each of the Ryanair Group Airlines are invited to attend meetings.
Code of Business Conduct and Ethics and Anti-Bribery & Anti-Corruption Policy
Ryanair’s standards of integrity and ethical values have been established and are documented in the Code of Business
Conduct and Ethics (“CBCE”) and the Anti-Bribery & Anti-Corruption (“ABAC”) Policy.
The Code of Business Conduct and Ethics is applicable to all persons working for Ryanair or on Ryanair’s behalf in
any capacity, including Directors, whether full-time, part-time, fixed-term and/or agency employees or contractors.
The Code contains the Company’s Whistleblowing Policy and Procedure consistent with the EU Whistleblowing
Directive (2019/1937). There are established channels for reporting code violations or other concerns, including in a
confidential manner. A committee of Senior Managers representing finance, human resources, legal and safety & risk
functions has been established to appoint impartial investigators who are appropriately placed to investigate reports.
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RYANAIR GROUP ANNUAL REPORT 2025
Attendance at Board and Key Committee Meetings - FY25
Name
Board
Audit
Nomco
Remco
Safety & Security
Mr. S. McCarthy (Chair)
10/10
5/5
Ms. R. Brennan (SID)
10/10
5/5
Mr. E. Brennan
10/10
5/5
4/4
Mr. M. Cawley (i)
2/2
1/1
Ms. E. Daly
10/10
5/5
Mr. G. Doherty
10/10
5/5
Mr. B. Grabowski
10/10
5/5
Ms. E. Köstinger
8/10
5/5
Ms. J. Laabi (ii)
7/8
4/4
Mr. H. Millar
10/10
5/5
Ms. R. Neri (iii)
4/4
1/1
Ms. A. Nolan
10/10
5/5
Mr. M. O’Brien
10/10
4/4
Mr. M. O’Leary
10/10
Ms. L. Phelan (i)
1/2
1/1
Ms. A. Rudd (ii)
8/8
4/4
(i) Retired from the Board in June 2024.
(ii) Appointed to the Board in July 2024.
(iii) Retired from the Board in September 2024.
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RYANAIR GROUP ANNUAL REPORT 2025
Performance Evaluation
To enhance Board performance and effectiveness, the Board has established a formal process to annually evaluate
the performance and effectiveness of the Board, that of its principal Committees (the Audit, Nomination and
Remuneration Committees) and the Executive Director.
In 2023, the Board performance and effectiveness evaluation was conducted by Deloitte Ireland LLP, using Deloitte’s
proprietary Effectiveness Framework. This external evaluation identified key strengths of the Board and helped
the Board develop an action plan to address areas for improvement, including forward planning and retention of
an adequate skillset mix within the Board and its Committees while enhancing Board diversity during a period of
refreshment with some long-serving NEDs retiring in 2024 and 2025.
The Board conducted internal evaluations in 2024 and 2025, which covered performance and effectiveness of the
Board, including Board communications, leadership and accountability. The Board continues to place emphasis
on Board and senior management succession and refreshment needs, while constantly striving to enhance its
performance and effectiveness.
The Board monitors progress with the implementation of action plans which emerged from previous evaluations
and believes that the formal evaluation process has had a positive impact on the functioning and effectiveness of
the Board. The Board therefore intends to continue carrying out an evaluation of its performance and effectiveness
annually.
Stakeholder’s engagement
The Board recognises its responsibilities in respect of Provision 5 of the 2018 Code in relation to stakeholder
engagement. Key stakeholders include our Workforce, Shareholders and Customers.
Workforce (GOV-1*)
As noted above, Eamonn Brennan is Ryanair’s NED with oversight of workforce engagement. The role of the Workforce
Engagement NED is to engage with employees and bring feedback to the Board so together, the Board can understand
and consider these views in its decision making. The Board includes Workforce Engagement as an agenda item at
least quarterly.
In FY25, Eamonn Brennan, as Workforce Engagement NED, chaired Workforce Engagement colleague consultation
panels with different departments across the network. Representatives included Cabin Crew, Pilots, Labs IT team,
Engineering, Ground Operations and office support teams from different countries, and various roles and ranks.
During these sessions, attendees get the opportunity to give detailed feedback on their experiences in working in
Ryanair and discuss a range of topics including further improvements for our people and career development. These
sessions allow Mr. Brennan to hear directly from people and to ensure that the employee voice is reflected in the
boardroom. Mr. Brennan reported to the Board on employee engagement at least quarterly throughout FY25.
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RYANAIR GROUP ANNUAL REPORT 2025
Shareholders
Ryanair recognizes the importance of communications with shareholders. Ryanair communicates with its shareholders
following the release of quarterly and annual results directly via roadshows, recorded results presentations made
available on the investor relations section of our website (https//investor.ryanair.com), investor and sustainability
days, conferences, corporate governance & ESG forums and/or by analyst calls. The Group CEO, Group CFO, Chief
Sustainability Officer, Head of Investor Relations, and other Senior Managers participate in these events.
During FY25, the Group held discussions with a substantial number of institutional investors, analysts, ESG advisors
(incl. CDP, ISS-Governance, MSCI and Sustainalytics) and proxy advisor firms (incl. Glass Lewis, ISS and PIRC).
Additionally, the Group carried out a review of its ownership and control restrictions, including extensive engagement
with Shareholders between September 2024 and March 2025.
Additionally, NEDs including the Chairman, SID, Committee Chairs and Workforce Engagement NED (as appropriate)
met shareholders at the Company’s semi-annual Shareholder Corporate Governance & ESG forums and AGM.
The Board is kept informed of the views of shareholders through the Executive Director and Senior Management
(including the Group CFO, Chief Sustainability Officer and Head of Investor Relations). Furthermore, feedback from
investor roadshow meetings and investor relations analyst reports are provided to the Board on a regular basis.
In addition, the Board determines, on a case by case basis, specific issues where it would be appropriate for the
Chairman, SID, Workforce Engagement NED and/or Chairs of Board Committees to communicate directly with
shareholders or to indicate that they are available to communicate if shareholders so wish. If any of the NEDs wish
to attend meetings with major shareholders, arrangements are made accordingly.
Customers
Every customer who flies with Ryanair is invited to rate their trip based on a number of criteria. This rating forms
the basis of the Customer Satisfaction (“CSAT”) survey. A Customer Experience Forum meets monthly to review
feedback from the CSAT survey and identify meaningful actions to improve customer’s experience. CSAT scores are
published monthly on Ryanair’s website (https://corporate.ryanair.com/facts-figures/customer-satisfaction).
During FY25, Ryanair’s Customer Panel (first established in 2022) met to obtain direct feedback on the improvements
customers wanted. This feedback helps form the basis of our FY26 Customer Programme. Ryanair recorded a strong
CSAT score of 86% in FY25 (FY24: 85%).
In FY25, a double materiality assessment was conducted, whereby, key stakeholders were surveyed to understand
the ESG topics that are of importance to them. The Group has used the feedback from this assessment to form the
basis of the key topics the Group will monitor and report in its Sustainability Statement (see page 36). Further detail
on the materiality assessment is outlined on page 38 of this Annual Report.
General Meetings
All shareholders are given adequate notice of the Annual General Meeting (“AGM”).
Ryanair will continue to propose a separate resolution at the AGM on each substantially separate issue, including a
separate resolution relating to the Directors’ Report and financial statements. The Board Chairman and the Chair of
the Audit Committee and Remco are available to answer questions from all shareholders.
The Group CEO makes a presentation at the AGM on the Group’s business and its performance during the prior year
and answers questions from shareholders. The AGM affords shareholders the opportunity to question the Chairman
and the Board.
All holders of Ordinary Shares are entitled to attend, speak and vote at general meetings of the Company, subject
to limitations described under note “Limitations on Share Ownership by Non-EU Nationals” on pages 235 to 238.
In accordance with Irish company law, the Company specifies record dates for general meetings, by which date
shareholders must be registered in the Register of Members of the Company to be entitled to attend. Record dates
are specified in the notes to the Notice convening the meeting.
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RYANAIR GROUP ANNUAL REPORT 2025
Shareholders may exercise their right to vote by appointing a proxy or proxies, by electronic means or in writing, to
vote some or all of their shares. The requirements for the receipt of valid proxy forms are set out in the notes to the
Notice convening the Meeting.
A shareholder or group of shareholders, holding at least 5% of the issued share capital, has the right to requisition an
Extraordinary General Meeting (“EGM”). A shareholder, or a group of shareholders, holding at least 3% of the issued
share capital of the Company, has the right to put an item on the agenda of an AGM or to table a draft resolution for an
item on the agenda of any general meeting (whether an AGM or an EGM) provided that such item is accompanied by
reasons justifying its inclusion or the full text of any draft resolution proposed to be adopted at the general meeting.
A request by a member to put an item on the agenda or to table a draft resolution shall be received by the Company
in hardcopy form or in electronic form at least 42 days before the meeting to which it relates.
Notice of the AGM and the Form of Proxy are sent to shareholders at least 21 days before the meeting. The AGM
will be held at 9.00a.m. on September 11, 2025 in the Ryanair Engineering Centre, 230/240 Lakeshore Drive, Airside
Business Park, Swords, K67 XF79, Co. Dublin, Ireland.
All general meetings other than the AGM are called EGMs. An EGM must be called by giving at least 21 clear days’
notice. Except in relation to an adjourned meeting, 3 members, present in person or by proxy, entitled to vote upon the
business to be transacted, shall be a quorum. The passing of resolutions at a general meeting, other than a special
resolution, requires a simple majority. To be passed, a special resolution requires a majority of at least 75% of the
votes cast. Votes may be given in person by a show of hands, or by proxy.
At the Meeting, after each resolution has been dealt with, details are given of the level of proxy votes cast on each
resolution and the numbers for, against and withheld. This information is made available on the Company’s website
following the meeting. At the 2024 AGM, as was highlighted by the meeting’s Chair during the AGM and reported
immediately following the AGM, discretionary proxies representing 0.001% of shares were voted in favour of the
resolutions by the meeting’s Chairman. The Company will continue to report such discretionary proxy voting in future
Annual Reports and with the results of AGM voting (issued immediately following each AGM).
At the 2024 AGM, all resolutions were passed with more than 80% of votes in favor of each resolution.
Risk Management & Internal Control (GOV-5*)
The Directors have overall responsibility for the Company’s system of risk management and internal control and for
reviewing its effectiveness. The Directors acknowledge their responsibility for the system of risk management and
internal control which is designed to manage rather than eliminate the risk of failure to achieve business objectives
and can provide only reasonable and not absolute assurance against material misstatement or loss.
In accordance with the Financial Reporting Council’s “Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting”, most recently revised in September 2014, the Board confirms that there is an
ongoing process for identifying, evaluating and managing any significant risks faced by the Group, that it has been
in place for the year under review and up to the date of approval of the financial statements and that this process is
regularly reviewed by the Board.
In accordance with the provisions of the 2018 Code, the Directors review the effectiveness of the Company’s system
of internal control including:
•
Financial
•
Operational
•
Compliance
•
Risk Management
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RYANAIR GROUP ANNUAL REPORT 2025
The Board is ultimately responsible for the Company’s system of risk management and internal controls and for
monitoring its effectiveness. The key procedures that have been established to provide effective risk management
and internal control include:
•
A strong and independent Board which meets at least four times per year and has separate Group CEO and
Chairman roles;
•
A clearly defined organizational structure along functional lines and a clear division of responsibility and authority
in the Company, including the appointment of a Chief Risk Officer and Head of Internal Audit;
•
The hiring of suitably qualified persons;
•
A comprehensive system of internal financial reporting which includes preparation of detailed monthly
management accounts, providing key performance indicators and financial results for each major function within
the Company;
•
Preparation and issue of financial reports to shareholders and the markets, including the Annual Report and
consolidated and Company financial statements, is overseen by the Audit Committee. The Company’s financial
reporting process is controlled using documented accounting policies and reporting formats, supplemented by
detailed instructions and guidance on reporting requirements. The Company’s processes support the integrity
and quality of data, including appropriate segregation of duties. The financial information of the parent entity
and all subsidiary entities, which form the basis for the preparation of the consolidated financial statements are
subject to scrutiny by Group level Senior Management. The Company’s financial reports, financial guidance, and
Annual Report and consolidated financial statements are also reviewed by the Audit Committee of the Board in
advance of being presented to the full Board for their review and approval;
•
Quarterly reporting of the financial performance with a management discussion and analysis of results;
•
Weekly Management Committee meetings including senior Group and airline management, to review the
performance and activities of the Group;
•
Detailed budgetary process which includes identifying risks and opportunities and which is ultimately approved
at Board level;
•
Board approved capital expenditure and Audit Committee approved treasury policies & procedures which clearly
define authorization limits and procedures;
•
An internal audit function which reviews key financial, IT, and business processes and controls, and which has
access to the Audit Committee;
•
An Audit Committee which approves audit plans, considers significant control matters raised by management and
the internal and independent auditors and which is actively monitoring the Company’s compliance with section
404 of the Sarbanes Oxley Act of 2002;
•
Established systems and procedures to identify, control and report on key risks. Exposure to these risks is
monitored by the Audit Committee and the Management Committee; and
•
A risk management program (which includes ESG matters) is in place throughout the Company whereby executive
management review and monitor the controls in place, both financial and non-financial, to manage the risks
facing the business.
The Board has satisfied itself on the effectiveness of the internal control systems in operation and it has reviewed
and approved the reporting lines to ensure the ongoing effectiveness of the internal controls and reporting structures.
On behalf of the Board, the Audit Committee has reviewed the effectiveness of the Company’s system of risk
management and internal control for FY25 and has reported thereon to the Board. The Audit Committee monitors
management’s response to significant control failure or weakness in the risk management process, receives regular
progress updates, and ensures issues are sufficiently remediated.
The Board has delegated to Senior Management the planning and implementation of the systems of internal control
within an established framework which applies throughout the Company.
Second Shareholders’ Rights Directive
The Company’s Directors’ Remuneration Policy was approved at the Company’s AGM in September 2023. The current
policy allows Remco to exercise the full discretion conferred by Articles 78, 79, 81, 94, 96, 97 and 98 of the Company’s
Articles of Association subject to the following restrictions:
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RYANAIR GROUP ANNUAL REPORT 2025
1. Article 77 of the Company’s Articles of Association, which provides that the ordinary remuneration of the Directors
shall be determined from time to time by an ordinary resolution of the Company;
2. Section 238 of the Companies Act 2014, which requires certain substantial non-cash transactions involving
Directors to be approved by shareholders;
3. Irish Listing Rule 6.1.32 and 6.1.35, which require certain incentive schemes and discounted option arrangements
to be approved by shareholders;
4. Irish Listing Rule 11 and section 1110 of the Companies Act 2014, which require certain transactions with related
parties to be approved by shareholders; and
5. The rules of the Option Plan 2013 and the LTIP 2019.
Takeover Bids Directive
Information regarding rights and obligations attached to shares are set forth in Note 14 on pages 309 to 311.
Shares in the Ryanair employee share schemes carry no control rights and shares are only issued (and gain voting
rights), if/when options are exercised by employees and/or share grants vest.
Ryanair’s Articles of Association do not contain any restrictions on voting rights. However, there are provisions in
the Articles which allow the Directors to (amongst other things) restrict the voting rights of shares held by non-EU
nationals if the Board believes the number of non-EU nationals holding shares in Ryanair would put it in breach of the
regulations, licenses and permits which allow it to operate.
Ryanair has not received any notifications from shareholders (as shareholders are obliged to do) regarding any
agreements between shareholders which might result in restrictions on the transfer of shares.
Details of the rules concerning the removal and appointment of the Directors are set out above. There are no specific
rules regarding the amendment of the Company’s Articles of Association. Details of the Company’s share buyback
program are set forth on page 229. The shareholders approved the power of the Company to buyback shares at the
2006 AGM and at subsequent general meetings.
None of the significant agreements to which the Company is party contain change of control provisions. As referred
to above in the Directors’ Report, the Group CEO’s employment agreement does not contain provisions providing for
compensation on his termination.
Going Concern
In adopting the going concern basis in preparing the financial statements, the Directors have considered Ryanair’s
available sources of finance including access to the capital markets, sale and leaseback transactions, secured debt
structures, the Group’s cash-on-hand of just under €4bn at March 31, 2025, and cash generation projections, together
with factors likely to affect its future performance, as well as the Group’s principal risks and uncertainties as noted
on pages 164 to 184.
The Board are satisfied that it remains appropriate to adopt the going concern concept. In arriving at this decision,
the Board considered, among other things:
1. The Group’s net profit of €1.61BN in FY25;
2. The Group’s liquidity, with just under €4BN gross cash and €1.3BN net cash at March 31, 2025;
3. In March 2025, the Group enhanced its financial flexibility by increasing its low-cost revolving credit facility
(“RCF”) to €1.1BN (was €0.75BN) and extending the term to March 2030 (from May 2028). At March 31, 2025,
€0.61BN was undrawn under the RCF;
4. The Group’s relentless focus on cost reduction and cash management;
5. The Group’s solid BBB+ (stable) credit ratings from both S&P and Fitch Ratings;
6. The Group’s strong balance sheet position with 586 (unencumbered) owned Boeing 737s at March 31, 2025;
7. The Group’s access to the debt capital markets, unsecured/secured bank debt and sale and leaseback transactions;
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RYANAIR GROUP ANNUAL REPORT 2025
8. The Group’s fuel hedging position (approx. 77% of FY26 and 13% of FY27 jet fuel requirements were hedged at
March 31, 2025); and
9. The Group’s ability, as evidenced throughout downturns (such as the Covid-19 crisis), to preserve cash and reduce
operational and capital expenditure.
Based on the assessment of the adequacy of the financial forecasts, testing various scenarios and considering the
uncertainties described above, and current funding facilities outlined, the Directors have formed a judgement, at the
time of approving the financial statements, that there is a reasonable expectation that the Company and the Group as
a whole have adequate resources to continue in operational existence for a period of at least twelve months from the
date of approval of the financial statements and that there were no material uncertainties that may cast significant
doubt on the Group’s ability to continue as a going concern.
For this reason, the Group continues to adopt the going concern basis in preparing the financial statements.
The Directors’ responsibility for preparing the financial statements is explained on page 153 and the reporting
responsibilities of the auditor are set out in their report starting on page 257.
Viability Statement
The Group’s internal strategic planning review processes extend over the next three years to the end of FY28. Future
assessments of the Group’s prospects are subject to uncertainty that increases with time and cannot be guaranteed
or predicted with certainty.
The Directors have taken account of the Group’s strong financial and operating condition, its BBB+ (stable) credit
rating (with both S&P and Fitch Ratings), the available sources of finance including access to the capital markets,
sale & leaseback transactions, secured debt structures, cash on hand of just under €4bn at March 31, 2025, €0.6bn
undrawn funds under the Group’s €1.1bn Revolving Credit Facility at March 31, 2025 and the sensitivity to changes
in these items. The Directors considered the Group’s cash generation projections through the above period together
with the principal risks and uncertainties facing the Group, as outlined in the Principal Risks and Uncertainties section
starting on page 164, and the Group’s ability to mitigate and manage those risks. Appropriate stress-testing of the
Group’s internal budgets, liquidity and cash flows are undertaken by management on an ongoing basis to consider
the potential impact of severe but plausible scenarios in which combinations of principal risks materialize together.
Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over at least the next three years.
Compliance Statement
Ryanair has complied, throughout FY25, with the provisions set out in the UK Corporate Governance Code and the
requirements set out in the Irish Corporate Governance Annex, except as outlined below. The Group has not complied
with the following provisions of the 2018 Code, but continues to review these situations on an ongoing basis:
•
NEDs historically participated in the Company’s share option plans. In accordance with the 2018 Code, the
Company sought and received shareholder approval to make certain modest stock option grants to its NEDs
and as described above, the Board believes the quantum of historic, vested options granted to certain NEDs is
not so significant as to impair their independence. At the 2019 AGM, shareholders approved a new Long-Term
Incentive Plan (“LTIP 2019”). Under LTIP 2019, NEDs cannot receive share options but will be eligible to receive
non-conditional ordinary shares from time to time.
On behalf of the Board
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
May 16, 2025
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RYANAIR GROUP ANNUAL REPORT 2025
INTRODUCTION
SUSTAINABILITY
STATEMENT
Corporate Sustainability Reporting Directive
The Corporate Sustainability Reporting Directive (“CSRD”) entered into force on January 5, 2023 amending the
existing Non-financial Reporting Directive (“NFRD”), modernising and strengthening the rules for sustainability
reporting, which includes environmental, social and governance (“ESG”) aspects. CSRD ensures that stakeholders
have the necessary information to evaluate the impact of companies on the environment and society and assess
financial risks and opportunities related to sustainability issues. On July 31, 2023, the European Commission adopted
a delegated regulation setting out the first set of European Sustainability Reporting Standards (“ESRS”) under CSRD
with CSRD legislation being transposed into Irish law on July 5, 2024.
The Group is subject to CSRD and falls into the first tranche of entities required to report under CSRD for fiscal year
2025 (“FY25”). In accordance with section 1613 of the Companies Act, 2014, this Sustainability Statement set out on
pages 36 to 143 has been subject to limited assurance review by PricewaterhouseCoopers, Chartered Accountants.
The elements of the Annual Report outside the Sustainability Statement that are covered by their limited assurance
procedures are clearly indicated by reference to the ESRS disclosure requirement in conjunction with Appendix 5 to
the Sustainability Statement, where data points that are covering ESRS disclosure requirements are incorporated
by reference. Their limited assurance procedures do not extend to any links or references to material outside of the
Annual Report unless clearly otherwise indicated to the contrary. Their limited assurance report is included on pages
141 to 143 of the Annual Report and should be read in conjunction with this Sustainability Statement. Our reported
metrics are subject to limited assurance procedures by our assurance provider and are not further validated by
another external body unless specifically identified.
CSRD for the Group
As Europe’s largest airline group, Ryanair has an important role in shaping the future of sustainable aviation. The
Group proudly support key initiatives such as the 2015 Paris Agreement, Destination 2050, the United Nations Global
Compact, the 17 UN Sustainable Development Goals (“SDGs”) and our partnership with Trinity College Dublin (“TCD”)
funding the Ryanair Sustainable Aviation Research Centre.
The Group must disclose its impacts, risks and opportunities (“IROs”) on the environment (“E”), society (“S”), and
governance (“G”) as well as the actions taken to mitigate risks and negative impacts, and to enhance opportunities
and positive impacts. Through this regulation, enhanced reporting and monitoring of progress towards sustainability
targets as well as the policies and actions to support the transition is required.
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BASIS OF PREPARATION
GENERAL BASIS FOR PREPARATION OF SUSTAINABILITY STATEMENTS
1. General basis for preparation
The Group’s Sustainability Statement has been prepared on a consolidated basis with the scope of consolidation being
the same as for the Group’s financial statements. See the “Presentation of Financial and Certain Other Information”
section, page 156.
The information contained throughout the report relates specifically to the Group’s own operations and those entities
which the Group has operational control over. Any information related to its upstream or downstream value chain
is specifically identified as such. For more detail, please refer to page 41. The Group has availed of the phase-in
provisions outlined in Appendix C of ESRS 1 - General Requirements to the extent that they applied to material topics
and are allowable given Ryanair’s average number of employees exceeded 750 during FY25. The list of transitional
provisions used by the Group can be found in Appendix – “Table 63 - Phased-in provisions availed of in accordance
with ESRS 1 Appendix C”, on page 130. The Group has also availed of transitional provisions allowable under ESRS
1 in relation to the presentation of comparative information. The Group has not disclosed comparative information
in respect of the previous period for quantitative metrics and monetary amounts reported in the current period. This
provision is availed of for the first year of mandatory reporting of disclosures.
The Group’s Sustainability Statement is prepared in accordance with Part 28 of the Companies Act 2014 and in
compliance with the ESRSs issued by the European Financial Reporting Advisory Group (“EFRAG”). The Group has not
used the option to omit a specific piece of information corresponding to intellectual property, know-how or the results
of innovation nor the exemption from disclosure of impending developments or matters in the course of negotiation,
as provided for in articles 19a(3) and 29a(3) of Directive 2013/34/EU and Part 28 of the Companies Acts 2014.
1.1 Time horizons
The following time horizons are used by the Group in its sustainability assessments:
•
Short-term – 0-1 year: In this time frame, the Group produces an annual budget (approved by the Board) where it
reviews its planned schedule of flying for the next 12 months.
•
Medium-term – 1-5 years: In this time frame, the Group has the ability to change certain aspects of its business
strategy (e.g., new countries that it will fly to). Medium term risks represent a timeframe in which the regulatory
environment evolves, the competitive landscape changes and customer preferences have the potential to shift,
all of which impact on the business strategy and operations.
•
Long-term – Greater than 5 years: In this time frame, the Group has the flexibility to change all aspects of its
business strategy. Longer term risks are those that potentially impact on the Group’s competitiveness through
demographic and economic shifts.
1.2 Value chain estimation
For information on metrics that include upstream and/or downstream value chain data estimated using indirect
sources, please refer to the “Methodologies” section, page 118.
Level of Accuracy
The Group’s presentation of sustainability information may be subject to measurement uncertainty due to limitations
in methodologies and data, including reliance on third-party data. The Group bases its estimates and methodologies
on historical experience, available information, and various other assumptions that it believes to be reasonable. For
more information, please see the “Level of Accuracy” section on page 127 in the Appendix.
Planned actions to improve accuracy
The expected increased use of sustainable aviation fuels (“SAF”), in the coming years, will see the Group collect data
on lifecycle greenhouse gas (“GHG”) emissions at an individual fuel batch level. This will improve the accuracy in
reporting of indirect fuel emissions.
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RYANAIR GROUP ANNUAL REPORT 2025
1.3 Sources of estimation and outcome uncertainty
There was no significant risk identified of a material adjustment to the carrying amounts of assets and liabilities
reported in the financial statements relative to our material risks and opportunities within the next annual reporting
period.
Please refer to the “Methodologies” section, page 118. The use of representative emission factors may contribute to
‘uncertainty’.
Actions to better understand non-CO2 impacts
The Group believes it is important to advance the science on aviation’s non-CO2 warming effects to reduce this current
level of uncertainty. The Group will contribute to the European Commission’s Monitoring, Reporting and Verification
(“MRV”) for aviation non-CO2 emissions, whereby airlines report the non-CO2 emissions of each individual flight.
2. Double Materiality Assessment
There are 12 binding ESRSs with up to 120 mandatory non-financial Key Performance Indicators (“KPIs”) and
additional qualitative disclosures. The starting point of sustainability reporting in accordance with CSRD and the
ESRSs is a mandatory Double Materiality Assessment (“DMA”). Conducting a DMA ensures that the Group reports
all ESG topics that are relevant to its business activities, and also enables the Group to reduce its “reporting burden”
by excluding certain topics that are proven to be immaterial for the Group and the social and natural environment in
which it operates.
ESRS 1 and ESRS 2 are mandatory “cross-cutting” standards which the Group is required to report on irrespective of
its DMA results. The remaining 10 topic specific standards covering Environmental, Social and Governance topics
are subject to a DMA (i.e. those topics, sub-topics and, where relevant, sub-sub topics, which are deemed as material
following the Group’s DMA are required to be reported on under CSRD).
The material topics, sub-topics and sub-sub topics are determined through identifying and assessing material
Impacts, Risks, and Opportunities for ESG Sustainability Matters.
2.1 Methodologies and Assumptions
The Group has followed the May 2024 EFRAG Implementation Guidance for the Materiality Assessment in developing
its DMA.
2.1.1 Scope
The Group has identified and assessed IROs across its own operations and value chain at a sub-sub topic level.
A topic is material from an impact perspective when it relates to the undertaking’s material actual or potential positive
or negative impacts on people or the environment over the short, medium, and long–term time horizons. This includes
impacts on the environment, social and governance matters.
A topic is financially material if it triggers or may trigger material financial effects on the Group. This is the case when
it generates or may generate risks or opportunities that have a material influence (or are likely to have a material
influence) on the Group’s cashflows, development, performance, position, cost of capital or access to finance in the
short, medium, and long–term time horizons.
2.1.2 Stakeholder engagement
The Group identified a variety of key stakeholders, based on stakeholder cohorts whose opinions and inputs would
benefit the materiality process.
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2.1.3 Scoring
Impact Materiality
The Group created a long list of positive and negative impacts (based on the ESRS topics), which was then
communicated to stakeholders (internal and external) by survey or workshops. Based on the output of this engagement,
the Group consolidated the results for each topic, scoring each impact against the criteria as outlined in the EFRAG
Implementation Guidance for impact materiality, specifically: scale, scope, remediability and likelihood. An impact is
deemed to be material if it reaches a predetermined threshold. The scoring is undertaken with consideration for the
stakeholder engagement results and stakeholder views from interviews. For detail on the impact materiality scoring
methodology, please refer to the “Scoring” section on page 127.
Financial Materiality
The financial materiality assessment appraises how significant sustainability topics (potential and /or actual) risk
and opportunity could be on the Group’s financial results over the short, medium, or long term. The Group created a
long list of risks and opportunities, which was communicated to stakeholders at a number of workshops. Based on
inputs from these workshops, the Group’s initial work to understand the context and the survey results, the Group
calculated a preliminary materiality score which considers stakeholder views. For detail on the financial materiality
scoring methodology, please refer to the “Scoring” section on page 127.
Thresholds
The Group’s Enterprise Risk Management (“ERM”) Register highlights the financial risks and opportunities identified
by the Group with its respective magnitude and likelihood. The ERM was used to guide the financial materiality
scoring along with stakeholder interviews and surveys. For detail on the threshold, please refer to the “Scoring”
section on page 127.
Risk management
The ERM assesses risks based on a matrix of the inherent likelihood of occurrence and potential financial or
operational impact to the Group. Sustainability related risks are integrated into the ERM. For more detail, please refer
to the “Risk management over sustainability reporting” section on page 55.
2.2 Process
The steps below were followed to help determine what topics meet the criteria of double materiality:
2.2.1 Understanding the Context - Top-Down Assessment & Identifying and Validating IROs
Through the review of the Group’s previously published Sustainability and Annual Reports, researching the Sustainability
Statements of peers, media articles and relevant industry reports, and ESRS 1 Application Requirement 16, a list of
topics was created in the form of an IRO longlist. This process focused on the core activities and geographies of the
Group as outlined per the “Our Strategy” section.
The Group determined the relevant time horizons in which the IROs may materialise. See the “Time horizons” section
on page 37.
The IRO longlist was discussed in IRO workshops with the Group’s Management. Discussions centred around the
applicability of the IROs included in the longlist, as well as whether there were any IROs missing from the list. The
Group then amended the longlist of IROs to incorporate comments arising from the review of the IRO longlist. As part
of the DMA process and development of the long list of IROs, entity specific impacts, risks and opportunities were
considered. These have not been deemed material.
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2.2.2 Value Chain Analysis
To help understand the Group’s value chain, the Group’s stakeholders were mapped. Getting the feedback of these
stakeholders is an important part of measuring Impact Materiality.
The Group mapped the relevant value chain (“VC”) actors (see Table 1) for the Group based on two key criteria
outlined in the VC Implementation Guidance issued by EFRAG, namely:
•
Material Impacts (negative/positive) that the Group has on sustainability matters (under E, S & G); and
•
Dependency of the Group on the VC actor.
Material Impacts
The Group determined whether its association with each actor in the VC may result in the Group having material
impacts and risks, and whether these impacts are environmental, social, or governance-related.
Dependency
The Group determined whether its dependence on particular VC actors results in an exposure to financial risks or
opportunities.
Details of how the Group assigned scores to potential material impacts is outlined on page 127 in the “DMA
Methodology” section.
2.2.3 Stakeholder Analysis
Before assessing the individual IROs, relevant internal and external stakeholders were identified, as per the exemplary
stakeholders mentioned in the ESRS 1 and the respective engagement inflow. Stakeholders are defined as those who
are affected by or can influence the company’s decisions and actions.
There are two main groups of stakeholders:
•
Users of the sustainability information: Stakeholders interested in the Group’s Sustainability Statement or
information on the specific sustainability topic, e.g. investors, business partners, customers, the general public,
media and civil society.
•
Affected stakeholders: Individuals or groups who are or could be affected – positively or negatively – by the
Group’s activities and its direct and indirect business relationships across the value chain, e.g., employees or
workers in the supply chain, local communities, customers and consumers.
The relevant stakeholders were identified by the Group’s internal project team. This identification is in practice the
same as the value chain mapping and business relationships.
The Group reviewed its consolidated balance sheet as reported in prior period Annual Report’s to assess the
completeness of the identified stakeholders, including the users of Sustainability Statements. The Group also
reviewed industry reports to assess whether any other affected stakeholders were identified within these reports.
Based on this identification process, stakeholders representing different parts of the value chain were selected:
Board of Directors, management, employees, the Audit Committee, customers, suppliers, airports, community and
regulatory authorities/government.
The identified stakeholders were then prioritised to decide which stakeholders would be involved in the IRO workshops.
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RYANAIR GROUP ANNUAL REPORT 2025
Each stakeholder was prioritised using two factors:
•
Stakeholder influence on the Group; and
•
Stakeholder dependence on the Group
The level of influence and dependency was scored on a 4-point rating scale with 1 being low influence/dependency
and 4 being high influence/dependency. The final stakeholder prioritization score was the multiple of the influence
score and the dependency score.
The list below shows certain stakeholders considered in stakeholder mapping and ultimately engaged with:
•
Suppliers/Contractors – The top ten suppliers of the Group by spend.
•
Shareholders/Investors – Those that, in so far as is known to the Group, are directly or indirectly interested in 5%
or more of the issued ordinary share capital of the Group.
•
Members of the Audit Committee – the Audit Committee is responsible for the Group sustainability agenda.
•
Senior Management – The Executive Team responsible for the day-to-day running of the Group.
•
Sustainability Committee – The Sustainability Committee covers all airlines within the Group and includes
members from multiple areas within the organisation including Engineering, Finance, Labs, Operations and
Sustainability.
•
Employees – The Workforce Engagement NED engages with employees and gives at least quarterly feedback to
the Board. Numerous panels are held annually with different representatives from across the Group incl. cabin
crew, engineers, ground ops, labs team, office support staff and pilots.
•
Customers – Surveys were sent to 500 randomly selected customers. Markets chosen from English speaking
geographical market by revenue.
Table 1– Main Business Actors
Upstream Value Chain
Own operations
Downstream Value Chain:
Suppliers
Original Equipment Manufacturers
(“OEMs”): The Group relies on
OEMs for aircraft essential to its
operations. Supply constraints
could create a significant
dependency with OEM order books
full to the end of the decade. The
Group’s association with OEMs may
indirectly expose it to substantial
impacts within the value chain.
Jet Aviation Fuel Suppliers: The
Group depends on jet fuel suppliers
for operations. Although mitigation
steps like tankering exist, replacing
suppliers at certain locations is
difficult. This dependency may
expose the Group to risks and
opportunities.
Engine Manufacturers: The
Group relies heavily on engine
manufacturers. Their activities
could expose the Group to
considerable impacts within the
value chain.
Workforce
All Group employees and non-employees
in the workforce, including aircrew,
engineering, ground operations and office
staff. For more information on the Group’s
workforce, please refer to the “ESRS S1 –
Own Workforce” section, page 84.
Airports and Air Traffic Management
Key business actors for the Group include Air Traffic
Management (“ATM”) and airport operators. The Group
operates over 3,500 flights out of almost 230 airports per
day. Given the nature of the Group’s business operations,
association with airports is likely to result in the Group being
exposed to material impacts. Airports pose impacts in
relation to climate change, pollution, and ecosystems. The
Group have a key dependency on ATM and airports within
our business operations as the use of airports are critical to
the Group’s operations.
Distribution Channel
The Group encourages passengers to make reservations and
purchase tickets directly. Due to the Group’s long standing
online distribution policy, the majority of reservations and
purchases are made through its website (www.ryanair.com),
although a significant number of customers are also booking
on the Ryanair app. Additionally, in 2024, the Group entered
into “direct distribution agreements” with several Online
Travel Agents (“OTAs”) allowing them to market Ryanair
flights to consumers.
Consumers and End Users
For information on the Group’s passengers please refer to
the “ESRS S4 – Consumers and end-users” section of the
Sustainability Statement, page 98.
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RYANAIR GROUP ANNUAL REPORT 2025
2.2.4 Stakeholder engagement and assessing materiality
After identifying and prioritising stakeholders, surveys were issued and/or interviews held with the respective
stakeholders to help determine impact materiality.
Once results were processed and analysed, IROs were scored in line with the scoring methodology set out in the May
2024 EFRAG Implementation Guidance for the Materiality Assessment.
•
Method 1 (Surveys): To score IROs the Group engaged with customers, shareholders/investors, suppliers/
contractors, employees, Senior/Middle management, and the Audit Committee to identify ESG priorities.
•
Method 2 (Interviews): To further score IROs, the Group interviewed members of the Group Audit Committee and
academics from TCD who contributed to the identification of key IROs. The members of the Audit Committee also
completed a survey.
2.2.5 Validation and Approval
Once the scoring of the impact and financial materiality was complete and a list of material sustainability topics
was determined, IRO scoring was validated in a workshop with the Group’s Sustainability Committee. This process
is integrated in the Group’s overall management process (see the “Management of IROs” section) and the decision-
making process (see the ”Sustainability Governance” section).
2.2.6 Outcome
After the results were validated by internal and external stakeholders and senior management, the results were
categorized. The result of the identification and assessment of IROs was a list of 13 topics material to the Group,
details of which are outlined in this statement (see Figure 1).
As a general principle, IROs are considered gross (i.e. before any mitigating actions) in the materiality assessment.
This is linked to the objective of providing information on the management of IROs by the Group over time. Workers in
the Value Chain was a topic for consideration through the DMA process and we consulted with stakeholders ahead of
determining that this was not material at Group level. Consideration was given to the Group business model and the
transactions undertaken. Consideration was also given to the overall governance policies and procedures in place,
including those around suppliers.
Water and marine resources along with biodiversity and ecosystems were topics for consideration through the DMA
process and we consulted with stakeholders ahead of determining that these were not material at Group level. This
included consideration and assessment of dependencies. Our assessment of these topics included a high-level
consideration and assessment of our operations, including assessment at own site locations, and key activities
across the value chain. Based on this assessment, further engagement with affected communities was not necessary.
Specifically considering biodiversity, the Group is not considered or assessed to operate in biodiversity sensitive
areas. This is based on an assessment which considered transitional and physical risks as well as considering
systemic risks. It has been concluded that it is not necessary to implement biodiversity mitigation measures.
Furthermore, with regard to non-GHG emissions, the Group does not have a key dependency on communities within its
operations as per the output of the DMA. Further research is required to better understand the impact on communities
from non-GHG emissions. Resource inflows, outflows and waste were considered as part of the output of the DMA,
where it was identified that the only material risk identified is resource scarcity, specifically in relation to jet fuel.
Based on this assessment, further engagement with affected communities was not necessary.
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RYANAIR GROUP ANNUAL REPORT 2025
Figure 1 – 13 ESRS Sub-Topics
E. Environment
S1. Own workforce
S4. Consumers
& end users
G1. Business conduct
I
R
O
I
R
O
I
R
O
I
R
O
Climate change
adaptation
Own Workforce:
Working Conditions
Personal safety of
consumers and/or end-
users
Corruption &
bribery
Climate change
mitigation
Own Workforce:
Equal Treatment and
opportunities for all
Information-related
impacts for consumers
and/or end-users
Corporate
Culture
Energy
Protection of
whistleblowers
Pollution of Air
Management
of relationships
with suppliers
including
payment
practices
Resource Inflows
The table shall be read in conjunction with the detailed IROs in the topical sections.
2.2.7 Impacts, Risks and Opportunities Management
The material ESRS sustainability topics and IROs were mapped in order of impact and financial materiality and have
been displayed in tables within each topical section. These tables describe the material IROs including the time
horizon and place in the business model in which the IRO may materialise.
The process to identify material IROs in relation to business conduct matters has been disclosed through reference
to ESRS 2 General Disclosures. The DMA identified the following business conduct topics to be material to the Group:
•
Corporate Culture including its Code of Business Ethics & Conduct (2025);
•
Management of relationships with suppliers including payment practices;
•
Corruption & bribery; and
•
Protection of Whistleblowers.
The Group’s corporate culture strategy has been designed to enhance the positive impacts and opportunities while
mitigating the risks identified through the DMA process.
The “Business Conduct” section details how the Group manages these material topics, see page 108.
Climate Scenario Analysis
A scenario analysis allows companies to assess the potential risks and opportunities to its business and operations
that results from Climate Change. Risks and opportunities are assessed across:
•
Physical Risks – location specific risks that arise when natural systems are compromised, due to the impact of
climatic events (e.g., extremes of weather); and
•
Transition Risks – risks that result from a misalignment between a company’s strategy and management and the
changing regulatory, policy or societal landscape in which it operates.
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RYANAIR GROUP ANNUAL REPORT 2025
To support its DMA, in FY25, the Group reviewed its Climate Scenario Analysis (“Scenario Analysis”) (originally
conducted in FY23). The Scenario Analysis has informed the Group’s strategic decision-making and climate change
risk and opportunity identification, assessment and management. The Scenario Analysis integrated recommendations
from the Task Force on Climate-Related Financial Disclosures (“TCFD”), CSRD and the EU Taxonomy disclosures
(Article 8 of the Regulation (EU) 2020/852).
As part of its Scenario Analysis a climate resilience assessment was also conducted which measures the Group’s
ability to respond to the risks identified through its Scenario Analysis.
Approach
The Group has conducted its Scenario Analysis to assess the potential impact in 2030 and 2050 based on the IEA
Net Zero Emissions (“NZE”) Scenario and on a high emission scenario based on the IPCC RCP 8.5 scenario. The NZE
is aligned with limiting the increase in temperature to 1.5°C, whereby temperatures peak by 2050 before declining.
In the high emission scenario, temperatures are “as likely as not” to exceed 4°C by 2100. Climate risk assessments
for European aviation developed by Eurocontrol and the International Civil Aviation Organization (“ICAO”) were also
considered. The scenarios are supported by assumptions around energy markets and commodity pricing, policy
choices, GDP and population growth.
In both of these scenarios, focal questions were discussed across internal stakeholders to the potential climate
related impact and associated effect on business strategy. These focal questions centred around carbon and fuel
pricing, potential and future new technologies, demand for aviation travel, regulation and chronic risks that impact
on aviation.
The Scenario Analysis examined impacts across the Group’s operational boundary, which included upstream supply
chain factors and downstream customer effects, across short, medium and long-term horizons. This analysis helped
the Group identify short, medium and long-term climate-related physical and transition risks. These risks are an
inherent part of operating in the airline industry with their impact being assessed through the ERM. Upstream climate
risks are also raised with the Sustainability Committee. The potential quantitative financial impact is assessed using
forecasting scenario analysis. All risks including those related to climate change are identified through the ERM. The
register highlights the risks, their likelihood of occurring and impact with associated risk mitigation. The analysis
on physical risks primarily focused on Group operations in Europe. The Group considered a regional assessment
of climate risks for European aviation developed by Eurocontrol and were also informed by ICAO guidance on key
climate change vulnerabilities for aircraft operators.
It highlighted several critical transition and physical risks that may impact the Group’s operations, as well as identified
opportunities and resilience of the organisation to the uncertainties. These risks and opportunities were enhanced
through the IRO’s identified as part of the DMA and was incorporated into that assessment.
Transition Risks
The Group considered transition risks (Table 2 below) and related these to its operations and network.
Under both scenarios, the Group may face increased fuel costs, driven by higher CO2 pricing and SAF costs. From
a technology perspective, it is assumed that under each scenario, aviation engine manufacturers continue to make
improvements which deliver fuel efficiencies as has been seen historically. Airlines demand for these will continue
regardless of the climate scenario as a way to reduce ongoing operational fuel cost.
In the NZE scenario, carbon pricing increases significantly compared to current levels. In the IPCC RPC 8.5 scenario,
the Group may also face lower demand due to a poorer economic outlook. In this scenario, extreme weather events
may occur resulting in operational disruptions.
Under both scenarios, the Group’s operations are flexible and resilient, and it continues investing in the latest aircraft
and engine technology.
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RYANAIR GROUP ANNUAL REPORT 2025
Table 2 – Transition Risks
Transition Event
Risk Description
Business Activities Impacted
Time Horizon
Inability to meet mandated Sustainable Aviation
Fuel (“SAF”) blending
Currently SAF availability represents a small percentage of the aviation
industry’s needs. The cost of SAF, depending on the feedstock and
country of uplift, can be up to four times the cost of normal jet kerosene.
There is a risk through prohibitive pricing or lack of availability that the
Group cannot meet mandated SAF blending requirements.
Increased costs for SAF or potential non-compliance
penalties resulting in lower earnings. As part of the EU
Emission Trading System (“ETS”) reform for aviation, SAF
ETS allowances will be rewarded where SAF is uplifted. By
having a strong relationship with leading SAF producers,
the Group can reduce its ETS exposure.
Medium term
Long term
Inability to access financing
The EU Taxonomy is classifying what sustainable activities are, with
the aim of directing finance towards them. The EU Taxonomy has a
narrower definition of OpEx KPI relative to the Group’s definition of OpEx
and as such does not capture all sustainable expenditure (e.g., SAF
spend). Therefore, the sector may find it difficult to attract funding for
investments.
Potential for higher financial costs or inability to fund
major CapEx effectively.
Medium term
Long term
A reduction in asset valuations
The resale valuation of the Group’s fleet decreases due to fuel efficiency
expectations.
Reduction in asset valuations/accelerated depreciation
resulting in lower earnings.
Medium term
Long term
Costs to transition to lower emissions technology
The Group has set the goal of reaching net zero emissions by 2050. The
pathway to reaching net zero requires certain enhancements in new
technologies which will reduce emissions. There is a risk that the cost of
this new technology may be prohibitive.
Higher CapEx spend and lower earnings.
Long term
Increased consumer concern
Public concern about climate change may lead to reputational risks to
the Group. If the Group is not perceived (regardless of whether it is) to
be addressing climate change customers may choose to book with other
airlines/other forms of transport that are perceived to be more proactive.
These risks are identified by the Sustainability Team and Marketing
Department by monitoring consumer opinion to climate change.
Reluctance to fly results in lower revenue.
Medium term
Long term
Increased carbon pricing and aviation taxes
There is a risk that the increased cost of compliance with EU
environmental regulation including carbon pricing and aviation taxes will
make travelling by air in the EU expensive.
Increased operating costs and lower passenger revenues.
Medium term
Long term
A ban on short haul travel
There is a risk that legislation is passed in certain jurisdictions that
places a ban on sectors below a certain distance.
Potential loss of revenue on short haul.
Medium term
These are the transition risks that were considered as part of the climate scenario analysis. Those risks that were determined to be material for the Group for the
purposes of sustainability reporting are disclosed on page 56.
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RYANAIR GROUP ANNUAL REPORT 2025
Time-horizons
•
Short-term risks: In this time frame, the Group produces an annual budget (approved by the Board) where it
reviews its planned schedule of flying for the next 12 months.
•
Medium term risks represent a longer time frame in which the regulatory environment evolves, the competitive
landscape changes and customer preferences have the potential to shift. All of which impact on the business
plan and operations (1 – 5 years).
•
Longer term risks are those that potentially impact on the Group’s competitiveness through demographic and
economic shifts and advancements in engine and airframe technology. Consideration is given to both the average
age of the fleet (approximately 10 years) and the useful life (approximately 23 years) of aircraft in setting this
time horizon (greater than 5 years).
Physical Risks
The Group considered the following physical risks (see Tables 3 & 4) and performed its analysis to identify specific
hazards in accordance with the relevant climate risk studies and related that to its operations and network. These
physical risks primarily relate to changing weather patterns that if they occur with little forewarning may have a
considerable impact on the Group’s day-to-day operations in the short-term.
Table 3 – Physical Risks Considered
Chronic
Temperature-related
Wind-related
Water-related
Solid mass-related
Changing temperature (air,
freshwater, marine water)
Changing wind patterns
Changing precipitation
patterns and types (rain, hail,
snow/ice)
Coastal erosion
Heat Stress
Precipitation or hydrological
variability
Solid degradation
Temperature Variability
Ocean acidification
Soil erosion
Permafrost thawing
Saline intrusion
Solifluction
Sea level rise
Water stress
Acute
Temperature-related
Wind-related
Water-related
Solid mass-related
Heat wave
Cyclones, hurricanes, typhoon
Drought
Avalanche
Cold wave/frost
Storms (including blizzards,
dust and sandstorms)
Heavy precipitation (rain, hail,
snow/ice)
Landslide
Wildfire
Tornado
Flood (coastal, fluvial, pluvial,
ground water)
Subsidence
Glacial lake outburst
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RYANAIR GROUP ANNUAL REPORT 2025
Table 4 – Physical Risks
Physical Risk Event
Risk Description
Business Activities Impacted
Time Horizon
Rising temperature and sea
levels
Chronic physical risks such as higher average
temperature could potentially lead to lower load
factors due to performance restrictions. As some of
the airports the Group operate to are on coastal areas,
a rise in sea levels due to higher temperatures could
make the risk of flooding higher. If these airports closed
due to flooding, it may result in the Group cancelling
flights/closing bases and as a consequence change
public willingness to travel to these locations.
Lower revenue as a result of
cancelled flights.
Long term
Increased severity of extreme
weather events such as wild-
fires, cyclones and floods
The occurrence of extreme weather events and
the resulting cancellations due to the closure of
airports could also have a material adverse effect
on the Group’s financial performance indirectly, as a
consequence of changes in the public’s willingness to
travel within Europe due to the risk of flight disruptions.
Local impacts such as fires/drought impact on the
attractiveness of the Group network.
Operational disruption and
potential revenue loss. Costs
of delays and operational
disruption including
turbulence.
Long term
Result of the Scenario Analysis
Following the Scenario Analysis, transition risks were identified as having the biggest potential impact on the Group’s
operations. However, while the transition and physical risks posed by climate change are significant, the Group is
well positioned to address and mitigate them and adapt as necessary. By leveraging opportunities for innovation,
collaboration, and sustainable growth, and by maintaining a resilient business model, the Group is well-positioned to
continue navigating these challenges and ensure long-term sustainability.
The result of the Scenario Analysis shows that in the high emission scenario, the Group would face increased fuel
costs and lower demand due to a poorer economic outlook. Also, extreme weather events are more likely to occur
resulting in operational disruptions.
Our strategy
For more information on the Group’s strategy, business model and value chain, please refer to the “Information on
the Company” section on page 184.
For detail on employee headcount by key geographical areas, please refer to the “Characteristics of the undertaking’s
employees” section of the Sustainability Statement, page 93.
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RYANAIR GROUP ANNUAL REPORT 2025
Sustainability related goals
The Group supports the Paris Agreement, the UN Sustainable Development Goals and the aviation industry’s
Destination 2050 through:
1. Investment in new aircraft technology;
2. Procurement of SAF – Working with suppliers to increase SAF with an industry-leading SAF goal of 12.5% by
2030;
3. Decarbonising ground operations; and
4. Support Government Policy & Reform – Work with policy makers to develop smarter regulation to support
ambitious climate targets.
Sustainability strategy
Environment
The Group strives to be an ESG leader and to achieve its long-term target of net zero emissions by 2050. During FY25,
Ryanair took delivery of 30 new Boeing 737-8200 “Gamechangers” (4% more seats, 16% less fuel & CO2). The Group
accelerated the retro-fit of scimitar winglets to the Boeing 737-800NG fleet (target 409 by 2026), reducing fuel burn
by 1.5% and lowering noise emissions by a further 6%. From January 2025, the Group procured a 2% SAF blend at EU
and UK airports.
During FY25, Ryanair retained its industry leading ESG ratings from MSCI (A), CDP (A-) and Sustainalytics (No.1 global
large cap airline).
Ryanair is committed to ensuring that the Group’s operations align with global efforts to mitigate the impact of climate
change. To facilitate this, the Group developed a comprehensive Climate Transition Plan that outlines the Group’s
approach to reducing carbon emissions through fleet renewal and new technologies, promoting the scaling and use
of SAF, and prioritizing action on climate change across our business. For the full Climate Transition Plan, please refer
to page 57. In FY25, SBTi formally validated that the Group’s near-term emission reduction target conforms with the
SBTi Aviation pathway and is classified in line with a 1.5ºC trajectory.
In FY25, Ryanair extended its partnership with TCDs Sustainable Aviation Research Centre (“the Centre”) for a further
five years to 2030 (an additional €2.5m commitment). While the research will continue to focus on SAF and zero carbon
aircraft propulsion systems, the scope of the Centre has been expanded to examine aviation non-CO2 emissions.
Social
Operational Safety & Security
Safety & security of our passengers and people remain Ryanair’s top priority. As part of this unwavering commitment,
the Group continues to invest in, and develop, its Safety Management System (“SMS”) to ensure it is robust and
facilitates the Group’s goal of continuous improvement. This SMS provides a platform for end-to-end management
of our safety and operational processes and includes processes for effective documentation, information gathering
and audit.
In December 2024, Ryanair launched a new Safety Strategy (2025-2029). Key focus areas of the strategy include:
•
Continue to manage the safe growth of Ryanair Group Airlines;
•
Make the necessary arrangements for the safe introduction of the Boeing 737 MAX-10 into our operations; and
•
Ensure new EU Cyber Security Regulations are successfully integrated into our management systems.
Read more about how safety is Ryanair’s number 1 priority on page 87.
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RYANAIR GROUP ANNUAL REPORT 2025
Customer
The Group’s strategy is to deliver the best customer service performance in our peer group. The Group delivers
industry leading punctuality and cancelled significantly fewer flights this year (well below 1%) compared to peers.
During FY25, excluding ATC disruptions, approximately 87% of the Group’s flights arrived at their destination on time.
The Group has an ongoing commitment to improving customer satisfaction across the customer journey and this is
measured by regular post-flight Customer Satisfaction (“CSAT”) surveys and online “mystery passenger” checks. The
Group’s FY25 CSAT score was 86% (FY24: 85%), despite record ATC delays and cancellation, especially during peak
summer months, due to ATC staff shortages, poor rostering and equipment failures.
Business model and value chain
The Group operates a low fares/low-cost, short-haul airline group and plans to develop this activity by expanding its
successful business model on new and existing routes.
Our broad technology foundation, customer-centric business model, and recognised integrated solutions capability
are core to the achievement of our vision. Our business model fundamentally depends on inputs across our business,
including key intangible resources such as brand reputation, employee expertise, intellectual property and technology
innovation. Guided by our vision, these key intangible resources drive our engagements with our customers and
our stakeholders. By leveraging these, we continue to embed sustainability into all aspects of our business, driving
sustainable practice.
Inputs
The Group’s primary inputs include aircraft, fuel and human resources. The Group sources its aircraft predominantly
from Boeing, focusing on the Boeing 737 model, which is known for its fuel efficiency and cost-effectiveness. This
strategic choice helps the Group maintain low operational costs. Additionally, the Group utilises a fuel hedging
strategy to mitigate against price volatility, ensuring stable and predictable fuel costs. The Group also invests in
training and development programs to maintain a skilled workforce.
Benefits
For details on benefits for customers, investors, and other stakeholders, please refer to Table 5 – “Interests and views
of key stakeholders and how they relate to the Group’s business model”.
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RYANAIR GROUP ANNUAL REPORT 2025
Interests and views of stakeholders
The table below summarizes how the Group engages with different stakeholders.
Table 5 – Interests and views of key stakeholders and how they relate to the Group’s business model
Stakeholders
Engagement occurrence
per stakeholder
How engagement is organised
Purpose of the
engagement
Outcome of engagement
Workforce
Eamonn Brennan is the
NED with oversight of
workforce engagement.
The role of the Workforce
Engagement NED is
to engage with the
workforce and bring
feedback to the Board
so, together, the Board
can understand and
consider these views in
its decision making.
The Board includes Workforce
Engagement as an agenda item at
least quarterly.
During the past year, Eamonn
Brennan, as Workforce
Engagement NED, built upon
previous panel engagements and
hosted several panel discussions
with various teams including cabin
crew, engineers, ground ops, Labs
team, office support staff and
pilots.
The role of
the Workforce
Engagement NED is
to engage with our
workforce and bring
feedback to the Board
so together, the Board
can understand
and consider these
views in its decision
making.
Suggestions made at various
panel discussions have
subsequently been incorporated by
the Group, including improvements
to operational planning, staff travel
and staff benefits. The “ESRS S1
– Own workforce” section further
details the Group’s own workforce
interaction with the business
model.
Eamonn Brennan reported to the
Board on workforce engagement
at least quarterly during FY25.
Expected benefits for Workforce
The Group offers secure and safe
employment while promoting an
inclusive working environment.
Shareholders
The Group recognizes
the importance of
communications with
shareholders.
The Group communicates
with its shareholders
following the release
of quarterly and annual
results and as part of the
AGM.
Via roadshows, investor capital
markets, and sustainability
days, conferences, corporate
governance & ESG forums and/or
by investor and analyst conference
calls.
During FY25, the Group held
discussions with a substantial
number of institutional investors,
analysts, ESG advisors (incl.
CDP, ISS-Governance, MSCI and
Sustainalytics) and proxy advisor
firms (incl. Glass Lewis, ISS and
PIRC). Additionally, Ryanair carried
out a review of its ownership and
control restrictions, including
extensive engagement with
shareholders between September
2024 and March 2025.
Additionally, NEDs including the
Chairman, SID, Committee Chairs
and Workforce Engagement NED
(as appropriate) met shareholders
at the Company’s Shareholder
Corporate Governance & ESG
forums and AGM.
These successful
events provide an
opportunity for
shareholders to
directly engage with
Board members and
Senior Management
on a range of
different ESG topics.
The Board is kept informed of the
views of shareholders through
the Executive Director and Senior
Management (including the Group
CFO, Chief Sustainability Officer
and Head of Investor Relations).
Furthermore, feedback from
roadshow meetings and airline
analyst reports are provided to the
Board on a regular basis.
Expected benefits for Shareholders
The Group prioritises growth
opportunities to drive shareholder
value while maintaining a strong
balance sheet.
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RYANAIR GROUP ANNUAL REPORT 2025
Stakeholders
Engagement occurrence
per stakeholder
How engagement is organised
Purpose of the
engagement
Outcome of engagement
Customers
Every customer who flies
with Ryanair is invited to
rate their trip based on a
number of criteria. This
rating forms the basis of
the CSAT survey.
From time to time,
there may be additional
requirements to engage
with customers to gauge
their views or get their
feedback and to support
these efforts, the Group
commits to ad-hoc
surveys and focus groups
approximately twice every
quarter.
Each year the Group recruits
customers to take part in our
Customer Panel. The Customer
Panel is made up of customer
representatives from across the
Group’s key markets.
Provide feedback on
new initiatives aimed
at improving our
Customer experience.
The Customer
provides valuable
feedback and
insights to enable the
Group to improve its
customer offerings.
Notable impacts from engagement
were:
Feedback from the Customer
Panel led to enhancements to
Ryanair’s Day of Travel Assistant
App. From a CSAT perspective,
the Group’s management of
delays saw improvement, driven
by better and more timely
customer communications during
disruptions through our App.
Efforts across the inflight
experience such as improved
lighting, new on board customer
announcements and commitment
to aircraft appearance and overall
ambience, resulted in a significant
improvement in the customer
experience.
New airport wayfinding and
navigation branding alongside new
pre-flight communications through
our Day of Travel Assistant
App contributed to an uplift in
satisfaction with our Boarding
experience.
Updates to our contact centre,
including interactive voice
response and a reduction in centre
wait times made a considerable,
positive, impact on our customer’s
interaction with our Customer
Service team.
Expected benefits for Customers
The Group provides customers
with safe, affordable, reliable and
accessible flights.
Suppliers/
Contractors
On an ongoing basis
- when services are
rendered, or supplies
provided.
The Group engages suppliers
formally through new contract
initiation or contract renewal.
On an ongoing basis, suppliers’
performance is monitored and
managed by various teams across
the Group.
Engagement takes place
in relation to operational
performance.
Ensure suppliers are
providing the best
service and quality
to the Group through
engagement and
feedback.
Outcomes of engagement are
assessed continuously by the
Group through the ongoing
provision of services.
Expected benefits for
Suppliers/Contractors
The Group ensures supportive long
term working relationships with
suppliers through collaboration
and timely and accurate payments.
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RYANAIR GROUP ANNUAL REPORT 2025
Governance
For information on the Board and Management teams’ composition and governance structure, including sustainability
matters, please refer to page 17.
Sustainability Governance
1. Management of IROs
Board & Audit Committee
The Board of Ryanair is responsible for the leadership, strategic direction and oversight of management of the
Group. The Board’s primary focus is on strategy formulation, policy and control. It has a formal schedule of matters
specifically reserved to it for its attention, including matters such as approval of the annual budget, large capital
expenditure, and key strategic decisions. Other matters reserved to the Board include treasury policy and procedures,
internal control, audit and risk management, ESG, remuneration of the Executive Director and Senior Management
and corporate governance.
Semi-annually, the Audit Committee assesses and reports to the Board on the ERM which lists the key risks facing
the Group including those related to ESG. The Audit Committee is also responsible for reviewing the Group’s
arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting
or other matters and ensuring that these arrangements allow proportionate and independent investigation of such
matters and appropriate follow up action and business conduct.
The Board has ultimate oversight and responsibility for the Group’s climate transition plan, strategy in achieving
sustainability goals and climate related risks and opportunities. The Board and Audit Committee receive frequent
updates on Group’s climate related risks and performance from the Chief Sustainability Officer and Group CFO.
The Group CEO is a member of the Board. The Group CEO has responsibility for all issues including sustainability
related issues as this role oversees the strategy, objectives, opportunities and long-term planning of the Group.
For more information see Table 6 – “Material IRO’s addressed by the administrative, management and supervisory
bodies, or relevant committees during the reporting period” on page 54.
Eamonn Brennan is the Group’s NED with oversight of workforce engagement. The role of the Workforce Engagement
NED is to engage with our workforce and bring feedback to the Board so together, the Board can understand and
consider these views in its decision making. The Board includes Workforce Engagement as an agenda item at least
quarterly.
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RYANAIR GROUP ANNUAL REPORT 2025
Skills
The Board self-assess skills set against key requirements. The Board have knowledge and understanding of the
Impacts, Risks and Opportunities identified through the DMA. For information on how the Group reviews Board
member’s knowledge against nine different competencies, including sustainability and business conduct matters
please refer to page 19.
Sustainability Committee
The Sustainability Committee is an Executive/Management level committee that meets monthly and is chaired by
the Chief Sustainability Officer. It is responsible for the day-to-day identification, assessment and management of
climate-related risks impacts and opportunities. It is also responsible for ensuring implementation of relevant policies.
The Sustainability Committee covers all Group airlines within the Group and includes members from multiple areas
across the organisations including Operations, Engineering, Labs, Finance and Sustainability. Together, Committee
members integrate the Group’s sustainability goals with the business and regulatory demands. These initiatives are
then rolled out to the wider Group. The Sustainability Committee maintains an effective and continual dialogue with
the Board and stakeholders (via the Chief Sustainability Officer and the Group CFO). Long, medium and short-term
risks and opportunities are addressed on an ongoing basis by the Sustainability Committee and Sustainability Team
who ultimately report to the Audit Committee and Board.
Sustainability Team
The Sustainability Team is responsible for the day-to-day management and delivery of the Group’s sustainability
strategy and targets. The team reports to the Group CFO with a dotted line to the Board and Audit Committee.
The Sustainability Team are members of the Sustainability Committee and provide weekly and monthly emission
intensity analyses to executives and senior management. The team is also responsible for procuring SAF blends in
line with the targets set by the Board and executive management. The Sustainability Team ensure compliance with
carbon trading schemes, most notably, the EU & UK ETS and CORSIA. Monitoring of emission savings of new projects
implemented by the Sustainability Committee is performed by the Sustainability Team with regular updates provided
to the Sustainability and Audit Committees.
Gender, Diversity & Inclusion Committee
The Gender, Diversity & Inclusion Committee promotes and supports diversity initiatives within the Group. The
Committee is chaired by the Ryanair DAC CFO. The Committee introduced measures to promote and encourage
diversity, equality and inclusion including an updated gender inclusive uniform policy, International Women’s Day
initiatives and Pride celebrations. Updates from the Gender, Diversity & Inclusion Committee are brought to the
executive management team’s attention with updates provided to the Board, as appropriate.
Group Safety and Security Committee
The Group Safety & Security Committee reviews and discusses air safety and security performance. The Committee
reports to the Board at least quarterly. Members include Mike O’Brien (Co-Chair), Ryanair’s Chief Risk Officer, Carol
Sharkey (Co-Chair) and Eamonn Brennan. Accountable Managers (and various other nominated persons) of each of
the Ryanair Group Airlines are invited to attend meetings.
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RYANAIR GROUP ANNUAL REPORT 2025
2. IROs addressed by the Board and Management Teams
Table 6 includes a list of the material IROs addressed by management and the relevant committees:
Table 6 – Material IRO’s addressed by the administrative, management and supervisory bodies, or relevant committees during the reporting
period
IROs addressed by Board and management teams
Management teams
Frequency
E1-IRO1; E1-IRO2; E1-IRO3; E1-IRO4; E1-IRO5; E1-IRO6; E1-IRO7; E1-
IRO8; E1-IRO9; E1-IRO10; E1-IRO11;
E1-IRO12; E1-IRO13; E1-IRO14
Board of Directors
Quarterly
E2-IRO15
Audit Committee
At least 4 times per year
E5-IRO16
Sustainability Committee
Weekly and Monthly
Sustainability Team
Daily
S1-IRO17; S1-IRO 18; S1-IRO19; S1-IRO20; S1-IRO21;
S1-IRO22; S1-IRO23; S1-IRO 24; S1-IRO25; S1-IRO26
Board of Directors
Quarterly
Audit Committee
At least 4 times a year
Nomination Committee
At least 4 times a year
Gender, Diversity & Inclusion
Committee
Quarterly
Safety and Security Committee
Quarterly
S4-IRO27; S4-IRO28; S4-IRO29; S4-IRO30; S4-IRO31
Board of Directors
Quarterly
Audit Committee
At least 4 times a year
Safety & Security Committee
Quarterly
G1-IRO32; G1-IRO33; G1-IRO34; G1- IRO35
Board of Directors
Quarterly
Audit Committee
At least 4 times per year
These IROs are considered as part of broader strategy and decision-making considerations.
For more information, please refer to each ESRS section in this statement.
3. Sustainability-related performance in incentive schemes
For information on the remuneration policies, please refer to page 144 of the “Report of the Remuneration Committee”.
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RYANAIR GROUP ANNUAL REPORT 2025
4. Statement on sustainability due diligence
Table 7 maps to where in the Sustainability Statement the Group provides information about their due diligence
process.
Table 7 – Overview of due diligence processes as outlined in the Sustainability Statement
Core elements of due diligence
Sections in the Sustainability Statement
Page
Embedding due diligence in governance, strategy and
business model
Our strategy
47
Governance
52
Engaging with affected stakeholders in all key steps of the
due diligence
Interests and views of stakeholders
50
Governance
52
Identifying and assessing adverse impacts
Double Materiality Assessment Methodology
38
Climate Change
56
Pollution
80
Consumers and end users
98
Taking actions to address those adverse impacts
Actions and resources in relation to climate change policies
67
Actions and resources related to pollution
80
Processes to remediate negative impacts and channels for
consumers and end-users to raise concerns
102
Taking action on material impacts on consumers and end-users,
and approaches to managing material risks related to consumers
and end-users, and effectiveness of those activities
103
Tracking the effectiveness of these efforts and
communicating
Climate Change
70
Pollution
80
Consumers and end users
107
5. Risk management over sustainability reporting
For information on the Group’s risk management and internal controls, please refer to the “Risk Management &
Internal Control” section, page 32.
The ERM assesses risks based on a matrix of the likelihood of occurrence and potential financial or operational
impact to the Group. Sustainability related risks are integrated into the ERM. The Group deems substantive financial
risks as those that would result in a major or catastrophic impact on business operations and are assessed to have
a probable likelihood of occurring. The results of the ERM are reviewed by both the Audit Committee and the Board.
Resolution of these matters typically requires Board approval.
For information on the main risks identified and related mitigation strategies, please refer to the “Impact, Risk
and Opportunity management” section in each section. Key risks (including those identified through the DMA/IRO
process), are assessed as part of a semi-annual review of the ERM.
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RYANAIR GROUP ANNUAL REPORT 2025
ESRS E1 – CLIMATE CHANGE
Table 8 – Climate Change IROs
Climate Change Adaptation
E1-IRO1
Risk
Upstream
Long-term
The potential risk of not being able to adopt new, low carbon
technologies due to reasons outside of the Group’s control (e.g.,
availability). (Transition Risk)
E1-IRO2
Positive Impact
Own Operations
Long-term
The positive impact of offering customers in markets where the
Group operates the opportunity to reduce their carbon footprint
by providing flights that are less GHG intensive compared to
competitors.
E1-IRO3
Risk
Own Operations
Medium-term
The possible risk of increased operating costs due to extreme
weather events and other climate related physical impacts.
(Physical Risk).
E1-IRO4
Risk
Own Operations
Long-term
The possibility of increased operating costs due to the expansion
of the EU ETS, the Carbon Offsetting and Reduction Scheme for
International Aviation (“CORSIA”) and other fuel related penalties.
(Transition Risk)
E1-IRO5
Risk
Own Operations
Long-term
The potential reduction in market share due to The Group’s
perceived lack of climate adaptation measures. (Transition Risk)
E1-IRO6
Opportunity
Own Operations
Short-term
The Group’s assets are highly mobile so not as exposed to negative
climate conditions as compared to other industries, meaning it can
adapt to climate change events quickly.
Climate Change Mitigation
E1-IRO7
Positive Impact
Upstream
Short-term
The Group’s suppliers making environmentally friendly decisions
due to encouragement from the Group.
E1-IRO8
Positive Impact
Own Operations
Short-term
The positive impact on the environment of the Group investing in
fuel efficient/lower emitting aircraft and procuring SAF.
E1-IRO9
Positive Impact
Downstream
Medium/Long-
term
The positive impact of helping to reduce the aviation industry’s
impact on the environment by providing financial support and
access to data to sustainable aviation researchers.
E1-IRO10
Negative Impact
Own Operations
Medium-term
The actual negative climate impact of GHG emissions released
from flights operated by the Group.
E1-IRO11
Risk
Upstream
Short-term
The possibility of increased operating costs due to the Group’s
inability to meet mandated SAF blending requirements due to
issues outside the Group‘s control (e.g., availability). (Transition
Risk)
E1-IRO12
Risk
Own Operations
Short-term
The potential reduction in market share due to the Group’s
perceived role in climate change. (Transition Risk)
Energy
E1-IRO13
Negative Impact
Own Operations
Short-term
The Group’s energy consumption has a negative impact on the
environment.
E1-IRO14
Risk
Own Operations
Short-term
The Group is exposed to potential price fluctuations which in turn
may increase operating costs. (Transition Risk)
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RYANAIR GROUP ANNUAL REPORT 2025
Strategy
The Board has ultimate oversight and responsibility over the Group’s climate transition plan, strategy in achieving
sustainability goals and climate-related risks impacts and opportunities (see Table 8 above). The Board and Audit
Committee receive regular updates on the Group’s climate related risks and performance from the Chief Sustainability
Officer and Group CFO.
These risks, opportunities and impacts are identified through scenario analyses, horizon scanning and ongoing
industry scrutiny. Key transitional risks are assessed and managed across the organization primarily through the ERM
with upstream climate risks also raised to the Sustainability Committee. These risks include Market and Technology
Shifts, Reputation, Policy, Legal and Physical Risks.
The Group’s strategy to manage its impact on the environment is laid out in its “Pathway to Net Zero”, a detailed plan
in which it aims to achieve its emissions reductions. This pathway forms a key pillar of the ongoing Group strategy
that will impact the business in the coming years. IROs are addressed on an ongoing basis by the Sustainability
Committee and Sustainability Team who ultimately report to the Audit Committee and Board.
The Group recognises that transition risk costs will arise. The Group has a strong history in maintaining a young,
fuel-efficient fleet. Any breakthrough in new technology engines will be procured as part of ongoing fleet renewal
and is not expected to be outside the normal course of fleet renewal. Additionally, while SAFs currently trade at a
premium of 3x - 4x compared to the cost of normal jet kerosene, the long-term outlook is for price convergence.
There are a number of policies under review which reduce the existing price divergence (e.g., as part of the Emission
Trading System reforms, airlines will be awarded free ETS allowances where SAF has been uplifted). Any, and all, firm
commitments regarding climate change transition are recognised within respective going concern or impairment
assessments.
As part of the identification of climate related risks and opportunities, a climate scenario analysis was conducted.
Key focal questions were asked under each scenario to assess potential climate impacts on strategy.
Financial statements
For more information on the Group’s CapEx spend please refer to Note 2 of the consolidated financial statements.
There is no significant, out of course spend, associated with implementing actions to grow opportunities or mitigate
material risks or negative impacts. For information on the Group’s resilience analysis please refer to the “Climate
Scenario Analysis” section on page 43.
The Group’s transition plan for climate change mitigation
The Group developed a pathway to net-zero emissions by 2050 that aligns to the Paris Agreement (as described
per the aviation industry’s feasibility study – “Destination 2050” with steps to achieving set out below). The Group’s
pathway shows that decarbonisation and alignment with EU and International climate targets are possible.
The Group is not excluded from the EU Paris aligned benchmarks.
The Group’s commitment to reducing GHG emissions and holding the increase in the global average temperature
to 1.5°C above pre-industrial levels (per the Group’s 2031 emission intensity target), in line with the Paris Climate
Agreement (Climate Change Mitigation) was found to be material in the Group’s DMA.
The Group has taken proactive measures to reduce its fuel burn and in turn reduce its impact on the environment.
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RYANAIR GROUP ANNUAL REPORT 2025
The transition plan is made up of four pillars:
i.
Technological and operational improvements combining contributions from propulsion technologies as well as
wing, fuselage and tail technologies, is predicted to help reduce 32% of carbon emissions.
ii. SAF is expected to deliver approx. 34% of carbon emission reduction.
iii. Independent studies have shown that the introduction of the Single European Sky initiative will reduce emissions
by up to 10%.
iv. Based on currently available projections, 24% of the Group’s Net Zero commitment will be supported by offsetting
and other economic measures. While the Group recognises that carbon offsetting is not a long-term solution,
either financially or for the environment, much of the Group’s climate ambition is dependent on a number of
factors, many of them outside its control. Therefore, the Group may have to continue offsetting beyond 2050,
however this would be a last resort. This requirement to offset is largely in line with the sectors feasibility study
– Destination 2050.
Investments and funding
The Group makes a number of investments and funding to support the implementation of the Climate Transition
Plan. This plan identifies two key areas to decarbonize, specifically, fleet renewal and the increased use of SAF. These
elements are embedded within the Group’s financial plans. For further detail on investments, please refer to Table 13
on page 67.
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Background
The EU Taxonomy is a classification system for environmentally sustainable economic activities, the purpose of
which is to direct investments towards sustainable projects and activities and to provide companies, investors
and policymakers with appropriate definitions for which economic activities can be considered environmentally
sustainable.
Article 8 of Regulation (EU) 2020/852 (the “Taxonomy Regulation”) establishes a framework to facilitate sustainable
investing. As part of the Taxonomy Regulation, Ryanair is required to disclose how and to what extent the Group’s
activities are associated with economic activities that qualify as environmentally sustainable under Articles 3 and 9
of the Taxonomy Regulation and Article 10(4) and Article 10(6) of Commission Delegated Regulation (EU) 2021/2178
as amended by Commission Delegated Regulation (EU) 2023/2486.
The six environmental objectives of the Taxonomy Regulation are:
1. Climate change mitigation
2. Climate change adaptation
3. Sustainable use and protection of water and marine resources
4. Transition to a circular economy
5. Pollution prevention and control
6. Protection and restoration of biodiversity and ecosystems
Taxonomy Eligible and Taxonomy Alignment
Business activities are taxonomy-eligible if they can be allocated to an economic activity described in the Climate or
Environmental Delegated Acts.
A taxonomy-aligned activity is one that having identified eligibility
1. Contributes substantially to at least one of the six environmental objectives above;
2. Does no significant harm (“DNSH”) to the other environmental objectives; and
3. Complies with the minimum safeguards.
Details on substantial contribution, do no significant harm and minimum safeguards are given below.
Scope
The EU Taxonomy Regulation’s reporting scope covers the Group’s business activities, based on the same principles
of consolidation as the consolidated financial statements, adjusted for the various narrower scope definitions of
the EU Taxonomy Regulation. The activity relevant to the Ryanair Group, is activity 6.19 “Passenger and freight air
transport” under the environmental objective, climate change mitigation. This economic activity covers all owned and
leased aircraft that the Group operates for the transport of passengers.
For FY24 the Group was required to report eligible revenues, operating expenditures and capital expenditures for
this activity, with aligned revenues, operating expenditures and capital expenditures in scope for reporting in FY25.
The Group has not completed templates 1 to 5 within Delegated Regulation (EU) 2022/1214, as following review, the
activities listed are not applicable.
CONSOLIDATED DISCLOSURES PURSUANT TO ARTICLE 8 TAXONOMY REGULATION
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RYANAIR GROUP ANNUAL REPORT 2025
Substantial contribution
The EU Taxonomy Regulation provides detailed substantial contribution criteria to ensure that the associated
economic activity has either a substantial positive impact on one of the six aforementioned environmental objectives
or substantially reduces the negative impact on the environment. The most relevant objective for the Group is Climate
Change Mitigation.
Do no significant harm
Together with the criteria to assess if an activity substantially contributes to at least one of the EU Taxonomy
Regulations environmental objectives, the criteria for DNSH specify the minimum requirements that the economic
activity should meet to avoid harming any of the other five environmental objectives. The DNSH criteria differ by
economic activity and by environmental objective. Any breach of the DNSH criteria would automatically disqualify an
activity from being environmentally sustainable and as such lead to the associated activities not meeting the criteria
for alignment.
Minimum safeguards
The EU Taxonomy Regulation defines the minimum safeguards as due diligence and remedy procedures implemented
by a company that is carrying out an economic activity in order to ensure alignment with the Organisation for Economic
Cooperation and Development Guidelines for Multinational Enterprises (“OECD MNEs”) and the UN Guiding Principles
on Business and Human Rights (“UNGP”). The latter includes the principles and rights set out in eight of the ten
fundamental conventions identified in the International Labor Organization (“ILO”) Declaration of the Fundamental
Principles and Rights at Work and the International Bill of Human Rights.
EU Taxonomy Definitions of Key Performance Indicators
The EU Taxonomy Regulation requires the reporting of KPIs associated with Turnover, CapEx and OpEx, both for
eligible and aligned activities. Each KPI is calculated as the amount associated with aligned and non-aligned
economic activities (the numerator) divided by the total (denominator). As only one economic activity is relevant
to the Ryanair Group, double counting in the allocation in the numerator of turnover, CapEx, and OpEx KPIs across
economic activities is avoided. These KPIs are defined below for the purposes of EU taxonomy reporting.
The reporting basis of the EU Taxonomy Regulation differs to the Group’s consolidated financial statements, which
are prepared in accordance with International Financial Reporting Standards as adopted by the EU (“IFRS”). These
differences include a very narrow scope definition for OpEx which results in a significantly lower reported eligible
OpEx under the EU Taxonomy Regulation when compared to Total Operating Expenses as reported under IFRS. Prior
year comparatives within the Taxonomy tables were not subject to sustainability assurance.
While the Group is supportive of efforts to enhance and increase the comparability of climate disclosures, the limited
scope of the EU Taxonomy Regulation does not enable the Group to outline all of its investment activity in its Pathway
to Net Zero transition. The limitations of the Regulation specifically prevent the Group from fully disclosing its purchase
of SAF. The additional reporting restrictions on aviation (where the growth of the entire global aviation fleet is used
to discount an individual company’s investment in best in-class aircraft and SAF) also limit the Group’s ability to fully
express its financial commitment to the transition to a low carbon environment. This approach, requiring company-
specific performance to be adjusted based on global trends, is unique to the aviation sector and, we believe, dilutes
the impact of the Taxonomy in driving more investment at an individual company level.
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RYANAIR GROUP ANNUAL REPORT 2025
Turnover
Consists of Total Operating Revenues. See consolidated income statement per page 266 alongside Note 16 for
details of the Group’s revenue generation. The associated accounting policies are set out on pages 270 to 281.
FY25
€m
FY24
€m
Scheduled Revenues
9,230
9,145
Ancillary Revenues
4,719
4,299
Total taxonomy turnover (denominator)
13,949
13,444
The numerator for the Turnover KPI is Total Operating Revenues. The following table provides a summary of taxonomy-
eligible and taxonomy-aligned turnover by major economic activity, both as absolute figures (being the numerator)
and as a percentage of the denominator:
FY25 Eligible
FY25 Aligned
€m
% of
denominator
€m
% of
denominator
Passenger and freight air transport
13,949
100%
-
0%
Total taxonomy-eligible/aligned turnover
13,949
100%
-
0%
Ryanair has assessed compliance towards minimum safeguards and DNSH criteria and concluded that for FY25,
it did not meet all the criteria set by the Taxonomy. Therefore, Ryanair did not proceed to determine its Taxonomy-
aligned Turnover for FY25.
CapEx
CapEx consists of additions to fixed assets, right of use assets and intangible assets. See Notes 2, 3 and 4 to the
consolidated financial statements.
FY25
€m
FY24
€m
Additions to property, plant and equipment
1,228
2,159
Additions to right of use assets
23
23
Additions to intangible assets
-
-
Total taxonomy CapEx (denominator)
1,251
2,182
The numerator for the CapEx KPI is aircraft additions, which have decreased when compared to the prior year due
to repeated Boeing delivery delays. The following table provides a summary of taxonomy-eligible and taxonomy-
aligned CapEx by major economic activity, both as absolute figures (being the numerator) and as a percentage of the
denominator:
FY25 Eligible
FY25 Aligned
€m
% of denominator
€m
% of denominator
Passenger and freight air transport
1,175
94%
-
0%
Total taxonomy-eligible/aligned CapEx
1,175
94%
-
0%
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RYANAIR GROUP ANNUAL REPORT 2025
Ryanair has assessed compliance towards minimum safeguards and DNSH criteria and concluded that for FY25,
it did not meet all the criteria set by the Taxonomy. Therefore, Ryanair did not proceed to determine its Taxonomy-
aligned CapEx for FY25.
OpEx
The OpEx KPI is defined as those costs not capitalised that relate to: (i) research and development; (ii) building
renovation measures; (iii) short-term leases; (iv) maintenance and repair; and (v) other direct expenditures relating to
the day-to-day servicing of assets of property, plant and equipment. The Group has no significant short-term leases.
As noted above, the OpEx KPI definition is narrower than the Group’s definition of operating expenditure and does not
capture all of the expenditure on otherwise sustainable spend (e.g. sustainable aviation fuel usage per 6.19 technical
screening criteria). The Group considers that the definitions of the OpEx KPI, when considering the Turnover KPI, does
not reflect the economic reality of operating a taxonomy-aligned asset. For instance, all Turnover associated with the
operation of a taxonomy-aligned aircraft meet the definition of the Turnover KPI, however, the costs associated with
operating that aircraft are limited to the above.
The OpEx KPI is reconciled to Total Operating Expenditure per the consolidated income statement as follows:
FY25
€m
FY24
€m
Maintenance, materials and repairs
476
415
Total taxonomy OpEx (denominator)
476
415
Other operating expenses outside the scope of EU Taxonomy Regulation
11,915
10,968
Total Operating Expenses
12,391
11,383
The numerator for the OpEx KPI is maintenance, material and repairs as noted in the consolidated income statement
on page 266. The following table provides a summary of taxonomy-eligible and taxonomy-aligned OpEx by major
economic activity, both as absolute figures (being the numerator) and as a percentage of the denominator:
FY25 Eligible
FY25 Aligned
€m
% of denominator
€m
% of denominator
Passenger and freight air transport
476
100%
-
0%
Total taxonomy-eligible/aligned OpEx
476
100%
-
0%
Ryanair has assessed compliance towards minimum safeguards and DNSH criteria and concluded that for FY25,
it did not meet all the criteria set by the Taxonomy. Therefore, Ryanair did not proceed to determine its Taxonomy-
aligned OpEx for FY25.
63
RYANAIR GROUP ANNUAL REPORT 2025
Financial Year N
FY25
Sustainable contribution criteria
DNSH criteria (“Does Not Significantly Harm”)
Economic Activities
–
Code
Turnover
Proportion of
Turnover FY25
Climate
change
Mitigation
Climate
change
Adaptation
Water
Pollution
Circular
Economy
Biodiversity
Climate
change
Mitigation
Climate
change
Adaptation
Water
Pollution
Circular
Economy
Biodiversity
Minimum
safeguards
Proportion of
Taxonomy-
aligned (A.1)
or eligible
(A.2) Turnover,
FY24
Category
(enabling
activity)
Category
(transitional
activity)
Currency
€m
%
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A.Taxonomy –
Eligible Activities
A1. Environmentally
sustainable activities
(Taxonomy-aligned)
Turnover of
environmentally
sustainable activities
(Taxonomy-aligned)
(A.1)
0
0%
0%
0%
Of which enabling
0
0%
0%
0%
E
Of which tansitional
0
0%
0%
0%
T
A.2. Taxonomy-eligible but not
environmentally sustainable
activities (not Taxonomy-aligned activities)
Passenger and
freight air transport
6.19
13,949
100%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
100%
Turnover of
Taxonomy-
eligible but not
environmentally
sustainable activities
(not Taxonomy-
aligned activities)
(A.2)
13,949
100%
100%
0%
0%
0%
0%
0%
100%
A. Turnover of
Taxonomy-eligible
activities (A.1+A.2)
13,949
100%
100%
0%
0%
0%
0%
0%
100%
B.Taxonomy –
Non-Eligible Activities
Turnover of
taxonomy non-
eligible activities
0
0%
Total (A + B)
13,949
100%
Table 9 – Turnover - proportion of turnover from products or services associated with taxonomy-aligned economic activities – FY25
64
RYANAIR GROUP ANNUAL REPORT 2025
Financial Year N
FY25
Sustainable contribution criteria
DNSH criteria (“Does Not Significantly Harm”)
Economic Activities
–
Code
CapEx
Proportion of
CapEx FY25
Climate
change
Mitigation
Climate
change
Adaptation
Water
Pollution
Circular
Economy
Biodiversity
Climate
change
Mitigation
Climate
change
Adaptation
Water
Pollution
Circular
Economy
Biodiversity
Minimum
safeguards
Proportion of
Taxonomy-
aligned (A.1)
or eligible
(A.2) CapEx,
FY24
Category
(enabling
activity)
Category
(transitional
activity)
Currency
€m
%
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A.Taxonomy –
Eligible Activities
A1. Environmentally
sustainable activities
(Taxonomy-aligned)
CapEx of
environmentally
sustainable activities
(Taxonomy-aligned)
(A.1)
0
0%
0%
0%
Of which enabling
0
0%
0%
0%
E
Of which tansitional
0
0%
0%
0%
T
A2. Taxonomy-eligible but not
environmentally sustainable
activities (not Taxonomy-aligned activities)
Passenger and
freight air transport
6.19
1,175
94%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
95%
CapEx of Taxonomy-
eligible but not
environmentally
sustainable activities
(not Taxonomy-
aligned activities)
(A.2)
1,175
94%
94%
0%
0%
0%
0%
0%
95%
A. CapEx of
Taxonomy-eligible
activities (A.1+A.2)
1,175
94%
94%
0%
0%
0%
0%
0%
95%
B.Taxonomy –
Non-Eligible Activities
CapEx of taxonomy
non-eligible activities
76
6%
Total (A + B)
1,251
100%
Table 10 – CapEx - proportion of capex from products or services associated with taxonomy-aligned economic activities – FY25
65
RYANAIR GROUP ANNUAL REPORT 2025
Financial Year N
FY25
Sustainable contribution criteria
DNSH criteria (“Does Not Significantly Harm”)
Economic Activities
–
Code
OpEx
Proportion of
OpEx FY25
Climate
change
Mitigation
Climate
change
Adaptation
Water
Pollution
Circular
Economy
Biodiversity
Climate
change
Mitigation
Climate
change
Adaptation
Water
Pollution
Circular
Economy
Biodiversity
Minimum
safeguards
Proportion
of Taxonomy
aligned (A.1)
or -eligible
(A.2) OpEx,
FY24
Category
(enabling
activity)
Category
(transitional
activity)
Currency
€ million
%
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y;N;
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A.Taxonomy –
Eligible Activities
A1. Environmentally
sustainable activities
(Taxonomy-aligned)
OpEx of
environmentally
sustainable activities
(Taxonomy-aligned)
(A.1)
0
0%
0%
0%
Of which enabling
0
0%
0%
0%
E
Of which tansitional
0
0%
0%
0%
T
A2. Taxonomy-eligible but not
environmentally sustainable
activities (not Taxonomy-aligned activities)
Passenger and
freight air transport
6.19
476
100%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
100%
OpEx of Taxonomy-
eligible but not
environmentally
sustainable activities
(not Taxonomy-
aligned activities)
(A.2)
476
100%
100%
0%
0%
0%
0%
0%
100%
A. OpEx of
Taxonomy-eligible
activities (A.1+A.2)
476
100%
100%
0%
0%
0%
0%
0%
100%
B.Taxonomy –
Non-Eligible Activities
OpEx of taxonomy
non-eligible activities
0
0%
Total (A + B)
476
100%
Table 11 – OpEx - proportion of OpEx from products or services associated with taxonomy-aligned economic activities – FY25
66
RYANAIR GROUP ANNUAL REPORT 2025
Policy
IRO nr
Topics addressed
Description of key contents
Scope of policy
Accountable for
implementation
Internationally recognised
instruments
Availability
Group’s
Environmental
Policy (2024)
E1-IRO1
E1-IRO2
E1-IRO3
E1-IRO4
E1-IRO5
E1-IRO6
E1-IRO7
E1-IRO8
E1-IRO9
E1-IRO10
E1-IRO11
E1-IRO12
E1-IRO13
E1-IRO14
E2-IRO15
E5-IRO16
The key topics this
Policy addresses have
been influenced by
the Group’s DMA and
focuses on the IROs
identified as part of the
DMA, namely:
•
Climate Change
Adaptation
•
Climate Change
Mitigation
•
Energy
•
Pollution of Air
•
Resources Inflows
(focused on
resource scarcity
as it relates to jet
fuel)
The Group’s Environmental
Policy (2024) outlines
its strategy to manage
environmental IROs and
achieve emission reductions
through it’s ‘Pathway to Net
Zero’.
The Pathway is made up of
four pillars:
1.
Technological
and Operational
Improvements.
2.
SAF.
3.
Single European Sky
Initiative.
4.
Carbon offsetting
and other economic
measures.
All Group entities,
airline operators,
locations, and
offices.
•
Board of Directors
•
Audit Committee
•
Sustainability Committee
•
Sustainability Team
•
European Commission’s MRV for
aviation non-CO2 emissions
•
European Union’s and UK’s ETS
•
CORSIA
•
EU Taxonomy disclosures
•
TCFD
•
CDP
Publicly &
Internally
1. Impact, risk, and opportunity management
Table 12 – Policies related to environmental topics: climate change mitigation and adaptation, energy, pollution and circular economy/resource use.
Note: External and internal stakeholders’ views were considered when drafting this Policy and such views were shared as part of the Group’s DMA. Insights were also gathered through other stakeholder forums,
including the Group’s Corporate Governance Forum, trade association engagement, legislator engagement and other forms of stakeholder engagement. For more information on the involvement of management
in the policy, please refer to the “Sustainability Governance” section.
67
RYANAIR GROUP ANNUAL REPORT 2025
IRO nr
Value chain
Decarbonisation
levers
Action(s) reporting year
Resource Allocated
E1-IRO1
E1-IRO2
E1-IRO3
E1-IRO4
E1-IRO5
E1-IRO6
E1-IRO8
E1-IRO9
E1-IRO10
E1-IRO11
E1-IRO12
E1-IRO13
E1-IRO14
E2-IRO15
E5-IRO16
Own Operations
Sustainable
Transportation
1.
To date, the Group has retrofitted over 50% of the Boeing 737-800NG fleet with
split scimitar winglets. This technology improves fuel efficiency by approx. 1.5%,
reduces noise by over 6% and decreases NOX emissions by 8%. (E1-IRO1, E1-
IRO4, E1-IRO13, E1-IRO14, E2-IRO15, E5-IRO16)
2.
The Group previously (including during FY25) offered customers the option to
offset carbon emissions from their flight. (E1-IRO2)
3.
The Group took delivery of 30 Boeing 737-8200 “Gamechanger” aircraft in the
year. This increases the fleet size to 176 at year end. These aircraft carry 4% more
passengers but burn 16% less fuel, reduce emissions by 16% and are up to 50%
quieter. (E1-IRO4, E1-IRO8, E1-IRO10, E2-IRO15)
4.
The Group took steps to improve the Landing Take Off (“LTO”) cycle efficiency,
including operating 80% of flights on Single Engine Taxi In (“SETI”) and using
Continuous Decent Approach (“CDA”) on 78% of flights. (E1-IRO4, E1-IRO5, E1-
IRO8, E2-IRO15)
5.
The Group agreed deals for a 2% SAF blend at EU and UK airports. (E1-IRO4, E1-
IRO8, E1-IRO10, E1-IRO11, E1-IRO12, E2-IRO15, E5-IRO16)
6.
The Group has extended its partnership and support for the Sustainable Aviation
Research Centre at TCD for a further 5 years, until to 2030 (E1-IRO12, E1-IRO9)
7.
The Group continues to use dynamic flight plans to respond rapidly to avoid
potential weather events. (E1-IRO3, E1-IRO6)
1.
The Group invested in 30 new,
more fuel-efficient Boeing 737-
8200 “Gamechanger” aircraft.
(E1-IRO9, E1-IRO10, E1-IRO13,
E1-IRO14, E5-IRO16)
2.
The Group is procuring a 2% SAF
blend on fuel uplifts at EU and
UK airports since January 2025.
(E1-IRO8, E1-IRO13, E2-IRO15,
E5-IRO16)
3.
Since 2021, the Group has made
a €1.5m donation to fund the
Group’s Sustainable Aviation
Research Centre at TCD. (E1-
IRO12, E1-IRO9)
E1-IRO7
E1-IRO12
Upstream/
Downstream
Sustainable
Transportation
1.
The Group initiated an EU-wide petition calling on the EU to protect overflights in
the event of ATC strike action with over 2 million signatures, submitted to the EU
Commission. (E1-IRO7, E1-IRO12)
E1-IRO7
E5-IRO16
Upstream/
Downstream
Supply Chain
Engagement
1.
The Group continues to encourage ground handlers to increase their electric
equipment usage across airport locations. (E1-IRO7, E5-IRO16)
E1-IRO2
E1-IRO10
E2-IRO15
Upstream/
Downstream
Customer Concern
1.
With a fuel efficiency of 64 grams of CO2 per passenger/ kilometre (“pax/km”), the
Group is a leader in the industry for fuel efficiency. (E1-IRO2, E1-IRO10, E2-IRO15)
Table 13 – Actions and resources for the reporting year
Actions and resources in relation to climate change policies
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RYANAIR GROUP ANNUAL REPORT 2025
IRO nr
Value chain
Decarbonisation levers
Future Action(s)
Resource Allocated
E1-IRO1
E1-IRO2
E1-IRO4
E1-IRO5
E1-IRO6
E1-IRO8
E1-IRO9
E1-IRO10
E1-IRO11
E1-IRO12
E2-IRO15
E5-IRO16
Own Operations
Sustainable Transportation
1.
The Group has bi-lateral agreements in place with a number of SAF suppliers such
as Shell, OMV, ENI, and Repsol. These agreements allow the Group to access SAF at
key airport locations and will help the Group meet its target of 12.5% SAF usage by
2030. By using SAF, GHG and non-GHG emissions will decrease which will reduce ETS
and CORSIA compliance costs. (E1-IRO4, E1-IRO8, E1-IRO10, E1-IRO11, E2-IRO15,
E5-IRO16)
2.
The Group has extended its partnership and support for the Sustainable Aviation
Research Centre at TCD for a further 5 years, to 2030 (E1-IRO12, E1-IRO9 , E2-IRO15).
The scope of the Centre has been expanded to examine aviation non-CO2 emissions,
with an aim of understanding and developing predictive tools for contrail formation
and the development of an internationally recognised methodology that supports the
predictions of Nitrogen Oxide (“NOx”), Sulphur Oxides (“SOx”) and soot particles.
3.
The Group will continue to invest in new technologies to be more fuel efficient and
deliver ongoing operational cost savings. (E1-IRO1, E1-IRO2, E1-IRO4, E1-IRO5, E2-
IRO15, E1-IRO12, E5-IRO16)
4.
The Group has committed to renewing its fleet with up to 300 new Boeing 737 MAX-
10s in the fleet by the end of FY34 while retiring older aircraft. (E1-IRO1)
5.
The Group continues to be one of the most fuel-efficient major EU airlines. The change
in legislation to remove EU ETS allowances in 2024 is less impactful on the Group
than on other less efficient airlines. This presents a competitive advantage whereby
the cost gap between the Group and competitors operating on similar routes widens.
The Group has the lowest cost per passenger of any major European airline, giving
it a significant competitive advantage. This, coupled with its leadership in carbon
reduction, ensures that the Group’s fares will typically be the lowest in the market, a
key competitive advantage over higher cost airlines. (E1- IRO4, E1-IRO5, E1-IRO6,
E5-IRO16)
1.
The Group has committed to invest
in new, more fuel-efficient aircraft.
(E1-IRO9, E1-IRO10, E5-IRO16).
2.
The Group will make a further
€2.5m donation (€4m total) to fund
the Ryanair Sustainable Aviation
Research Centre at TCD over the
next 5 years. (E1-IRO12, E1-IRO9).
E1-IRO7
E1-IRO13
E5-IRO16
Upstream/
Downstream
Supply Chain Engagement
1.
The Group will continue to be opportunistic and engages a wide range of fuel suppliers
to manage developments by switching supply lines should constraints/disruptions
arise. The Group continues to be the lowest cost operator which is a key competitive
advantage over higher cost airlines/ forms of transport (E1- IRO7, E1-IRO13, E5-
IRO16)
Table 14 – Actions and resources for the future
Note: For more information on the Group’s CapEx spent implementing actions, please refer to Note 2 to the financial statements on page 282. There is no significant, out of course spend, associated with
implementing actions to grow opportunities or mitigate material risks or negative impacts. Ryanair does not have any investments in coal, oil and gas-related economic activities. The Group’s purchase of 30
Boeing 737-8200 “Gamechanger” aircraft in FY25 are considered taxonomy eligible. There has been no taxonomy alignment in the current fiscal year.
69
RYANAIR GROUP ANNUAL REPORT 2025
2. Metrics and Targets
Targets related to climate change mitigation and adaptation, pollution and resource use
The Group’s emission intensity is targeted to reduce by 27% by 2031 in line with limiting the average global increase
in temperatures to 1.5°C. The Group had this target validated by SBTi in FY25.
The Group’s Environmental Policy (2024) commits the Group to what the Board and management believe are
ambitious future environmental targets, building on impressive achievements to date, including commitments to
address climate change, and the priorities and policies which will allow the Group to continue to lower CO2 emission
intensity. The Group’s reduction targets are included in Table 15 below.
Stakeholders have been involved in target setting for each material sustainability matter through the views and inputs
obtained through the DMA (page 38) and through the interests and view of stakeholders (page 50).
Table 15 – Targets set by the group to measure actions to address IROs
Material IRO’s addressed
Target
E1-IRO1
E1-IRO3
E1-IRO5
E1-IRO8
E1-IRO10
Net Zero emissions by 2050 (from base year 2021)
E1-IRO2
E1-IRO4
E1-IRO5
E1-IRO6
E1-IRO9
48g CO2 pax/km by 2031 (c.27% reduction from base year 2023)
E1-IRO13
E1-IRO14
Scope 2 absolute emission reduction of 35% by 2030
E1-IRO7
E1-IRO13
Non-fuel scope 3 emissions reductions of 50% by 2030
E1-IRO8
E1-IRO9
E1-IRO10
E1-IRO11
E1-IRO12
E5-IRO16
Use a 12.5% SAF blend across flights by 2030.
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RYANAIR GROUP ANNUAL REPORT 2025
Target Type
Target Detail
Target
Base
Year
Target
Year
Pathway
Field
Target Objective
Indicator
Performance in
FY25
Performance to
date
Absolute
(Scope 1
MtCO2e)
Net Zero
emissions
by 2050
(from base
year 2021)
2021
2050
Technological Improvements.
32% of carbon emission reduction
targets came from technological
and operational improvements.
Fleet Renewal
210 Boeing 737-8200s
and up to 300 Boeing
737 MAX-10s in the fleet
by FY34 while retiring
older aircraft.
Number of latest
generation aircraft
in the fleet (Boeing
737-8200s and
Boeing 737 MAX-
10s)
30 Boeing 737-
8200s introduced
to fleet in FY25.
176 Boeing 737-
8200s delivered to
March 31, 2025.
New Technologies
Fit scimitar winglets on
409 Boeing 737-800NG
fleet by 2026 to save up
to 1.5% fuel.
Number of Boeing
737-800NG
retrofitted with
Scimitar Winglets
c. 102 retrofit in
the year
>50% of Boeing
737-800NG’s
retrofitted to date.
LTO cycle efficiency
Continue to operate
SETI at 100% of airports
where taxi time permits.
Use CDA on flights
where air traffic
management allows.
% of flights that
operate SETI
% of flights that use
CDA
80%
78%
Operated 80% of
flights on SETI
Used CDA on 78%
of Flights
Table 16 – The Group’s GHG emission targets
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RYANAIR GROUP ANNUAL REPORT 2025
Target Type
Target Detail
Target
Base
Year
Target
Year
Pathway
Field
Target Objective
Indicator
Performance in
FY25
Performance to
date
SAF
Use of alternative
fuels (low carbon
product)
Power 12.5% of flights using SAF
by 2030.
Obtain sufficient SAF quantities in
line with EU mandates post 2030.
Help scale SAF production through
the funding of research into
feedstocks and certification.
Support the Group Sustainable
Aviation Research Centre at TCD
in its research into sustainable
aviation.
% of SAF used
0.4%
80% of 2030 goal
secured.
Uplifted SAF as part
of mandates at EU
and UK airports.
Committed to
supporting the
Sustainable
Aviation Research
Centre at TCD for a
further 5 years (to
2030).
Single European Sky
Initiative
In-flight efficiency
10% of reduction in emissions
with the introduction of the Single
European Sky initiative.
Successfully lobby the European
Commission and European
countries to liberalise airspace to
facilitate a Single European Sky.
Introduction of the
Single European
Skies, resulting in
a 10% reduction in
emissions.
N/A
EU wide petition,
calling on the EU to
protect overflights
in the event of ATC
strike action with
over 2m signatures,
submitted to EU
Commission.
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RYANAIR GROUP ANNUAL REPORT 2025
Target Type
Target Detail
Target Base
Year
Target
Year
Pathway
Field
Target Objective
Indicator
Performance in
FY25
Performance to
date
Carbon Removals
Removal Projects
24% of emission reduction
target to occur with offsetting
and other economic measures.
Achieve net zero emissions
by 2050 through progressive
offsetting and removal projects.
% emissions offset
The Group offered
customers the
option to offset
carbon emissions
from their flight.
The Group is
monitoring
developments in
relation to CORSIA
and will procure
projects to be
retired in line with
legislation.
Absolute
(Scope 2
Market Based
MtCO2e)
Scope 2
absolute
emission
reduction of
35%
FY22
(Base Year
emissions:
3,717 mt)
2030
Energy Efficiency
Renewable Energy
Reduce Scope 2 emissions by
35% by 2030.
# tonnes Scope
2 emissions % of
green energy used
Certified Green
electricity used in
Dublin Buildings
and in our hangars
in Seville, Stansted,
and Vienna.
The Group
continues to use
green electricity
across different
Group locations.
Absolute
(Scope 3)
Scope 3
(non-fuel)
absolute
emission
reduction of
50%
FY22
(Base Year
emissions:
192,970 mt)
2030
Energy Efficiency
Vehicle Electrification
Non-Fuel scope 3 absolute
emission reduction of 50% by
2030
# of e-turnarounds
In FY25, a new
ground handling
partnership
with 'Skytanking
Aviation' was
agreed, who use
electric equipment
at certain
locations.
Continued
encouragement of
ground handlers to
increase electric
equipment usage.
Note: Group’s targets in relation to Resource Use are centred on increasing the Group’s use of SAF. The Group will only procure SAF that complies with Annex IX of Renewable Energy Directive (RED II).
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RYANAIR GROUP ANNUAL REPORT 2025
Table 17 – The Group’s Emission Intensity
Emission intensity (Grams of CO2e per PAX/km)
FY25
Scope 1
64.9
Scope 2
0.0
Scope 3 (category 3)
13.5
In aviation, emission intensity is measured by CO2 per PAX/km. The above metrics includes conversion of other GHG
emissions (methane and nitrous oxide) into CO2. In FY25, the Group’s Scope 1 CO2 per PAX/km, excluding these other
emissions was 64 grams.
SBTi Targets
In FY25, the Group’s gCO2 PAX/km target (48g CO2 per PAX /km by 2031) was validated by the Science Based Targets
initiative (“SBTi”) – the preeminent corporate climate organisation that standardises the setting of GHG emission
reduction targets and confirms alignment to a limiting of global average temperature increases to 1.5°C. Achieving
this target will mean that the Group will have reduced its carbon intensity by c.27% from a 2023 baseline (66g CO2
per PAX/km).
Group’s contributions to achieve reduction targets
The Group’s emission intensity is targeted to reduce by 27% by 2031. The reduction in emission intensity is driven
through fleet renewal, improved operational efficiency and increased use of SAF.
The SBTi Aviation Pathway only covers Scope 1 Jet A1 Kerosene and Scope 3.3 Fuel related activities which covers
99% of the Group’s emissions inventory. The Group’s intensity target is set in line with SBTi guidance and excludes
non-fuel emissions (Scope 1 Natural Gas, Scope 2 – electricity, all Scope 3 emissions categories apart from Scope
3 – cat 3 – Fuel and energy related activities).
SAF (50% of the 27% intensity reduction)
SAF avoids the generation of new carbon emissions from fossil fuels and minimises global warming. Rather than
being refined from petroleum, SAF is produced from sustainable sources like waste oils (from biological origin),
agricultural residues or non-fossil CO2. SAF can reduce lifecycle GHG emissions by up to 80%. The Group has a public
target that 12.5% of jet fuel use in 2030 is from SAF expecting to result in an effective reduction in carbon intensity
of 13.5% compared to a 2023 baseline.
The EU wide ReFuel EU Aviation mandates require jet fuel suppliers to use a 20% SAF blend by 2035. As such, the
Group expects, following discussions with our key fuel suppliers, that there will be sufficient excess SAF supply in the
market as jet fuel producers scale up to this 20% mandate level.
SAF is produced using renewable feedstock, such as biomass, waste, or CO2, instead of the fossil-based feedstock
used for conventional petroleum jet fuels. Lifecycle GHG emissions, also known as the carbon intensity (“CI”) of
petroleum jet fuels, are estimated at 84.5 gCO2e/MJ, of which 87% is combustion emissions. On the other hand,
biomass derived SAFs have low Cis compared to petroleum jet fuels, primarily because carbon emissions from
combustion of biomass and SAFs released during fuel production and fuel combustion are offset by carbon uptake
during biomass growth.
Fleet Renewal (23% of the 27% intensity reduction)
The Group is renewing its fleet through the future delivery of the Boeing 737-8200 and Boeing 737 MAX-10 aircraft
(collectively Boeing 737-MAX). These new aircraft deliver enhanced efficiency, improved environmental performance
incorporating advanced technology winglets and efficient engines, reduce fuel use and emissions by up to 20%
compared to the aircraft it replaces. The Group has a 210 order from Boeing for Boeing 737-8200 latest technology
aircraft, with 176 received to the end of March 2025. Additionally, over the period from 2027 to 2033, the Group is
contracted to receive up to 300 of the Boeing 737 MAX-10 aircraft.
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RYANAIR GROUP ANNUAL REPORT 2025
Operational Measures (27% of the 27% intensity reduction)
Air Traffic Management (“ATM”) Reform
Enhancement to ATM will reduce carbon and non-CO2 emissions. A standard, more efficient, ATM process would
result in a meaningful reduction in carbon emissions and bring us closer to our goal of net-zero carbon emissions
by 2050. The Group has been a long-time advocate of the “Single European Sky”. The European Aviation net zero
feasibility study, “Destination 2050” identified the potential savings from ATM reform.
SBTi Progress
In FY25, the Group’s CO2 intensity reduced by 2ppts relative to the 2023 base year.
Energy Consumption and Mix
The Group’s approach to energy usage is governed by the Group’s Environmental Policy (2024). The Policy dictates
the Group will only procure SAF that complies with Annex IX of Renewable Energy Directive (“RED II”). Through
independent research, supported by the Group, SAF was found to have up to 80% less lifecycle emissions than
kerosene jet fuel.
Regarding non-Jet Fuel energy, at the time of contract renewal, the Group engages with energy providers to procure
certified renewable energy (preferably through Virtual Power Purchasing Agreements (“VPPAs”)), where appropriate
and economical, in the quantities needed to meet the Group’s Scope 2 emissions goals. The Group’s total energy
consumption is represented in Table 18.
Table 18 – The Group’s Energy Consumption Mix
Energy consumption and mix
FY25
1.
Fuel consumption from coal and coal products (MWh)
-
2.
Fuel consumption from crude oil and petroleum products (MWh)
67,056,005
3.
Fuel consumption from natural gas (MWh)
9,383
4.
Fuel consumption from other fossil sources (MWh)
1,796
5.
Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (MWh)
7,756
6.
Total fossil energy consumption (MWh) (calculated as the sum of lines 1 to 5)
67,074,940
7.
Consumption from nuclear sources
-
Share of fossil sources in total energy consumption (%)
100%
8.
Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste of
biologic origin, biogas, renewable hydrogen, etc.) (MWh)
319,503
9.
Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh)
3,267
10. The consumption of self-generated non-fuel renewable energy (MWh)
-
11. Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10)
322,770
Share of renewable sources in total energy consumption (%)
0%
Total energy consumption (MWh) (calculated as the sum of lines 6, and 11)
67,397,710
The Group does not produce any energy on site but is a consumer of other energy producers.
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RYANAIR GROUP ANNUAL REPORT 2025
Energy intensity based on net revenue
The Group’s total energy consumption per net revenue is 4.8 KWh/€. Table 19 below includes net revenue by activities
in high climate sector and taxonomy. Net revenue used as the denominator in the GHG emission intensity calculation is
equal to total net revenue reported in the fiscal year 2025 Consolidated Financial Statements.
GHG Intensity based on net revenue.
While grams of CO2 per revenue passenger km is the industry’s preferred way to measure carbon intensity, as the Group
operates in a high climate impact sector (aviation), it is required to disclose the GHG total emissions per net revenue.
The Group does not believe this to be a fair (or appropriate) metric for the aviation industry as it rewards high cost, high
fare airlines while punishing low cost, energy efficient airlines. In FY25, this was 1,441 MtCO2e/€m (Location Based) and
1,441 MtCO2e/€m (Market Based).
Table 19 – The Group’s net revenue in relation to taxonomy revenue
€’M
Net revenue from activities in high climate impact sectors used to calculate energy
intensity
13,949
Taxonomy Net revenue
13,949
Total net revenue (Financial statements)
13,949
The Group has specified the “aviation sector” as part of determining the energy intensity disclosure required.
Gross Scopes 1, 2, 3 and total GHG emissions
The Group has prepared its GHG emissions statement for FY25, in accordance with the World Resources Institute and
World Business Council for Sustainable Development’s GHG Protocol standards and guidance (collectively, the GHG
Protocol):
•
Scope 1 emissions have been prepared in accordance with the GHG Protocol Corporate Accounting and Reporting
Standard (revised edition).
•
Scope 2 emissions have been prepared in accordance with the GHG Protocol Scope 2 Guidance: An amendment
to the GHG Protocol Corporate Standard.
•
To the extent presented, Scope 3 emissions have been prepared in accordance with the GHG Protocol Corporate
Value Chain (Scope 3) Accounting and Reporting Standard.
The below table lists the Gross Carbon dioxide equivalent (“CO2e”) of the Group’s operations. For detailed information
on methodologies for each metric, please refer to the “Methodologies” section.
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RYANAIR GROUP ANNUAL REPORT 2025
Table 20 – Carbon dioxide equivalent (CO2e) of the Group’s operations (in tonnes)
Retrospective
Milestones and Target Years
Scopes
Base Year
FY25
2025
2030
2050
Annual % target
v. base year
Scope 1
Total Scope 1 Emissions
16,536,228
Percentage of Scope 1 GHG emissions from regulated ETS
89%
Scope 2
Market Based
2,834
Location Based
2,824
Total Scope 1 & 2 Emissions (Market)
16,539,062
Total Scope 1 & 2 Emissions (Location)
16,539,052
Scope 3
Category 1: Purchased Goods & Services
1,687
Category 2: Capital Goods
18,863
Category 3: Fuel and energy related activities
3,443,268
Category 4: Upstream Transportation and Distribution
13,011
Category 5: Waste generated in operations
95
Category 6: Business Travel
1,370
Category 7: Employee Commuting
33,252
Category 8: Upstream Leased Assets
4,095
Category 9: Downstream transportation
N/A
Category 10: Processing of Sold Products
N/A
Category 11: Use of Sold Products
42,366
Category 12: End of life treatment of sold products
N/A
Category 13: Downstream leased assets
N/A
Category 14: Franchises
N/A
Category 15: Investments
N/A
Total Scope 3 Emission
3,558,006
Total
Total emissions (Market Based)
20,097,067
Total emissions (Location Based)
20,097,058
Biogenic CO2 (Scope 1)
7,782
There were no biogenic emissions in Scope 2 or Scope 3.
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RYANAIR GROUP ANNUAL REPORT 2025
The Group has not set a 2030 Scope 1 absolute target, rather, the Group is focused on achieving the SBTi aligned
emission intensity target for 2031.
Table 21 below provides a full breakdown of what GHG emissions are included in the assessment of Scope 1 and 2
emissions.
Table 21 – List of GHG emissions included in the assessment of Scope 1 and 2 emissions (in tCO2e).
Greenhouse Gases
Scope 1
Scope 2
(location based)
Scope 2
(market based)
%
Carbon dioxide (CO2)
16,386,934
2,795
2,805
99%
Methane (CH4)
11,421
12
12
0%
Nitrous oxide (N2O)
137,873
17
17
1%
Hydrofluorocarbons (HFCs)
-
-
-
-
Perfluorocarbons (PFC)
-
-
-
-
Sulphur hexafluoride (SF6)
-
-
-
-
Nitrogen trifluoride (NF3)
-
-
-
-
Note: The Group is reporting on consolidated basis.
GHG removals and GHG mitigation projects financed through carbon credits
The Group’s Approach to Offsetting and Other Economic Measures
On current projections, to achieve its Net Zero target, approximately 24% of the Group’s emissions in 2050 will be offset.
While the Group recognise that offsetting is not a long-term solution, either financially or environmentally, much of the
Group’s climate ambition is dependent on a number of factors, many of them outside its control. Therefore, the Group
may have to continue offsetting beyond 2050. This will be done as a last resort. For more information on net-zero and
reduction targets please refer to the “Targets related to climate change mitigation and adaptation” section.
The Group does not rely on carbon offsetting to achieve its SBTi verified targets.
In FY25, the Group did not develop its own carbon offsetting projects or contribute to any offsetting projects in its
upstream or downstream value chain.
EU & UK Emissions Trading Schemes
Intra-European flights are required to adhere to the EU and UK ETS whereby emissions on these flights are subject
to the Cap-and-Trade scheme. c.89% of the Group’s flights are in scope for ETS and the remainder is subject to the
CORSIA.
CORSIA
The flights not covered by an ETS scheme (c.11% in FY25) largely fall under the CORSIA.
The flights under the scope of CORSIA are required to offset any growth in CO2 emissions above a 2019 baseline (85%
of 2019 levels). The Group is not required to offset under CORSIA until 2027 and SAF can be used to reduce airline
offsetting requirements, through the use of CORSIA Eligible Fuels.
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RYANAIR GROUP ANNUAL REPORT 2025
Offsetting projects
In prior years (including during FY25), the Group offered its customers the opportunity to offset emissions through
its Customer Offset Scheme. Projects supported by the Group directly and with contributions from the offsetting
scheme include the methane capture and electricity production in Bulgaria, the Kartaldagi wind power plant project
in Turkey and distribution of cookstoves in Nepal (all Gold Standard projects).
Additionally, the Group supports reforestation in Portugal – through the sponsoring of the Monchique project which
follows the Conservation Standard accreditation.
To maintain the Gold standard accreditations, each project must demonstrate additionality (i.e., the project would not
have occurred without the incentive provided by carbon credit revenues) and prove carbon leakage (i.e., the increase
in GHG emissions in one country as a result of an emissions reduction by a second country with stricter climate
change mitigation policies) does not occur. Each project is required to provide an assessment of the validity of the
original/current baseline and update of the baseline at the renewal of the crediting period. Credits for the above
projects are purchased retrospectively and are cancelled upon purchase.
Table 22 – GHG removals
Removals
FY25
Methodologies
GHG Removal activity 1 (ex. Forest restoration)
0
Total GHG removals from own operations (tCO2eq)
0
GHG Removal activity 2 (ex. Direct air capture)
0
Total GHG removals in the upstream and downstream value chain
(tCO2eq)
9,437
Label Bas-Carbone méthode
Boisement
Carbon credits
Carbon credits planned to be cancelled in the future and cancelled this reporting year are disclosed in the tables
below (Table 23 and Table 24):
Table 23 – Carbon credits planned to be cancelled in the future
Carbon credits planned to be cancelled in the future
Amount until (period)
Total (tCO2eq)
40,728
Table 24 – Carbon credits cancelled in the reporting year (FY25)
Carbon credits cancelled in the reporting year
FY25
Total (tCO2eq)
296,559
Share from removal projects (%)
3%
Share from reduction projects (%)
97%
Gold standard (%)
97%
Label Bas-Carbone méthode Boisement (%)
3%
Reversals
0
Share from projects within the EU (%)
47%
Share of carbon credits that qualify as corresponding adjustments (%)
0%
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Internal carbon pricing
As part of the Group’s forecasting and budgetary processes, carbon pricing is a key consideration in determining the
merits of new fuel efficiency (Scope 1 emission reduction) projects. Recent examples where internal carbon pricing was
applied include:
•
fleet renewal/purchasing;
•
the use of new technology software to reduce fuel burn;
•
the retrofit of the Boeing 737-800NG fleet with split scimitar winglets; and
•
the uplift of SAF.
As c.89% of flights are in scope for an ETS scheme, the ETS price is the most applicable carbon price and is the price
used internally as part of decision making. This price traded in a range of c.€60 – €85 per CO2 tonne in FY25.
The Group applies a singular uniform carbon price as part of the decision-making process across all group airlines and
regardless of decision type.
Price determination
Intra-European flights are required to adhere to the ETS whereby emissions on these flights are subject to the Cap and
trade scheme. As c.89% of the Group flights are in scope for ETS, the ETS price is the most effective carbon price and
is the price used internally as part of decision making. The Group expects pricing to change in line with changes in the
EU ETS and UK ETS pricing schemes. Additionally, should the Group’s exposures change to such an extent that ETS is
not the dominant carbon pricing mechanism (e.g., CORSIA pricing becomes more prevalent), the Group will evolve it’s
pricing approach.
The internal Group price of carbon will change in line with changes in the market pricing of ETS.
100% of Scope 1 and Scope 3 (category 3) emissions are covered by the Group’s internal carbon pricing scheme.
Table 25 – Price determination metrics
Types of internal carbon prices
Volume at stake
(tCO2eq)
Prices applied (€/tCO2eq)
Methodology/ Perimeter
description
CapEx shadow price
18,863
€60 - €85
Volume reflects emissions
associated with new
aircraft purchases
Internal carbon fee or fund
19,978,881
€60 - €85
Volume reflects emissions
from aircraft (Scope 1 and
Scope 3 – Category 3)
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RYANAIR GROUP ANNUAL REPORT 2025
ESRS E2 – POLLUTION
1. Impact, risk, and opportunity management
Table 26 – E2 – Pollution
Pollution of air
E2-IRO15
Negative Impact
Own Operations
Short-term
Ryanair have a negative impact on the environment due to air
pollution from non-GHG emissions (e.g., nitrous oxides)
The Group does not have a key dependency on communities within its operations as per the output of the DMA.
Further research is required to better understand the impact on communities from non-GHG emissions.
Policies related to pollution
The Group Environmental Policy (2024) sets out the guidelines the Group will strive towards to achieve our Pathway
to Net Zero. One of the key topics this Policy addresses have been identified through the Group’s DMA and focuses
on the IROs identified as part of the DMA, namely:
•
Pollution of Air
For detailed information on the Group Environmental Policy (2024), please refer to Table 12 on page 66.
Actions and resources related to pollution
For detailed information on pollution-related actions, please refer to Table 13, “Actions and resources for the reporting
year” on page 67. The areas outlined in this table primary relate to actions to reduce fuel consumption which in turn
can result in lower air pollutants being released.
From January 2025, the Group is required to take part in the EU’s MRV of non-CO2 effects. The Group will monitor and
submit data to the relevant competent authorities annually in this regard. When further research has been performed,
and the exact role that aviation’s non-GHG emissions have in climate change is established, an action plan will be
developed to address the issue. However, most steps will be out of the control of the Group.
2. Metrics and targets
Targets related to pollution.
The Group has not set any specific non-GHG reduction targets. The Group will track the effectiveness of the policy
measures undertaken by monitoring policy outcomes from the European Commission in relation to pricing of non-
GHG emissions.
Air pollutants
The main environmental contributions from non-GHG emissions in aviation come from the formation of persistent
contrails and particularly the resulting aviation-induced clouds, as well as from the chemical atmospheric reactions
driven by NOx emissions. While the scientific understanding of the climate impact of NOx has evolved over the last
decade, the confidence level on the magnitude of the impact remains low. Flying also produces other various non-
GHG effects, including sulphur dioxide (“SO2”), water vapour, soot and aerosols.
The pollutants listed in Annex II of Regulation (EC) No 166/2006 of the European Parliament and of the Council
deemed as relevant are:
•
Carbon monoxide (“CO”);
•
Nitrogen oxides (“NOₓ”);
•
Sulphur oxides (“SOₓ”)/ SO2;
•
Particulate matter (“PM10”); and
•
Non-methane volatile organic compounds (“NMVOCs”) (including Benzene, Ethylbenzene, Toluene, Xylene).
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RYANAIR GROUP ANNUAL REPORT 2025
Even though NMVOCs are produced as part of the exhaust of emissions of aircraft engines, as cited by the European
Environment Agency (“EEA”) (2023) it is recognized that very few experiments have analysed the exhaust gas
from aircraft turbines in detail. As these pollutants are not included in the EEA’s calculator methodology, as well
as acknowledging aforementioned challenges related to measurement of NMVOCs, and relatively smaller share of
these pollutants (in comparison to other such as CO2), calculation of the associated emissions for these species was
not included.
Table 27 – Air pollutants specific loads
Amount (mt)
Carbon monoxide
16,989
Nitrogen oxides
77,366
Sulphur oxides
4,391
Particulate matter
549
Methodologies and assumptions
Flight emissions are dependent on a number of factors, including times in mode, fuel flow rates, and emission indices in
these different modes. Current practices rely on estimation of aircraft emissions in the LTO cycle using the ICAO Engine
Exhaust Emissions Databank (which assumes constant values of thrust settings, times in mode, fuel flow rates and
emission indices for the different phases of the LTO cycle) and the EEA’s calculator, which factors in these assumptions
for the calculation.
In the estimation of air pollutants, master emission calculator (Annex 1) to EEA’s Guidebook (2023) was used. The
calculator estimates the fuel consumption and the corresponding emissions for a large number of aircraft types for
different stage lengths and with an LTO cycle based on ICAO and European average time assumed. The methodology
factors in aircraft specific LTO emission factors and average emission factors for the climb, cruise, and decent
phase, which are embedded in the calculation model. This calculation is not validated by an external body. The use
of representative emission factors may contribute to ‘uncertainty’. It is difficult to calculate a quantitative uncertainty
estimate.
Note: The Group identified no material risks or opportunities in its DMA related to pollution.
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ESRS E5 - RESOURCE USE AND CIRCULAR ECONOMY
1. Impact, risk, and opportunity management
Table 28 – Resource Inflows including Resource Use and Circular Economy related IROs
Resource Inflows including Resource Use
E5-IRO16
Risk
Own Operations
Medium-term
It is possible the Group’s activities may be disrupted due to
resource scarcity, specifically in relation to jet fuel.
Policies related to resource use and circular economy
The Group’s Environmental Policy (2024) (“Policy”) sets out the guidelines the Group will strive towards to achieve
our environmental goals including the efficient use of resources. The key topics this Policy addresses have been
influenced by Group’s DMA and focuses on the IROs identified as part of the DMA, namely:
•
Resources inflows (focused on resource scarcity as it relates to jet fuel).
The Policy notes the Group’s use of newer more fuel-efficient technologies which reduce the Group’s requirements
on conventional (fossil) aviation fuels. Additionally, the Policy notes the Group’s plans to increase SAF usage. For
detailed information on the Group’s Environmental Policy (2024), please refer to Table 12 on page 66.
Actions and resources related to resource use and circular economy
Jet fuel is subject to wide price fluctuations because of many economic and political factors and events occurring
throughout the world that the Group can neither control nor accurately predict. The events include increases in
demand, sudden disruptions in supply and other concerns about global supply, as well as market speculation.
The Group has a strong relationship with multiple jet fuel suppliers and conducts an annual tender with each of its jet
fuel suppliers. As part of the tender process, the security of supply is assessed.
The Group has a strategy for increased fuel efficiency (in line with SBTi target), as well as increased deployment of
SAF. SAF is defined as renewable or waste-derived aviation fuels that meets sustainability criteria. They can be made
from, depending on the pathway and feedstocks, renewable biomass, and waste resources. The Group’s objective is
to only procure SAF that complies with Annex IX of RED II.
For more information on resource use related actions, please refer to Table 13 , “Actions and resources in relation to
climate change policies”, page 67.
2. Metrics and targets
Targets related to resource use and circular economy
For detail on how the Group set up its resource use targets, please refer to Table 15 on page 69.
These targets focus on the minimisation of primary raw material and sustainable sourcing (i.e. improving fuel
efficiency and reducing reliance on conventional aviation jet fuel). The targets do not focus on increasing circular
product design, or material use rate or waste management (no waste hierarchy applicable).
Resource inflows
Resource inflows are the raw materials used by a company and it was found to be material as part of the DMA. The
Group’s most material resource inflow is jet fuel. The total consumption of jet fuel is outlined in the table below.
The Group will also continue to increase its use of SAF. From January 2025, the ReFuel EU and UK SAF blending
mandates (2% blend) became applicable. Research has shown that SAF can reduce the mass and number of soot
particles emitted, which in turn could potentially decrease the lifetime of contrail cirrus clouds. SAFs typically have
a lower aromatics content than conventional jet fuel and could also provide benefits related to local air quality at
airports.
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Table 29 includes information related to products sustainably sourced, reused or recycled.
Table 29 – Products sustainably sourced, reused or recycled
Tonnes (‘000’s)
Total weight of products
5,227
% Sustainably Sourced
0%
Weight of secondary products
25
% of secondary products
0%
Methodologies and assumptions
The Group determines jet fuel usage based on a combination of on-board measurement equipment and invoices from
jet fuel suppliers.
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ESRS S1 – OWN WORKFORCE
1. Impact, risk, and opportunity management
Table 30 – Own Workforce IROs
Working Conditions
S1-IRO17
Positive Impact
Own Operations
Long-term
The Group’s prioritisation of the safety and security of our people
through a comprehensive and robust safety management system
and extensive & safety training.
S1-IRO18
Risk
Own Operations
Short-term
The possibility of occupational accidents occurring if the Group’s
health and safety standards are not adhered to.
S1-IRO19
Risk
Own Operations
Short-term
The potential increase in operational costs if the Group and our
unions do not cooperate on issues that lead to strikes and other
disruptions.
S1-IRO20
Opportunity
Own Operations
Short-term
Collective bargaining allows us to manage workforce related
issues (most notably in respect of flight crew who represent the
biggest proportion of our people) in a timely manner and fosters
positive employee and employee representative relationships.
Efficiencies realised from this could drive positive financial
opportunities for the business, and help to reduce costs associated
with litigation action, and/or employee attrition.
S1-IRO21
Positive Impact
Own Operations
Short-term
The Group delivers a positive impact to employees through the
provision of secure employment. Whilst complying with relevant
regulations, secure employment also benefits employees by
promoting well-being, increasing productivity, improved job
satisfaction and drives career development.
S1-IRO22
Positive Impact
Own Operations
Medium-term
The Group provides for a positive work-life balance, through the
implementation of the Group’s various workforce-related policies
including annual leave and flexible working.
Equal treatment and opportunities for all
S1-IRO23
Positive Impact
Own Operations
Medium-term
The Group promotes an inclusive working environment including
having a Gender, Diversity & Inclusion Committee that helps
promote and supports diversity initiatives throughout the Group.
S1-IRO24
Positive Impact
Own Operations
Medium-term
The Group creates an inclusive and fair working environment by
enforcing its Non-Discrimination Policy (2025).
S1-IRO25
Positive Impact
Own Operations
Medium-term
The Group offers excellent training and promotional opportunities
to help upskill our people and assist with their career development.
This includes training of cadets, pilots, cabin crew and engineers.
S1-IRO26
Opportunity
Own Operations
Medium-term
The Group can increase its productivity and ensure continued high
quality through its training and development programme.
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RYANAIR GROUP ANNUAL REPORT 2025
Material IROs and their interaction with the Group’s strategy and business model
The Board developed an action plan to address areas for improvement, including forward planning and retention
of an adequate skillset mix within the Board and its Committees while enhancing Board diversity during a period of
refreshment with several long-serving NEDs retiring in FY25 and FY26. The Group’s Human Resources (“HR”) team
are responsible for day-to-day workforce management. It is responsible for recruitment, training, rostering, industrial
relations, internal communications and the diversity, equality, and inclusion agenda.
The Group’s Scenario Analysis or DMA have not identified any negative impacts on its own workforce that result
from the Group’s work towards its ambitious environmental goals. All positive impacts related to the Group’s own
workforce occur in the Group’s own operations. The Group’s material risks and opportunities concerning collective
bargaining, are associated with the flight crew segment of the workforce. Labor relations could expose the Group
to risk. In December 2017, the Group announced its decision to recognize trade unions for collective bargaining
purposes. Since then, most Group airlines have concluded Collective Labor Agreements (“CLAs”) with trade unions
in key markets. The CLAs concluded to date vary by country but include agreements on recognition, seniority, base
transfers, promotions, pay and rostering arrangements. There may be a push for legacy type working conditions which,
if acceded to, could decrease the productivity of crew, increase costs and have an adverse effect on profitability.
Ryanair Group airlines and their union partners have negotiated multiple CLA’s since 2017. Initial agreements were
reached in 2018 -2019 following the decision to recognize trade unions for collective bargaining. During the Covid
crisis the Company negotiated emergency job protection agreements with unions for temporary pay cuts to avoid
job losses. Pay under these emergency agreements was due to be restored from 2022 to 2025, however Ryanair
concluded agreements with the majority of unions in 2022 which accelerated pay restoration with pay fully restored
by December 2022. Since then the Company has reached long term agreements with pilots and cabin crew in most
major markets that set pay rates and protect the Company’s people productivity model. CLA’s are in place covering
employed pilots and cabin crew in all major markets with agreements typically lasting 3 to 5 years. No agreements
expired in FY25. Whilst these agreements set pay and conditions for the coming years, high inflation in the general
economy, a global recession and a shift in market conditions could lead to unrealistic expectations by trade unions
and excessive pay demands that could lead to labor unrest.
The Group’s employees include aircrew, engineering, ground operations and office staff. For more information on the
Group’s types of employees and non-employees in the workforce, please refer to page 94.
All people in our workforce who could be materially impacted (positively or negatively) by the Group’s activities and
its direct or indirect business relationships are included in the scope of the ESRS 2 disclosures. This understanding
has been developed through ongoing workforce engagement as outlined below. None of the Group’s own workforce
are particularly vulnerable to impacts or are marginalised, and all employees are contractually based in jurisdictions
which are not vulnerable to significant risks of incidents of forced labor or compulsory labor (as defined by its
prevalence in the Global Slavery Index).
Stakeholder Engagement
The Group engages with its stakeholders to incorporate their interests into our policy frameworks. For more information
on our stakeholder engagement please see the “Value chain and stakeholder analysis” section on page 38.
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Policy
IRO
Description of key contents
Scope of policy
Accountable for
implementation
Internationally recognised instruments
Availability
Group’s Safety
Strategy (2025-
2029)
S1-IRO17
S1-IRO18
S1-IRO21
The Group have identified 5 Focus Areas and 14
Strategic Safety Goals which take account of
•
Management of Change
•
Key Operational Risk Areas (“KORAs”)
•
SMS Continuous Improvement
•
Aviation Security
•
Group Operations
All Group employees
and non-employees
in the workforce,
including aircrew,
engineering, ground
operations and office
staff
•
The Group’s Safety
Committee
•
Group’s Chief Risk
Officer
•
Accountable
Managers of each
of the Group’s
Airlines
•
EASA Part 145 and UK CAA
•
Aviation Authority, (including the IAA,
TMCAD Malta, the Polish CAA and the UK
CAA)
•
Category IIIA landings (automatic landings
with minimum horizontal visibility of 200
meters and a 50 feet decision height)
Internally
Publicly
Group’s Freedom
of Association
Policy (2025)
S1-IRO19
S1-IRO20
The Group’s Freedom of Association Policy (2025)
governs its approach to Labor Relations. It sets
out the Company’s commitment to promoting an
open and inclusive workplace. It also sets out the
Company’s recognition and respect of the right
of its people to associate freely, to join or form
part of a trade union and bargain collectively. We
recognize freedom of association for all.
All Group employees
and non-employees
in the workforce,
including aircrew,
engineering, ground
operations and office
staff
•
The Chief People
Officer
ILO Declaration on Fundamental Rights and
Principles at Work, including the ILO declaration
on the freedom of association and the right to
collective bargaining
Internally
Publicly
Group’s Non-
Discrimination
policy (2025)
S1-IRO23
S1-IRO24
The Policy details specific procedures to
prevent and mitigate discrimination, including
how employees can raise issues or file reports
regarding discrimination-related incidents in the
workplace
All Group employees
and non-employees
in the workforce,
including aircrew,
engineering, ground
operations and office
staff
•
The Chief People
Officer
The non-discrimination policy (2025) is in line
with Article 1 of the Universal Declaration of
Human Rights, all of our people are born free and
equal in dignity and rights.
The Group adheres to the ILO conventions on
discrimination and the policy is aligned with this.
We do not note alignment with other policies
such as “UN Guiding principles on Business and
Human Rights” and “The OECD Guidelines for
Multinational enterprise” despite the overlap in
principles.
Internally
Publicly
Group’s Code of
Conduct (2025)
S1-IRO21
S1-IRO22
S1-IRO25
S1-IRO26
Please refer to the “Business conduct policies and corporate culture” section on page 109.
Table 31 – Policies related to Own Workforce
Note: For more information on the Group’s agreements with worker’s representatives, please refer to the “Collective Labor Agreements (“CLAs”)” section on page 88.
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Safety & Security
The SMS provides for the end-to-end management of the Group’s safety performance and includes processes for
effective information gathering, analysis, audit, and follow-up. To facilitate this oversight, control and supervision, the
Group utilises an online system which is certified to the below standards:
•
ISO 9001:2015;
•
ISO 14001:2015;
•
ISO 27001:2013;
•
ISO 45001:2018; and
•
ISO 26000.
The Group has not had a single customer or staff fatality in its 40-year operating history. This is primarily due to
the comprehensive training and the rigorous procedures the Group has in place and the hard work of all colleagues
throughout the Group. Management actively encourages flight crews to report any safety-related issues through the
Safety Reporting system, which is available online. Also available to crew is the Ryanair Confidential Reporting System
(“RCRS”) which affords personnel the opportunity to report directly to Safety Officers any event, error, or discrepancy
in operations that does not fall into the category of a mandatory report required by regulation, and they do not wish
to report through standard reporting channels. The Company uses the de-identified information reported through
all reporting channels to modify training and/or procedures and improve flight operations standards as necessary.
Additionally, the Group promotes the use of CHIRP, a confidential reporting system that is endorsed by the UK CAA as
an alternative confidential reporting channel.
Non-Discrimination and harassment
The Group’s Non-Discrimination policy (2025) focuses on the importance of equality, diversity, and the elimination
of discrimination irrespective of gender, age, disability, ethnic or racial origin, religion, belief, or sexual orientation.
The policy referenced above also details specific procedures to prevent and mitigate discrimination, including how
employees can raise issues or file reports regarding discrimination-related incidents in the workplace to the HR
department who will investigate the allegation in full and take corrective action as it deems warranted under the
circumstances.
Human Rights
As noted in the Group’s Code of Business & Ethics (2025), specifically the Slavery and Human Right Trafficking
Statement, the Group does not tolerate any infringement of human rights, including the use of forced, compulsory
or trafficked labor, or anyone held in slavery or servitude (whether adults or children) in any part of the business or
supply chain.
Annual training on the Group’s Code of Business Conduct and Ethics (2025) takes place. Reporting mechanisms and
other information on can be found in the “Business conduct policies and corporate culture” on page 109.
Processes for engaging with own workforce and workers’ representatives about impacts
Workforce engagement
The Chief People Officer has operational responsibility to ensure that workforce engagement occurs. Additionally, a
NED is appointed to oversee Workforce Engagement. This NED attends Workforce Engagement consultation panels
across the workforce and brings the feedback from these sessions back to the Board. This ensures that our people’s
voice is considered in Board decision making.
These consultation panels are held with workforce representatives from across the network, including pilots, cabin
crew, engineering, ground operations, office support and Labs teams. The mix of attendees at each panel discussion
(held with each group annually), provide valuable insights into the working conditions of our people.
The Group assesses the effectiveness of workforce engagement based on the valuable insights gained as part of the
workforce engagement consultation panel discussions.
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As noted earlier, Eamonn Brennan is the NED with oversight of workforce engagement. The Board includes Workforce
Engagement as an agenda item at least quarterly. During FY25, Eamonn Brennan (as Workforce Engagement NED)
built upon previous panel engagements and hosted several panel discussions with various teams including our cabin
crew, engineers, ground ops, Labs team, office support staff and pilots. The mix of those in attendance at each of the
panel discussions provided valuable insights into the working life of our people. Suggestions made at various panel
discussions have subsequently been incorporated by the Group, including improvements to operational planning,
staff travel and staff benefits. Eamonn Brennan reported to the Board on workforce engagement at least quarterly
during FY25.
Regular meetings are held with union committees where updates are shared. The union committees have the
opportunity to discuss any issues raised by their members. Generally, the unions will submit an agenda in advance of
the meeting setting out the topics they wish to discuss. Such topics are typically addressed during the meeting and/
or through correspondence.
Collective Labor Agreements (“CLAs”)
CLAs cover a number of areas including pay, benefits, working hours, roster, annual leave, promotions, transfers
and other important topics. 97% of the Group’s pilots and cabin crew are covered by long term CLAs. For CSRD
reporting purposes, the Group expanded the boundary of this metric to now include all employees (which includes
administration and ground crew). This is reported in the “Collective bargaining coverage and social dialogue” section
below.
CLAs are negotiated by HR, relevant Line Managers as well as the workforce representatives and union officials.
These negotiated CLAs demonstrate effective and positive engagement between the Group, its union partners, and
its employees.
Collective bargaining constitutes a material opportunity for the Group, as it enables the Group to address issues
raised by employees and agree long term CLA’s with employee groups. These in turn provide security and stability on
pay and working conditions for the employees covered.
The Group’s employees not covered by union CLAs can be represented by Employee Relations Committees (“ERCs”).
An ERC includes a group of representatives, selected by employees (not represented by trade unions) in a specific
department, which meets management to discuss any issues. ERCs allow groups which have chosen not to be
represented by trade unions to negotiate with management and raise issues on behalf of their colleagues. These
meetings allow the Group to provide important Company updates and identify any emerging issues.
Processes to remediate negative impacts and channels for own workers to raise concerns
Remediation and channels to raise concerns.
During the DMA exercise, the Group did not identify any material negative impacts related to own workforce. However,
the Group has identified certain processes that help prevent potential material negative impacts from arising (e.g.
Grievance Procedure).
Employees can make a report of a concern of whistleblowing internally. For more information on specific channels for
raising whistleblowing-related concerns, and the policies in place to protect individuals or workers’ representatives
that use these channels against retaliation please refer to “ESRS G1 Business Conduct” on page 108.
HR track emerging trends and patterns brought to their attention within specific markets through a dedicated helpdesk
for staff to contact internal departments across the network. This allows HR to get an insight of the employees’
queries and concerns which may also be addressed in subsequent representation meetings or through management
communication on other initiatives. The Group also hosts regular forums with relevant personnel to provide Company
updates, updates specific to the country the team operates in and allows our people to ask questions of management.
For information on the Group’s specific channel to report safety-related concerns and how the Group tracks and
monitors such issues raised, please refer to the “Safety & Security” section on page 87.
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RYANAIR GROUP ANNUAL REPORT 2025
The Group’s grievance procedure provides its people with an accessible process to address work related problems
or issues. The full grievance procedure is listed in the “Group’s Rough Guide” (an onboarding document), which
is provided to all new joiners, and which is accessible to all employees working within the Group via the internal
company platform fleethub. This procedure ensures that issues are resolved in a prompt, consistent and fair manner.
The Group ensures that employees are made aware of these structures to raise concerns by incorporating the CBCE
into the induction process. At-risk functions are offered training on the CBCE and the Policy annually. Training is
provided to at-risk functions at least annually, and to all new employees in at risk functions on joining the Group
to maintain up to date knowledge on the Group’s business conduct compliance programme. In the context of the
CBCE, at-risk functions are defined as people managers, as well as members of the Finance, Commercial, Legal
and HR teams, the Executive Team and Board members. The volume of reports on the channels are an indicator
that staff trust the process/channels and have no reservations in reporting anything they see fit, please see the
“Whistleblowing” section for more information on page 113.
Taking action on material impacts on own workforce and approaches to managing material risks and pursuing
material opportunities related to own workforce, and effectiveness of those actions.
Actions and metrics to manage IROs
Please note that during the DMA exercise, the Group did not identify any material negative impacts. As such, no
actions are disclosed in relation to the remedy/mitigation or prevention of material negative impacts.
To deliver positive impacts, mitigate risks and pursue opportunities for its own workforce, including aircrew,
engineering, ground operations and office staff the Group has taken the following actions (see Table 32), all of which
are carried out continuously, and intended to be completed on a short-term basis.
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Table 32 – Actions related to Own Workforce
IRO
Value Chain
Action(s) to improve social outcomes, mitigate risks and
pursue opportunities
Expected Outcome
Tracking effectiveness
Metrics
S1-IRO17
S1-IRO18
Own
Operations
1.
As part of the unwavering commitment to safety, the Group continues to invest in and
develop its SMS to ensure it is robust and facilitates the Group’s goal of continuous
improvement. This system provides a platform for end-to-end management of our
safety and operational processes and includes processes for effective documentation,
information gathering and audit.
2.
The Group will continue to build on its achievements which include: the safe introduction
of the Boeing 737-8200 “Gamechanger” into our fleet; the successful roll out of the
Group’s Aircraft Communication Addressing and Reporting System (“ACARS”); and the
successful launch of a new safety communications app to our pilots. Internal staff safety
surveys are carried out to help identify potential aviation safety and/or security issues
before they arise.
3.
The Group also has a rigorous procedure in place to review any incidents and accidents
that do occur. The Group take on board any learnings the Group can and implement them
into the Group’s SOPs when appropriate. Our pilots and cabin crew are required to receive
safety and emergency procedures training every 12 months.
4.
Although the Group seeks to maintain its fleet in a cost-effective manner, management
does not extend the Group’s low-cost operating strategy to the areas of safety,
maintenance, training, or quality assurance.
The Group will
maintain its robust
safety processes.
The Group Safety & Security
Committee reviews and discusses
air safety and security performance.
Health and safety
metrics
Table 39 – page
96.
S1-IRO19
S1-IRO20
Own
Operations
1.
To avoid the risk of industrial action, the Group holds regular meetings with recognised
trade unions to discuss matters raised by employees via our union committees and
negotiate long term collective agreements. Some industrial action is inevitable in a
unionised environment.
2.
The Group’s employees not covered by CLAs are represented by ERCs. An ERC includes
a group of representatives, selected by employees (not represented by trade unions) in a
specific department, which meets management to discuss any issues. These meetings
allow the Group to provide important company updates and act as an early warning for
any emerging negative issues.
The Group will
minimise industrial
action.
The Group assesses the
effectiveness of workforce
engagement based on the valuable
insights gained as part of the
workforce engagement consultation
panel discussions.
Collective
bargaining
coverage and
social dialogue
Table 37 – page
95.
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RYANAIR GROUP ANNUAL REPORT 2025
IRO
Value Chain
Action(s) to improve social outcomes, mitigate risks and
pursue opportunities
Expected Outcome
Tracking effectiveness
Metrics
S1-IRO21
Own
Operations
1.
The Group’s employees are covered by social protection through State programmes in
the relevant jurisdictions the Group operate from.
2.
All countries with Group base operations provide appropriate legislated family related
leave entitlements. The Group’s employees are entitled to annual leave as set by
European and national legislation (at a minimum) as well as applicable CLAs.
The HR & rostering systems
track statutory leave to ensure
entitlements are delivered.
Characteristics
of undertakings
employees
Table 33 – page 93.
S1-IRO22
Own
Operations
1.
The Group prioritises work-life balance through the roster pattern of its workforce. Pilots
typically work 5 days on 4 days off fixed roster and cabin crew work 5 days on and 3 days
off fixed roster. These roster patterns give crew stability and planned time off.
2.
Cabin Crew and Pilots (who represent the majority of the Group’s own workforce) are
covered by strict Flight Time Limitations (“FTLs”), meaning they cannot fly in excess
of 900 hours per calendar year (which equates to approximately 17 hours per week).
Annually, pilots benefit from an average of 162 off days, whilst cabin crew benefit from
an average of 135 off days in addition to applicable annual leave entitlements.
3.
The Group offer crew and pilots the opportunity to work flexi-rosters including early or
late duties only and part-time rosters. Depending on operational requirements across
the network, flight crew have an opportunity to benefit from extra time off on our roster.
Voluntary time off (“VTO”) becomes available at short notice via the Group’s Connect
App.
4.
Flight crew are notified of VTO available in their bases, and voluntarily choose to accept
this additional time off. The introduction of VTO has allowed crew more flexibility in their
working lives.
5.
The Group has a number of employees across its engineering, ground operations and
office locations who work on fixed shift patterns with the remainder of colleagues
working the standard 5 days on 2 days off.
6.
A hybrid remote working arrangement is also available for the majority of office-based
colleagues.
The Group will
continue to
prioritise its
workforce’s work-
life balance.
Please refer to the “Remediation
and channels to raise concerns”
section, page 88
Adequate wages
– page 95.
Characteristics
of undertakings
employees
Table 33 – page 93
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RYANAIR GROUP ANNUAL REPORT 2025
IRO
Value Chain
Action(s) to improve social outcomes, mitigate risks and
pursue opportunities
Expected Outcome
Tracking effectiveness
Metrics
S1-IRO23
S1-IRO24
Own
Operations
1.
One of the Group’s challenges, along with all other airlines, is the low female
representation in the pilot cohort. In fact, only 11% of 2024 pilot applicants were
female. To address this, the Group launched a Zero Limits campaign in FY24 as part of
International Women’s Day (“IWD”) to address the lack of visible role models for young
women who may consider a career in aviation. A number of female students from across
Ireland and the UK were invited to attend talks to hear inspirational stories and receive
advice from the Group’s female role models across all departments. The students were
also given the opportunity to take a tour of the State of-the-Art Airline Flight Academy in
Dublin and meet with female pilots to learn tips on how they can embark on an academic
and professional journey within the aviation industry.
2.
The Group is an official partner with Trinity Centre for People with Intellectual Disabilities
(“TCPID”). The TCPID provides people who have intellectual disabilities with the
opportunity to participate in a higher education programme designed to enhance our
capacity to fully participate in society as independent adult through work placements.
The aim of the course is to give students a route to third level education and access to a
work environment.
The Group will
continue to increase
the visibility of
female aviation
roles.
The Group tracks and assesses
the effectiveness of these actions
based on any complaints received
in relation to a lack of workforce
diversity.
Characteristics
of undertakings
employees
Table 33 – page 93.
Diversity metrics
Table 38– page 95.
Incidents,
complaints and
severe human rights
impacts
Table 40 – page 96.
Remuneration
metrics
page 96.
S1-IRO25
S1-IRO26
Own
Operations
1.
At 31 March, 2025, the Group owned and operated 10 state of the art, fixed base
simulators as well as 9 Boeing 737-800NG, 9 Boeing 737-8200 and 1 A320 full flight
simulators for pilot training.
2.
In FY25, the Group expanded its East Midlands Training Centre by acquiring a second
facility allowing for additional capacity across both facilities. In FY25, the Group took
delivery of 1 Boeing 737-8200 full flight simulator at the East Midlands Training Centre.
This investment is incurred in the normal course of business.
The Group will
continue to invest in
crew training.
Please refer to the “Workforce
engagement” section, page 87.
The Group will
report on ‘Training
and skills’ metrics
from FY26 (post
phase-in provision)
Note: There is no significant, out of course spend, associated with implementing actions to grow opportunities or mitigate material risks.
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2. Metrics and targets
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks
and opportunities.
Ryanair monitors the effectiveness of its social policies through various measures, as detailed in the Actions section.
Progress is assessed annually, using indicators outlined in this section.
The Group is not disclosing information on targets (as required per ESRS S1-5) as the Group has chosen not to set
any specific targets regarding workforce IROs at this time. This approach allows the Group flexibility to explore
opportunities and respond quickly to the needs of the Group. This approach is reviewed annually.
Characteristics of the undertaking’s employees
The Group has prepared its workforce related data for FY25, with reference to best practice, the definitions provided
under the CSRD and leveraging other, long-established conventions. The Group has compiled the data using its HR
records.
Table 33 – Employee headcount by gender as at March 31, 2025
Gender
Number of employees
Male
16,028
Female
9,923
Other
1
Not reported
0
Total employees
25,952
See Note 17 to the consolidated financial statements which also details headcount.
Table 34 – Employee headcount as at March 31, 2025, in countries the Group has at least 50 employees representing at least 10% of its total
number of employees
Country
Number of employees
Spain
8,445
United Kingdom
3,954
Italy
3,245
Ireland
2,941
Other
7,367
Total employees
25,952
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Table 35 – Information on employees by contract type, broken down by gender as at March 31, 2025
FY25 Employee Headcount
Female
Male
Other / Not disclosed
Total
Number of employees
9,923
16,028
1
25,952
Number of permanent
employees
8,734
14,453
1
23,188
Number of temporary
employees
1,189
1,575
0
2,764
Number of full-time
employees
8,552
13,318
1
21,871
Number of part-time
employees
1,371
2,710
0
4,081
In FY25, Ryanair did not employ any workers on non-guaranteed-hours contracts.
Table 36 – Information on Staff Turnover as at March 31, 2025
Staff Turnover (Number)
5,602
% of Staff Turnover
22%
The majority of turnover relates to seasonal workers in ground handling operations.
Methodologies and Assumptions
The Group bases its estimates and methodologies on historical experience, available information, and various other
assumptions that it believes to be reasonable. For more information, please refer to the “Methodologies” section,
page 118. The Group has prepared its workforce related data for the year ended March 31, 2025, with reference
to best practice, the definitions provided under the CSRD and leveraging other, long-established conventions. To
categorise its workforce, it has applied the following definitions:
•
Employee – An individual who is in an employment relationship with the Group according to national law or
practice:
•
a member of staff who is employed directly by the Group and who is paid directly by the Group.
•
Non-employees – both individual contractors supplying labor to the Group (“self-employed people”) and people
provided by the Group primarily engaged in “employment activities”:
•
someone who is employed directly by the Group but is paid through an agency or self-employed.
•
someone who is not employed directly by the Group but the company the Group works for has an exclusive
contract with the Group and salaries are listed on the invoice.
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Collective bargaining coverage and social dialogue
For more information on collective bargaining agreements, please refer to “Policies related to Own Workforce”
section, page 86. Ryanair engages employee groups at a national level but no formal agreements are in place which
were negotiated through European Works Council, Societas Europaea (“SE”) Works Councils or Societas Cooperativa
Europaea (“SCE”) Works Councils. 84% of the Group’s employees are covered by collective bargaining agreements.
Below is an additional presentation of coverage by collective bargaining agreements and workers’ representatives for
EEA countries with significant employment (i.e. >10% of the total workforce).
Table 37 – Collective Bargaining Coverage / Social Dialogue
Collective Bargaining Coverage
Social dialogue
Collective Bargaining Coverage Rate
Employees EEA
Workplace representation (EEA only)
0-19%
20-39%
40-59%
Ireland
60-79%
80-100%
Spain; Italy
Spain; Italy; Ireland
Diversity metrics
Table 38 – Gender distribution and age distribution in number and percentage
Distribution
Gender
Top management level
Percentage
Employee head count
Percentage
<30 years old
Female
-
0%
5,765
47%
Male
-
6,360
Other / Not Reported
-
-
30-50 years old
Female
1
50%
3,935
47%
Male
4
8,356
Other / Not Reported
-
1
>50 years old
Female
1
50%
221
6%
Male
4
1,304
Other / Not Reported
-
-
Adequate wages
The Group complies with all applicable national and European employment legislation including minimum wage and
social benefit schemes. All employees are paid an adequate wage in line with this.
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Health and safety metrics
Table 39 – Health and Safety Coverage metrics
Health and Safety Coverage
FY25
Percentage of employees who are covered by the undertaking’s health and SMS system based on legal requirements
and/or recognised standards or guidelines (head count basis)
100%
Number of fatalities of employees as a result of work-related injuries and work-related ill health
-
Number of fatalities as result of work-related ill health of other workers working on undertaking’s sites
-
Number of recordable work-related accidents of employees
497
Rate of recordable work-related accidents of employees
10
Incidents, complaints and severe human rights impacts
Table 40 – Incidents, complaints and severe human rights impacts
Incidents/complaints related to human rights
FY25
Total number of substantiated incidents of discrimination, including harassment, reported in the reporting period
-
Number of complaints filed through channels for people in the Group workforce to raise concerns (including grievance
mechanisms) and, where applicable, to the National Contact Points for OECD Multinational Enterprises excluding those
already reported in the first row above
46
Total amount of fines, penalties, and compensation for damages as a result of the incidents and complaints relating
to incidents of discrimination or harassment, and a reconciliation of such monetary amounts disclosed with the most
relevant amount presented in the financial statements
-
Number of severe human rights incidents connected to the undertaking’s workforce in the reporting period, including an
indication of how many of these are cases of non-respect of the UN Guiding Principles on Business and Human Rights,
ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises. If no
such incidents have occurred, the undertaking shall state this
-
Total amount of fines, penalties and compensation for damages for any cases of severe human rights incidents (forced
labor, human trafficking or child labor), and a reconciliation of the monetary amounts disclosed in the most relevant
amount in the financial statements.
-
The data has been collated based on records and complaints brought to the attention of the HR department. There
were 13 allegations of discrimination made in FY25. Following investigation, none were deemed to be founded.
Further information of the Group’s disclosure process is outlined in Table 47 – Business conduct policies and
corporate culture (on page 109).
No severe human rights incidents connected to the entity’s workforce have occurred in the reporting period.
Remuneration metrics
The Group is an equal opportunity employer and is proud to employ the thousands of aviation professionals (both
male and female) who work hard to deliver exceptional service and Europe’s lowest fares to its customers. Our Pilots
and Cabin Crew are covered by negotiated agreements, under which our female employees are paid the same pay
rates as their male colleagues.
The gender pay gap is 51% while the annual total remuneration ratio of the Group CEO to the median annual total
remuneration is 1:142. This figure does not represent unequal pay but rather gender imbalance, and all airlines are
materially affected by the low proportion of females who choose to enter the Pilot profession and the low proportion
of men who choose careers as cabin crew.
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Assumptions / Methodology
The gender pay gap looks at the difference between the average pay of all men and all women across the whole
business, regardless of job type or seniority. It is calculated as the difference between the average pay of female
employees and male employees, expressed as a percentage of the average pay of male employees. ‘Pay’ means
gross annual pay and the corresponding gross hourly pay.
The annual total remuneration ratio is the ratio between the remuneration of the highest paid individual in the Group
and the median remuneration.
Data underlying metrics is for Ryanair DAC only. Excluding Group CEO pay, the information is based on a preparation
date of end June, 2024. See page 118 for more details on Methodologies.
Actions to reduce Gender Pay Gap
The Group continue in our commitment to gradually increase the proportion of female pilots in the aviation industry
through our social media campaigns and numerous initiatives including female representation at Pilot career
promotion and recruitment events. Additionally, the Group will continue to ensure that all hiring practices are inclusive,
promote diversity and are gender neutral.
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ESRS S4 – CONSUMERS AND END-USERS
1. Impact, risk, and opportunity management
Table 41 – Consumers and End Users IROs
Information-related impacts for consumers and/or end-user
S4-IRO27
Risk
Downstream
Medium-term
The possibility of fines and increased operating costs due to the
Group’s accidental loss or misuse of customer information.
S4-IRO28
Negative Impact
Downstream
Medium-term
Customer’s personal information could be leaked if the Group does
not maintain adequate processes, systems and safeguards (e.g.,
firewalls and encryption).
S4-IRO29
Positive Impact
Downstream
Medium-term
The Group has a positive impact on the lifestyle of customers
through the provision of safe, affordable, reliable, and accessible
flights at competitive prices across an extensive number
of locations. The service enables customers to access new
destinations safely and responsibly.
Personal safety of consumers and end users
S4-IRO30
Positive Impact
Downstream
Medium-term
Maintaining a high level of health and safety.
S4-IRO31
Risk
Downstream
Medium-term
The reputational and operational impact of severe and/or fatal
accidents to passengers caused by the Group’s or its suppliers
actions.
Material IROs and their interaction with our strategy and business model
The Group’s customers subject to “material impacts by its own operations or through its value chain” are defined as
‘passengers’.
The impacts related to the Group’s passengers arise in the Group’s downstream value chain. With the exception of the
potential of accidents occurring as a result of supplier negligence, all other potential impacts would arise as a result
of the Group’s own activities. The Group’s services have the potential to negatively impact on passenger’s privacy
rights and data protection. All material risks identified are integrated into the ERM with further detail disclosed in the
“Risk Factors” section, page 164. Positive impacts on the Group’s passengers arise through the provision of safe,
affordable, reliable, and accessible flights at competitive prices across an extensive number of locations.
The Group’s material risks relate to all passengers. There is no expectation of a risk of material adjustment for
accounting purposes in the next reporting period as a result of the risks identified. The Group’s resilience to each of
its negative impacts and risks is detailed throughout this section.
The Board is responsible for overseeing management’s assessment of major risks and there’s a specific function
responsible for current and emerging cybersecurity matters. Regular meetings are held with the Head of Information
Security and the Chief Technology Officer (“CTO”) to provide visibility of major issues and seek alignment with strategy.
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Policy
IRO
Description of key contents
Scope of policy
Accountable for
implementation
Internationally recognised instruments
Availability
Information
Security Policy
(2024)
S4-IRO27
S4-IRO28
The purpose of the Information Security
policy (2024) is to protect the Group’s
information assets and systems
from all threats, whether internal or
external, deliberate or accidental. The
key contents covered by the policy
include end user responsibility, media
movement, clear desk, data disposal,
email, communication and internet,
password management, physical
security, device security, third-party
security, and cloud security.
The Information Security Policy (2024)
applies to networks, systems, processes,
people, and data (including commercial,
employee and customer data) belonging
to the Group or its clients. Networks are
considered all physical, virtual and cloud
networks owned, managed, or used by the
Group. Systems include all hardware (e.g.,
servers, firewalls, etc.), devices (e.g., PCs,
laptops and mobile devices) and software.
Data assets include all physical media and
electronic data formats.
•
Board of Directors
•
CTO
•
Head of
Information
Security
•
Information
Security Team
•
ISO/IEC 27001 Information
Security Management
•
PCI Data Security Standards
•
OWASP
•
SANS Institute
•
National Institute of Standards
and Technology (NIST) – 800-53
Standard
•
Center for Internet Security (CIS)
•
EU General Data Protection
Regulation (“GDPR”)
Internally &
Publicly
Privacy Policy
(2025)
S4-IRO27
S4-IRO28
The Group’s customer data is required
to be processed in accordance with the
Privacy Policy (2025) (which conforms
to the Company Data Protection
Policy approved by the Board) and
in compliance with applicable laws,
including the EU GDPR.
The Group is committed to protecting
customer privacy and takes its
responsibility regarding the security of
customer information very seriously.
The Group’s Data Protection Team
operates with a clear mandate: to mitigate
risks, create a robust framework for data
privacy, and ensure compliance with
applicable laws.
•
Group CLO
•
DPO
•
Data Protection
Team
All personal data is collected and
processed in accordance with EU, UK
and various national data protection
laws as applicable.
•
UK Data Protection Act 2018
•
Irish Data Protection Act 2018
•
EU GDPR
Internally &
Publicly
Group’s Terms
& Conditions of
Carriage
S4-IRO31
As a passenger airline, the Group has a
commitment to treat all its passengers
in accordance with applicable EU
and national legislation. The rights
of passengers that require special
assistance is covered in Article 5 of
these Terms & Conditions
The Group’s Terms & Conditions of
Carriage details the contractual basis
on which the Group’s airlines provide air
transport services to its passengers.
•
Director of
Customer Service
•
Regulation (EC) No 261/2004 of
the European Parliament and of
the Council of February 11, 2004,
establishing common rules on
compensation and assistance to
passengers in the event of denied
boarding and of cancellation or
long delay of flights, and repealing
Regulation (EEC) No 295/91.
•
The Air Passenger Rights and
Air Travel Organisers’ Licensing
(Amendment) (EU Exit)
Regulations 2019.
Publicly
Table 42 – Policies related to Consumers and End-Users
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Policy
IRO
Description of key contents
Scope of policy
Accountable for
implementation
Internationally recognised instruments
Availability
Safety & Security
Strategy (2025 -
2029)
S4-IRO29
S4-IRO30
For information on the Group’s Corporate Safety Strategy policy (2025-2029), please refer to the “Policies related to Own Workforce” section, page 86.
For information on how safety is incorporated in the Group’s Supplier Code of Conduct (2024), please refer to the “Supplier Relationship management” section on page 114.
Non-
discrimination
policy (2025)
S4-IRO31
The Group’s Non-discrimination Policy (2025) sets out that our people must treat everyone fairly, equally and without discrimination irrespective of gender, age, disability,
ethnic or racial origin, religion, belief or sexual orientation. For information on this policy, please refer to page 87.
The Group adheres to the ILO conventions on discrimination and the policy is aligned with this. We do not note alignment with other policies such as “UN Guiding principles
on Business and Human Rights” and “The OECD Guidelines for Multinational enterprise” despite the overlap in principles.
Group’s Code of
Business Conduct
& Ethics (2025)
S4-IRO31
As per the Group’s CBCE, specifically the Slavery and Human Right Trafficking Statement, the Group does not tolerate any infringement of human rights, including the use
of forced, compulsory or trafficked labor, or anyone held in slavery or servitude (whether adults or children) in any part of the business or supply chain. Please note that no
severe human rights issues and incidents connected to the Group’s passengers have been reported. Please refer to the “Business conduct policies and corporate culture”
section, page 109.
Group’s Supplier
Code of Conduct
(2024)
S4-IRO31
A per the Group’s Supplier Code of Conduct (2024), suppliers are expected to respect the Group’s commitment to inclusion, diversity and respect of human rights. For
information on this policy, please refer to the “Business conduct policies and corporate culture” section, page 109.
Notes:
1.
Please refer to General Terms & Conditions of carriage, Article 5 – Special assistance, sub-paragraph 5.2.3. for the Group’s remedy measures for human rights impacts. These terms also outline the process
for recording any complaint or disputes.
2.
The passenger always has the right to make a complaint at any time to a supervisory authority. The Irish Data Protection Commission is one of the lead data protection supervisory authorities for the Group.
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Processes for engaging with consumers and end-users about impacts
The Group is motivated by, and set actions based on, customer feedback. Monthly meetings are held with senior
management to review progress on delivering actions and track our effectiveness on improving the Group’s customer
experience. The Group’s approach to customer engagement is multifaceted and is led by Ryanair’s Director of
Customer Service.
After a successful launch of the “Day of Travel Assistant” in the Group app in FY22, the Group has continued to enhance
the features available through this service, supporting passengers with information on boarding gates, boarding
times, gate closure, updated Expected Time of Departures (“ETDs”) in the event of delays, and videos explaining what
is happening and what to expect next. The Group has an ongoing commitment to improving customer satisfaction
across the customer journey and this is measured by regular post flight customer satisfaction (“CSAT”) surveys and
“mystery-passenger” flights. The Group continues to achieve industry leading results, surpassing internal targets and
improving results year on year.
Every passenger who flies with the Group can rate their flying experience. For information on how the Group engages
with passengers about impacts, please refer to the “Information on the Company” section on page 184. During
FY25, we continued the success of the “We’re Listening” initiative (first launched in 2021) by holding workshops with
panellists representing 10 countries in both Madrid and Dublin. These events help the Group to stay in touch with
our customers’ needs and wants, particularly as the Group continues its self-service journey, and help the Group to
evaluate the new technology it plans to launch and informs management on improvements they need to make to
the website, mobile applications, and customer communications. The Group has delivered a new customer portal in
the customer’s My Ryanair account, allowing customers to interact with the Group through a secure service portal,
providing timely responses to common questions and updates on refunds, claims and queries.
Assessment of passenger engagement
The Group’s CSAT score is the key performance indicator that measures how satisfied our customers are across
every aspect of our flight with us, from booking experience, through to our inflight experience.
The Net Promoter Score (“NPS”) is a market research tool that is based on a single survey question asking respondents
to rate the likelihood that they would recommend a company to a friend or colleagues – Would you recommend the
Group to a friend? Each quarter the Group send a survey to customers to track their overall sentiment towards Ryanair.
This survey is sent to a randomly selected pool of customers who travelled with the Group in the last year. The Group
also run an annual brand ‘benchmark’ NPS tracker which is completed by a third-party research agency and surveys
the Group sentiment to a panel of respondents beyond the Group customer base and assesses our performance
relative to key competitors in each of our top markets.
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Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
Cyber Security
The Group has an incident response plan in place that sets out ways for people throughout the Group to identify,
mitigate the impact of, and effectively deal with data breaches, as well as the Group’s obligation to notify breaches
to the relevant authorities. The plan determines timelines, roles, and responsibilities, placing the Head of Information
Security and the Data Protection Officer (“DPO”) at the centre of it.
The Group carries out Cyber Security Tabletop exercises. This is also a requirement as part of National Institute of
Standards and Technology (“NIST”) Framework engagements. The process is also reviewed as part of our Bi-Annual
NIST Cyber Security Assessment carried out by a 3rd Party (NCC Group).
Contact Centres
The Group has a specialist multinational team of customer service experts dedicated to helping our customers when
things do not go to plan. The Group’s contact centres are its support channels for passenger queries. Passengers
can contact these centres to ask about bookings and raise any issues they may have. The contact centres are also
tasked with dealing with any data management complaints. Any issues raised through the Group’s contact centres
will be treated confidentially and in accordance with all data protection requirements. Passengers can contact any of
the Group’s contact centres through calls, chat, emails, or forms. Details on how to contact us feature prominently on
the Group’s website, its main way of communicating with customers. The contact centres have the aim of answering
all customer queries in as timely and efficient manner as possible. To manage this performance and to monitor and
track effectiveness of these channels, Group management receive daily reports that track all contacts on the Group’s
platforms including daily answer rates, wait time, etc. For passengers wishing to raise a concern with the Group,
contact details are available on the Group’s website.
The Group does not assess whether and how consumers are aware of and trust the channels it has in place for
passengers to raise their concerns or needs, however the volume of engagement on the channels signals that the
Group’s passengers are aware. The Group is subject to the Consumer Protection Act. It contains clauses that discuss
good faith and fair dealing.
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Taking action on material impacts on consumers and end-users, and approaches to managing material risks related to consumers and end-users, and effectiveness
of those activities
To deliver positive impacts for, or mitigate negative impacts and risks to, its passengers, the Group has taken the following actions, all of which are carried out
continuously, and intended to be completed on a short-term basis.
The Group has taken the following actions to prevent, mitigate or remediate the material negative impact that may arise for passengers:
Table 43 – Mechanisms and actions to prevent, mitigate or remediate the negative impact
IRO
Value Chain
Action(s) to prevent, mitigate or remediate social outcomes
Tracking effectiveness
S4-IRO28
Downstream
Ongoing training and awareness:
•
Induction Training: Data protection is woven into the fabric of the Group from day one. During induction training,
relevant colleagues receive comprehensive guidance on data privacy principles, our responsibilities, and the
importance of handling data with care. By instilling this knowledge early on, employees are empowered to
make informed decisions.
•
Recurrent Training: Staying up to date with evolving regulations is crucial. Data protection training is provided
annually. This ensures that everyone remains informed about changes in laws, best practices, and emerging
risks. Whether it is understanding the intricacies of the EU GDPR or learning about specific data handling
scenarios, the Group’s recurrent training keeps our team well-prepared.
•
Tailored Approach: One size does not fit all when it comes to data protection training. The Group’s Data
Protection Team identifies specific groups within the organisation that may require more frequent or
specialised training. Whether it is a department dealing with sensitive customer data or a team handling
employee records, targeted training ensures that everyone understands the nuances relevant to their roles.
Responsible data handling practices
•
Purpose-Limited Processing: Processing data only for valid business purposes is emphasised. Collecting and
retaining data beyond what is necessary not only increases risk but also goes against the principles of data
minimisation. Colleagues are made aware that every piece of data handled must serve a clear purpose.
•
Best-Practice Data Handling: The Group’s Data Protection and Information Security policies ensure that
data handling, including encryption, access controls or transfers, aligns with business ethics’ international
best practice. Chapter 8 of the GDPR details the remedies available to customers if these processes are not
followed.
•
Supplier engagement: As part of the Supplier onboarding process, a Data Protection Risk Assessment is carried
out. If, during the relationship, the supplier has been found to fall below the data protection standards expected,
the Group holds the right to terminate the contract.
•
Reviews and challenges: The Group’s Data Privacy Policy is continuously reviewed by its Customer Service and
Data Protection teams. Changes are reviewed by the Group’s Data Protection Committee before publication.
•
The Group is proactive with cyber security testing,
frequently conducting simulated phishing tests.
Individuals who fail the test are required to undergo
additional training.
•
Audit-Driven Insights: Regular audits conducted
by the Data Protection Team provide valuable
insights. When audit findings highlight areas of
concern or potential risks, the Data Protection Team
responds promptly by providing targeted training.
This proactive approach minimises the risk of
inadvertent breaches and reinforces compliance.
•
It is the Data Protection Team’s responsibility to
track and monitor any privacy issues raised by
the Group’s customers and ensure the correct
processes are followed.
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IRO
Value Chain
Action(s) to prevent, mitigate or remediate social outcomes (continued)
Tracking effectiveness
Assurance for stakeholders
•
Compliance and Transparency: The Group is committed to regulatory compliance. Stakeholders, including
customers, employees, and business partners, need assurance that our data is in safe hands. By adhering
to data protection laws and best practices, trust is built and the Group’s commitment to responsible data
management is demonstrated. Should anyone wish to raise privacy concerns or needs directly, the Group’s
Privacy Policy (2025) on the Group website includes contact details.
•
The Group’s Data Protection Team is responsible for ensuring compliance with data protection regulations; it
also champions privacy rights, educates colleagues, and ensures that it is understood across the Group that
data protection is everyone’s responsibility.
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The Group has taken the following actions to positively contribute to improved social outcomes for passengers:
Table 44 – Actions in place to improve social outcomes
IRO
Value Chain
Action(s)in place to improve social outcomes
Tracking effectiveness
S4-IRO29
Downstream
•
The Group’s management of delays saw the biggest year-on-year improvement (in terms of customer
feedback), driven by better and more timely communications during disruptions through the Day of Travel
feature on the Ryanair App.
•
Efforts across the inflight experience such as improved lighting, new customer announcements on board
and commitment to aircraft appearance and overall ambience, resulted in a significant improvement in the
customer experience.
•
New airport wayfinding and navigation branding alongside new pre-flight communications through our Day of
Travel App contributed to an uplift in satisfaction with our Boarding experience.
•
Updates to our contact centre including interactive voice response and a reduction in centre wait times made a
considerable, positive impact on our customer’s interaction with our Customer Service team.
•
The Group has a specialist multinational team of customer service experts dedicated to helping our customers
when things don’t go to plan. Our customer contact centres work seven days a week, 364 days a year to deliver
the standard of care our customers have come to expect.
For information on how the Group tracks and assesses
the effectiveness of actions to positively contribute
to social outcomes for customers, please refer to the
“Processes for engaging with consumers and end-
users about impacts” section, page 101.
S4- IRO30
Downstream
•
Our pilots and cabin crew are required to receive safety and emergency procedures training every 12 months.
•
Management actively encourages flight crews to report any safety-related issues through the Safety Reporting
system, which is available online. Also available to crew is the Group’s RCRS which affords personnel the
opportunity to report directly to Safety Officers any event, error, or discrepancy in operations that does not fall
into the category of a mandatory report required by regulation, and they do not wish to report through standard
reporting channels.
The Group has not had a single customer or staff
fatality in its 40-year operating history. This is thanks
primarily to the comprehensive training and the
rigorous procedures the Group has in place and the
hard work of all our colleagues throughout the Group.
Assessment of actions
•
The Group developed an incident response plan to manage negative impacts to passengers, for more detail, please refer to the “Processes to remediate negative
impacts and channels for consumers and end-users to raise concerns” section, page 102.
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The Group has taken the following actions to mitigate material risks from arising for passengers:
Table 45 – Actions in place to mitigate material risks
IRO
Value Chain
Action(s)in place to mitigate social risks
Tracking effectiveness
S4-IRO27
Down-stream
•
For information on how the Group uses responsible data handling practices to mitigate material risks, please
refer to Table 43 – “Actions to prevent, mitigate or remediate the negative impact”, page 103.
For information on how the Group tracks and assesses
the effectiveness of actions to positively contribute
to social outcomes for customers, please refer to the
“Processes for engaging with consumers and end-
users about impacts” section, page 101.
S4-IRO31
Down-stream
•
The Group’s has published a Supplier Code of Conduct (2024) that sets out the expectations the Group has for
its suppliers, including health and safety expectations. The Group is reliant on some key suppliers to deliver
a safe and high-quality service. The Group’s key suppliers are subject to routine audit and inspection, control
and oversight. The Group has service level agreements in place that clearly state the standards suppliers are
expected to achieve and maintain. If the supplier is a regulated entity, the Group also leverages the work of the
regulator to identify any issues and as a way to enforce high standards. The Group conducts risk assessments
and appropriate audits with key suppliers to assess compliance with the Supplier Code of Conduct (2024). For
more information on the actions the Group requires suppliers to take to mitigate the risk of a safety incident
from occurring and the resources the Group allocates to the management of this action, please refer to the
“Safety & Security” section.
•
Operating in a highly regulated industry like aviation, the Group welcomes the regulatory oversight and
obligations that it must adhere to. The Group develops an annual safety audit schedule that takes account of
regulatory requirements, additional Group Policies and Procedures, the size of the operation and the safety
performance.
•
For information on the actions taken to mitigate the risk of safety incidents from occurring, and the resources
the Group allocates to the management of this action please refer to the “Actions related to own workforce”
section, page 90.
Actions in place to pursue material opportunities.
The Group have not identified any material opportunities as part of the DMA exercise and therefore have not developed actions to pursue material opportunities.
Resource allocation
There is no significant, out of course spend, associated with implementing actions to grow opportunities or mitigate material risks or negative impacts.
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2. Metrics and targets
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and
opportunities.
Advancing positive impacts on consumers / end users
Ryanair’s CSAT score is the key performance indicator that measures how satisfied our customers are across every
aspect of their flight with us, from booking experience, through to their inflight experience. The Group has a CSAT
target of 85% which is set internally and is reassessed annually. The Group’s FY25 CSAT score was 86% (FY24: 85%).
The Group has chosen not to publicly set any specific targets regarding other consumer/ end user IROs at this time.
This approach allows the Group flexibility to explore opportunities and respond quickly to the needs of the Group.
This approach is kept under review.
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ESRS G1– BUSINESS CONDUCT
1. Impact, risk, and opportunity management
Table 46 – ESRS 2 Corporate Culture, Protection of whistleblowers, suppliers and Corruption and Bribery IROs
Corporate Culture
G1-IRO32
Risk
Own Operations
Short and
Medium-term
The possibility of fines and reputational damage if there is
unethical conduct by the Group’s top management.
Protection of whistleblowers
G1-IRO33
Positive Impact
Own Operations
Medium-term
Complying with laws and outlining a code of conduct protecting
those that make protected disclosures allow employees to speak
up and raise issues
Management of relationships with suppliers including payment practices
G1-IRO34
Risk
Own Operations
Short and
Medium-term
Potential of not fulfilling services due to damaged supplier
relationships resulting from failure to comply with contractual
agreements.
Corruption and Bribery
G1-IRO35
Risk
Own Operations
Short and
Medium-term
The possibility of fines and reputational damage resulting from
breaching anti-corruption and bribery laws.
Material IROs and their interaction with our strategy and business model
Responsible conduct in compliance with legislation is a key element of the Group’s corporate culture and is embedded
in the Group strategy. The Group seeks to reduce the risk of misconduct and to positively influence employee retention
through a responsible corporate culture. Through the protection of whistleblowers and by providing regular training
on anti-corruption, the Group aims to promote transparency and prevent cases of corruption. The Group’s resilience
to material risks identified is detailed throughout this section.
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RYANAIR GROUP ANNUAL REPORT 2025
Policy
IRO
Topics
addressed
Description of key contents
Scope of policy
Accountable for
implementation
Internationally recognised instruments
Availability
Group’s CBCE
(2025)
G1-IRO32
G1-IRO33
G1-IRO34
G1-IRO35
Corporate
Culture
Protection of
Whistleblowers
Corruption and
bribery
The CBCE sets out the
principles that constitute
the Group’s way of doing
business including managing
conflicts of interest and
issues relating to the work
environment.
This CBCE applies and is
addressed to all persons working
for the Group or on the Group’s
behalf in any capacity, including
Directors, whether full-time, part-
time, fixed-term and/or agency
employees or contractors.
•
The Board of Directors
has overall responsibility
for the CBCE.
•
The Group CEO and
management at all
levels of the Group are
responsible for ensuring
adherence to the CBCE.
•
The Internal Audit
team monitor the
implementation of
the CBCE through the
internal audit process.
•
The Group CLO has day-
to-day responsibility for
monitoring and updating
the CBCE.
The Group is committed to conducting
business in an ethical fashion that
complies with all laws and regulations
in the countries in which the Group
operate.
•
EU Whistleblowing Directive
(2019/1937)
•
Protected Disclosures Act 2014
and the Protected Disclosures
(Amendment) Act 2022 (“the 2022
Act
•
EU and Irish data protection laws
Internally &
Publicly
Whistleblowing
Policy and
Procedure
(Within the
“CBCE”)
G1-IRO33
Protection of
Whistleblowers
This policy is an internal
procedure for the purposes of
the Whistleblowing Directive
and national implementing
legislation.
The Group’s Whistleblowing
Policy and Procedures applies to
all employees, workers, agency
workers, interns, job applicants,
Board members, shareholders,
consultants, contractors, sub-
contractors, trainees or volunteers,
who may report a breach of which
they became aware in the context
of pre-contractual negotiations
or during an employment/
engagement which has since
ended.
•
The Board of Directors
has overall responsibility
for the CBCE.
•
The Group CEO and
management at all
levels of the Group are
responsible for ensuring
adherence to the CBCE.
•
EU Whistleblowing Directive
(2019/1937)
•
Protected Disclosures Act 2014
and the Protected Disclosures
(Amendment) Act 2022 (“the 2022
Act).
Internally &
Publicly
Table 47 – Business conduct policies and corporate culture
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RYANAIR GROUP ANNUAL REPORT 2025
Policy
IRO
Topics
addressed
Description of key contents
Scope of policy
Accountable for
implementation
Internationally recognised instruments
Availability
Group’s ABAC
Policy (2022)
G1-IRO35
Corruption and
bribery
The ABAC Policy (2022)
details the means in place to
prevent, detect and address
any potential incidents of
corruption and bribery.
This Policy applies and is
addressed to all persons working
for the Group or on behalf of the
Group in any capacity, including
Directors, whether full-time,
part-time, fixed-term and/or
agency employees, contractors,
external consultants, third-party
representatives, and business
partners.
•
The Board of Directors
has overall responsibility
for this Policy.
•
The Group CFO has day-
to-day responsibility for
monitoring and updating
the ABAC policy.
•
The Internal Audit
team monitor the
implementation of the
ABAC Policy through the
internal audit process.
•
The Irish Criminal Justice
(Corruption Offences) Act 2018,
which aligns with the United
Nations Convention Against
Corruption
•
The U.S Foreign Corrupt Practices
Act 1977.
•
The UK Bribery Act 2010.
•
The Italian Criminal Code (with
particular reference to articles 316
et seq.).
•
The Italian Legislative Decree no.
231 of June 8, 2001.
•
The Italian Law no. 190 of 6
November 2012 (collectively, the
Anti-Corruption Laws).
Internally &
Publicly
Supplier Code
of Conduct
(2024)
G1-IRO34
Management
of relationships
with suppliers
including
payment
practices
The Group’s Supplier Code
of Conduct (2024) sets out
the Group’s expectations
on those who provide our
goods and services. It
complements the CBCE
(2025). It details the Group’s
expectations on suppliers
with regards to Health &
Safety, Environmental &
Energy Management, Non-
Discrimination, Human Rights
and bribery & corruption.
Must be adhered to by all of the
Groups suppliers; third-party
organisations that provide goods
or services to or on behalf of the
Group. This includes suppliers’
officers, employees and third
parties sub-contracted by a
supplier.
This Supplier Code of Conduct
(2024) does not apply to
individual contractors, agents, or
intermediaries.
•
Day-to-day management
of the supplier
relationship is delegated
to the relevant
relationship manager.
•
The Chief Sustainability
Officer is responsible
for the implementation
of Supplier Code of
Conduct (2024).
•
The International Labor
Organisation’s (ILO) Declaration on
Fundamental Principles and Rights
at Work.
•
Modern Slavery Act 2015 (UK).
•
Criminal Law (Human Trafficking)
Act 2008 (Ireland).
•
Criminal Law (Human Trafficking)
(Amendment) Act 2013 (Ireland)
Internally &
Publicly
Note: ABAC Policy (2022) – Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it.
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Anti-bribery and anti-corruption
Group’s CBCE (2025)
The CBCE sets out the principles that constitute the Group’s way of doing business including managing conflicts of
interest and issues relating to the work environment. The CBCE also explains how those raising protected disclosures
are kept informed of the investigation’s progress/outcome. In the context of the CBCE, at-risk functions are defined
as people managers, as well as all members of the Finance, Commercial, Legal and HR departments, the Executive
Team and Board members. Employees are also bound by the terms of their contract of employment and the “The
Group Rough Guide” which contains employees’ terms and conditions of employment with the Group as amended
from time to time.
Group’s ABAC (2022)
The ABAC Policy (2022) details the means in place to prevent, detect and address any potential incidents of corruption
and bribery. The onus is on the member of staff to report if a bribe has been offered or whether the Group suspect
that any breach of the ABAC Policy (2022) has taken place. They should create a culture in which every employee
and any third party to which the Group outsources work, knows that the Group will not tolerate bribery or any form of
corrupt practice. Both the CBCE and the ABAC will be reviewed and, if necessary, updated. Any significant deviations
from the CBCE or the ABAC Policy (2022) are reported to the Audit Committee.
Mechanisms to identify, report and investigate contradictions to Business Conduct policies and Corporate Culture
The CBCE and ABAC Policy includes details on the mechanisms of identifying, reporting and investigating any
contraventions:
To prevent corruption and bribery, the Group has taken the following actions, all of which are carried out continuously,
and intended to be completed on a short-term basis.
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Table 48 – Actions related to Business Conduct
IRO
Value Chain
Action(s)in place to improve social outcomes
Metrics
G1-IRO32
G1-IRO33
G1-IRO34
G1-IRO35
Own Operations
1. Identifying & Reporting
•
The disclosure of a concern by an employee, worker, agency worker, intern, job applicant, Board member,
shareholder, consultant, contractor, sub-contractor, trainee, volunteer, or a person who reports a breach of which
they became aware in the context of pre-contractual negotiations or during an employment/engagement which
has since ended, which that person reasonably believes involves or tends to show improper or illegal activities.
•
If the employee is offered a bribe, or are asked to make one, or if they suspect that any bribery, corruption
or breach or non-compliance with this policy has occurred or may occur, the employee must notify their line
manager or HR manager or write to or speak with any of the Group CFO, Group CLO, Chief Risk Officer, Chief
People Officer, or the Chief Executive / Managing Director of their local operating company without delay.
•
In the event that the employee feels that they are unable to discuss this matter internally, they should refer
to the Whistleblowing Policy and Procedures. The employee must clearly state that they wish for the report
to be considered under the Whistleblowing Policy and they must provide a justification for the report being
considered as such. Employees can also make a report of a concern of whistleblowing via third-party/external
reporting channels: Reporters are encouraged to first disclose their concerns to the Group. Reporters are also
entitled to make a report to the relevant prescribed persons listed on gov.ie or to the Protected Disclosures
Commissioner if the reporter reasonably believes that the information the reporter discloses and any allegation
in it are substantially true.
2. Investigating
•
If a report is found to be within the scope of the CBCE policy and sufficient grounds for an investigation are
established, a report will be thoroughly investigated by a competent, impartial person or persons.
•
Any person to whom this Policy applies who breaches this Policy will face disciplinary action, which could
result in dismissal for gross misconduct. Breaches of the Anti-Corruption Laws could also subject the
individual who committed the violation to civil or criminal penalties, including substantial fines and potentially
lengthy imprisonment. Any person other than an employee who breaches this Policy may have their contract
terminated with immediate effect.
3. Training and Prevention
•
Training is offered to at-risk functions at least annually, and to all new employees in at-risk functions on joining
the Group. In the context of the CBCE (2025), at-risk functions are defined as people managers, as well as all
members of the Finance, Commercial, Legal and HR departments, the Executive Team and Board members.
4. Protection
•
The Group is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take
part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential
bribery or other corruption offence has taken place or may take place in the future.
At-risk functions have an opportunity to attend regular
training on the CBCE and ABAC Policy annually.
CBCE training will form part of “Training and skills
development metrics” reportable for the Group from
FY26.
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Whistleblowing
Table 49 – Action(s) to protect whistleblowers
IRO
Value Chain
Action(s)in place to improve social outcomes
Whistleblower Protection Feedback
G1-IRO32
G1-IRO33
G1-IRO34
G1-IRO35
Own Operations
Reporting Channels
•
The CBCE forms part of the induction process for all employees, and regular training on matters covered by
this Code will be provided as necessary. All relevant employees have an obligation to attend regular training
when requested and provided, review the materials provided and maintain up to date knowledge in relation to
the Group’s business conduct compliance programme. Training will be offered to all relevant employees at least
annually, and to all new relevant employees on joining the Group.
Protection of whistleblowers
•
The Group is subject to the Protected Disclosures Act 2014 and the Protected Disclosures (Amendment) Act
2022 (“the 2022 Act”). The 2022 Act transposes the EU Whistleblowing Directive into law. This legislation
protects those making a legitimate protected disclosure from being penalised or punished. Any protected
disclosures submitted through internal channels will be submitted to the Whistleblowing Committee. Our
people have the right to raise issues or to make an enquiry or complaint in a reasonable and respectful manner
without being victimised.
•
The Group is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take
part in bribery or corruption, or because of reporting in good faith suspicion that an actual or potential bribery or
other corruption offence has taken place or may take place in the future.
•
If a reporter raises a genuine concern under the Whistleblowing Policy and Procedures, the Group will ensure
that none of the protected persons under the Whistleblowing Directive (those being the reporter, his/her
facilitator, a third person who is connected with the reporter and who could suffer retaliation in a work-related
context (e.g., a colleague or a relative of the reporter), or a legal entity that the reporter owns, works for or is
otherwise connected with in a work related context) will be at risk of suffering any form of penalisation by the
Group as a result. Provided that a reporter has a reasonable belief that wrongdoing is occurring or is likely
to occur, it does not matter if he/she is mistaken. If a reporter believes that he/she has suffered any such
treatment, he/she should inform the Chief People Officer. If the matter is not remedied, the reporter should
raise it formally using the Group’s grievance procedure.
•
Any employee found deterring another staff member from raising a valid concern or concealing evidence
relating to that concern may be subject to disciplinary action, up to and including dismissal. Employees are
prohibited from threatening or retaliating against reporters in any way (including those who raise concerns
anonymously and are subsequently identified). Staff involved in such activity may be subject to disciplinary
action, up to and including dismissal.
Feedback will be provided to the reporter in respect
of the progress of any investigation and its likely
timescale within 3 months of acknowledgement of
receipt of their report or such shorter period as may be
required by national law.
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Supplier Relationship Management
•
Policy to prevent late payments
The Group recognises the importance of timely supplier payments. The Group’s financial practices help ensure
payments are made in line with agreed payment terms. Its internal processes are structured to manage deadlines
effectively, and as a result, instances of late payments are infrequent.
Standard payment terms are typically at least 30 days from the month end of receipt of the invoice. These terms apply
to the majority of invoices including SME payments, engineering invoices and other categories. However, in certain
cases, these can be negotiated for individual vendors, on a case by case basis.
•
Supplier Code of Conduct (2024)
The Group’s Supplier Code of Conduct (2024) sets out the Group’s expectations on those who provide our goods and
services. It complements the CBCE (2025). It details the Group’s expectations on suppliers with regards to health &
safety, environmental & energy management, non-discrimination, human rights and bribery and corruption. The Group
encourages suppliers to carry out operations with care for the environment and at a minimum comply with applicable
environmental laws and regulations. Full details of steps the Group encourages suppliers to take are outlined within
the Supplier Code of Conduct (2024). Willingness to adhere to the Supplier Code is considered in the selection of
suppliers.
The Group’s Supplier Code of Conduct (2024) also states that safety is at the centre of everything the Group does,
and the Group expect their suppliers to operate in a manner which is safe and in compliance with applicable safety
legislation. The Supplier code of Conduct (2024) sets out the following:
•
Suppliers should provide a safe work environment abiding by local laws and regulations, respecting the health
and wellbeing of staff and any subcontractors.
•
Suppliers should identify hazards and take mitigating actions to reduce these hazards. Risk identification should
take place periodically.
•
Suppliers should ensure all staff work within safe and humane conditions, including providing adequate training
and effective protective equipment required to safely carry out their duties.
•
Suppliers should construct and/or maintain facilities in accordance with applicable laws and regulations.
•
Suppliers should ensure accommodation, where provided, is clean, safe and meets the basic needs of workers
while respecting their dignity.
•
Suppliers should also ensure that there are appropriate exits, procedures, and equipment in place to deal with
emergency situations.
The Group also expects its suppliers to respect human rights, both of their own workforce but also those in their own
supply chain. Supplier should:
•
Respect the human rights of their employees and comply with all relevant legislation, regulations and directives
in the countries and communities in which they operate;
•
Prohibit the use of child labor. No child below the age for finishing compulsory schooling, or 15 years of age
(whichever is the greater) may be employed by a supplier, subject to ILO exceptions;
•
Not discriminate in hiring, compensation, access to training, promotion, termination or retirement on the grounds
of race, caste, religion, age, nationality, social or ethnic origin, sexual orientation, gender, gender identity or
expression, marital status, family status, pregnancy, union membership, political affiliation, disability or other
legally protected class;
•
Not physically abuse, verbally or sexually harass, or intimidate its staff; and
•
Have adequate policies and procedures in place to protect staff from discrimination, including appropriate
channels to have concerns addressed.
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Table 50 – Actions to manage relationships with suppliers
IRO
Value Chain
Action(s) to manage relationship with suppliers
Metrics
G1-IRO34
Own Operations
•
As part of the supplier onboarding process, the supplier is issued a vendor number and contact details for the
dedicated Accounts Payable (“AP”) representative within the Group. The AP representative is responsible for
liaising with the vendor in relation to all payment/ invoice related matters.
•
The Group engages with fuel suppliers on SAF production pathways and feedstock types to best reduce
emissions.
•
The Group conducts risk assessments and appropriate audits to assess compliance with the Supplier code of
conduct.
Table 52 – Payment Practices metrics on page 116.
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RYANAIR GROUP ANNUAL REPORT 2025
2. Metrics and targets
Ryanair monitors the effectiveness of its governance policies through various measures, as detailed in the Actions
section on page 115. Progress is assessed annually, using indicators outlined in this section.
The Group is not disclosing information on targets as the Group has chosen not to set any specific targets regarding
governance IROs at this time. This approach allows the Group flexibility to explore opportunities and respond quickly
to the needs of the Group. This approach is reviewed annually.
Incidents of corruption or bribery
Table 51 – Anti Bribery & Anti Corruption metrics
Anti Bribery & Corruption
Number of convictions for violation of ABAC laws (incl. incidents involving actors of the value
chain where Group employees are involved)
0
Amount of fines for violation of ABAC laws (incl. incidents involving actors of the value chain
where Group employees are involved)
0
Payment Practices
Table 52 – Payment Practices metrics
Disclosure
2025
Average number of days to pay invoice from date when contractual or statutory term of payment
starts to be calculated
41 days
Percentage of payments aligned with standard payment terms by main category of suppliers
c. 86%
Number of outstanding legal proceedings for late payments
0
For detailed information on methodologies, please refer to page 118.
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RYANAIR GROUP ANNUAL REPORT 2025
APPENDIX
1. Disclosures stemming from other legislation or generally accepted sustainability reporting pronouncements
Table 53 – Disclosures in relation to specific circumstances
Legislation/Framework
E, S or G
Section
Page
EU Taxonomy FY25
E
The Group’s transition plan for climate
change mitigation
59
EU Emission Trading System
E
Quantitative and Qualitative Disclosures
about Market Risk– Carbon Exposure and
Hedging
77
UK Emission Trading Scheme
E
Quantitative and Qualitative Disclosures
about Market Risk– Carbon Exposure and
Hedging
77
Single European Sky
E
Actions and resources in relation to
climate change policies
74
Carbon Offsetting and Reduction Scheme for International Aviation
(“CORSIA”)
E
Quantitative and Qualitative Disclosures
about Market Risk– Carbon Exposure and
Hedging
77
The Paris Agreement
E
The Group’s transition plan for climate
change mitigation
57
Fit for 55 (Including ReFuelEU)
E
Policies related to climate change
mitigation and adaptation
66
(EU) 2018/1139
E
Policies related to pollution
80
•
ISO 9001:2015
•
ISO 14001:2015
•
ISO 27001:2013
•
ISO 45001:2018
•
ISO 26000
S
Safety & Security
87
ILO Declaration on Fundamental Principles and Rights at Work
S
Human and labor Rights
87
ILO Convention on Collective Bargaining
S
Human and labor Rights
87
ILO Convention on Discrimination
S
Human and labor Rights
87
Universal Declaration of Human Rights
S
Human and labor Rights
87
•
ISO/IEC 27001 Information Security Management
•
PCI Data Security Standards
•
GDPR (General Data Protection Regulation)
S
Information Security
102
Regulation (EC) No 261/2004 of the European Parliament and of the
Council
S
Passenger rights
99
The Air Passenger Rights and Air Travel Organisers’ Licensing
(Amendment) (EU Exit) Regulations 2019
S
Passenger rights
99
Consumer Protection Act
S
Contact Centres
102
EU Whistleblowing Directive (2019/1937)
G
Whistleblowing
113
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RYANAIR GROUP ANNUAL REPORT 2025
2. Methodologies
Environmental
Scope 1 Emissions
Basis for preparation: Scope 1 emissions are direct emissions from the combustion of jet fuel and gas use in the
Group owned buildings from inside the organisational boundary.
Table 54 – Scope 1 emissions
Source
Boundary Description
Method
Emissions factors
Inputs
Mobile Consumption
The Group assets
including leased aircraft
Emission factors applied
to primary data
UK DEFRA Emission
factors 2024
•
Jet Fuel invoices
•
Aircraft onboard
measurement
equipment
Purchased Natural Gas
Consumption of gas in
owned buildings including
Head Office, Engineering,
etc.
Emission factors applied
to primary data
IEA Emission Factor
(2024)
•
Utility bill/metered
consumption
Scope 2 Emissions
Basis for preparation: Scope 2 emissions are indirect emissions from the generation of acquired and consumed
electricity.
Table 55 – Scope 2 emissions
Source
Boundary Description
Method
Emissions factors
Inputs
Purchased electricity
Owned office space,
leased office space,
hangar facilities
Market based
Association of Issuing
Bodies – European
Residual Mixes 2021*
Utility bill/metered
consumption
Purchased electricity
Owned office space,
leased office space,
hangar facilities
Location based
IEA Emission Factor
(2024)
Utility bill/metered
consumption
*The Residual Mix emission factors are based on EcoInvent emission factors per technology and per country. Only direct emissions are considered.
No life cycle analysis calculations are performed, and biogenic carbon emissions are not included either.
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RYANAIR GROUP ANNUAL REPORT 2025
Scope 3 Emissions
Basis for preparation:
Table 56 – Scope 3 emissions
Source
Boundary Description
Method
Emissions factors
Inputs
Percentage of emissions
calculated using data obtained
from suppliers or value chain
partners
Category 1: Purchased goods
& services
The production, transportation
and distribution of products
purchased or acquired,
including products sold on
board by third party providers
and the purchase of tyres
Hybrid & Average-data
UK DEFRA Emission factors 2024
•
Records of Tyres purchased
in year
•
Cater emissions identified
relative to The Group
services
100%
Category 2: Capital goods
The production and
transportation of aircraft
Supplier-Specific
Per manufacturer specific
•
Records of aircraft
Purchases
100%
Category 3: Fuel and energy
related activities
The extraction, transport,
refining and purification or
conversion of primary fuels to
jet kerosene and
transportation and distribution
losses
Average-data
UK DEFRA Emission factors 2024
•
Jet Fuel invoices
•
Aircraft on board
measurement equipment
100%
Category 4: Upstream
transportation and distribution
Emissions generated by
Ground Traffic
Fuel-based
UK DEFRA Emission factors 2024
•
Fuel consumed per records
associated with handling
operations
100%
Category 5: Waste generated
in ops
The third-party transportation,
disposal and treatment of
waste generated on board
aircraft
Waste-Type specific
UK DEFRA Emission factors 2024
•
Records of waste generated
through operations
100%
Category 6: Business travel
Hotel stays when employees
travel for business
Spend-based
UK DEFRA Emission factors 2024
•
Length of Hotel stay per
country
0%
Category 7: Employee
commuting
Air, rail, bus, automobile when
employees commute between
home and worksites
Average-data
UK DEFRA Emission factors 2024
•
Total employees, adjusted
for those not commuting
•
Mode of transport (rail, car,
foot, bus)
0%
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RYANAIR GROUP ANNUAL REPORT 2025
Source
Boundary Description
Method
Emissions factors
Inputs
Percentage of emissions
calculated using data obtained
from suppliers or value chain
partners
Category 8: Upstream leased
assets
Consumption of gas in leased
hangars
Asset-Specific & Average-Data
IEA Emission Factor (2024)
•
Based on consumption
records
•
Utility bill/metered
consumption Based on
consumption records
100%
Category 9: Downstream
transportation and distribution
The Group does not transport and distribute sold products in vehicles and facilities not owned or controlled by the Group
N/A
Category 10: Processing of
sold products
The Group’s primary sold products are flights, and emissions are accounted for in both our Scope 1 emissions and Scope 3 “Fuel-and-
energy-related activities” categories. This category is not applicable for the Group
N/A
Category 11: Use of sold
products
The use of fuel as part of car
hire services sold on Group
websites. Electricity consumed
as part of hotel services sold
on Group websites
Distance-based – car hire
Average data – hotels
UK DEFRA Emission factors 2024
•
Distance travelled
•
Vehicle type (passenger car)
•
Length of Hotel stay per
country
98%
Category 12: End of life
treatment of sold products
End of life emissions from disposing of aircraft is not applicable for the reporting period as the Group sold/retired no owned aircraft in
FY25
N/A
Category 13: Downstream
leased assets
The Group does not lease out any owned assets
N/A
Category 14: Franchises
The Group does not operate a franchise mode
N/A
Category 15: Investments
The Group has no relevant in scope investments
N/A
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Social
Table 57 – Workforce related data for the year ended March 31, 2025, with reference to best practice, definitions under the CSRD and leveraging other, long established conventions.
CSRD Reference
Topic
Description
Assumption
(if applicable)
Methodology
S1-6-50a
Number of Employees
The number of employees that are
employed by the Group under the
Categories “Employee” at year end.
All “Employee” and “Non-Employee” have a
unique profile.
# of “Employees” as at year end (i.e., March
31).
S1-6-50a
Number of Employees by Gender
The gender of the “Employee”
N/A
#of “Employees” broken down by gender, as
at year end (i.e March 31).
S1-6-50a
Number of Employees by Country
The country where the “Employee” is based
for work
N/A
# of “Employees”, broken down by country, as
at year end (i.e., March 31).
S1-6-50b
Number of Employees by Contract
Type
Permanent
Temporary
Non-Guaranteed Hours
Full Time
Part Time
N/A
# of “Employees” as at year end (i.e., March
31) by contract type, broken down by total,
region and gender
S1-6-50c
Number of Employee Turnover
Aggregate of the number of employees
who leave voluntarily or due to dismissal,
retirement, or death in service
If the employee was marked on HR systems
as leaving the period, the Group would
identify for turnover calculation
# of “Employees” who left the Group as at
year end (i.e March 31).
S1-6-50c
Percentage of Employee Turnover
Percentage of the number of employees
who leave voluntarily or due to dismissal,
retirement, or death in service vs the entire
workforce
If the employee was marked on HR systems
as leaving the period, the Group would
identify for turnover calculation
# of “Employees” who left the Group in the
period divided by total employees for the
period x 100
S1-8-60a
Percentage of Total Employees
covered by CLA
The percentage of employees that
are employed by the Group under the
Categories “Employee” that are covered by
CLAs at year end.
N/A
# of employees covered by CBAs divided by
Sum of Employees multiplied by 100
S1-8-60b and 60c
Percentage of Total Employees
covered by CLA
The percentage of employees that
are employed by the Group under the
Categories “Employee” that are covered by
CLAs at year end by country.
N/A
# of employees covered by CBAs divided by
total Employees multiplied by 100 by country
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RYANAIR GROUP ANNUAL REPORT 2025
CSRD Reference
Topic
Description
Assumption
(if applicable)
Methodology
S1-8-63a
Percentage of employees covered by
workers representatives
The percentage of employees that
are employed by the Group under the
Categories “Employee” that are covered by
workers representatives.
N/A
# of employees covered by Worker’s
representatives divided by total Employees
multiplied by 100 by country
S1-9-66a
Number of Employees at top
management level
The number of “Employees” who are
deemed to be top management of the
Group.
N/A
# number of “Senior Management” listed in
the Annual Report
S1-9-66a
Percentage of Employees at top
management level
The percentage of “Employees” who are
deemed to be top management of the
Group
Top management is defined as including
each Director, whether executive or
otherwise, of the Group, as well as the
Senior Management team reporting to the
Board of Directors.
Effectively key management personnel
under IAS 24. Its already disclosed as this
on page 223.
# of “Senior Management” listed in the
Annual Report divided by sum of employees
multiplied by 100
S1-9-66b
Number of Employees under 30 years
of age
The number of employees under 30 years
of age that are employed by the Group
under the Category “Employee” at year end.
N/A
# of “Employees” under 30 years of age as at
year end (i.e., March 31).
S1-9-66b
Percentage of Employees under 30
years of age
The percentage of employees under 30
years of age that are employed by the
Group under the Category “Employee” at
year end.
N/A
# of “Employees” under 30 years of age as
at year end divided by total “Employees”
multiplied by 100 (i.e March 31).
S1-9-66b
Number of Employees aged 30 – 50
years of age
The number of employees aged 30-50
years of age that are employed by the
Group under the Category “Employee” at
year end.
To avoid double counting with the previous
data point, people aged 30 years and 1 day
to be included here
# of “Employees” 30 -50 years of age as at
year end (i.e., March 31).
S1-9-66b
Percentage of Employees 30 – 50
years of age
The percentage of employees 30 – 50
years of age that are employed by the
Group under the Category “Employee” at
year end.
To avoid double counting with the previous
data point, people aged 30 years and 1 day
to be included here
# of “Employees” 30 - 50 age as at year end
divided by sum of “Employees” multiplied by
100 (i.e March 31).
S1-9-66b
Number of Employees over 50 years
of age
The number of employees over 50 years of
age that are employed by the Group under
the Category “Employee” at year end.
To avoid double counting with the previous
data point, people aged 50 years and 1 day
to be included here
# of “Employees” over 50 years of age as at
year end (i.e., March 31).
S1-9-66b
Percentage of Employees over 50
years of age
The percentage of employees over 50 years
of age that are employed by the Group
under the Category “Employee” at year end.
To avoid double counting with the previous
data point, people aged 50 years and 1 day
to be included here
# of “Employees” over 50 ages as at year end
divided by sum of “Employees” multiplied by
100 (i.e., March 31).
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RYANAIR GROUP ANNUAL REPORT 2025
CSRD Reference
Topic
Description
Assumption
(if applicable)
Methodology
S1-14-88a
Percentage of Employees who
are covered by health and safety
management system based on legal
requirements and (or) recognised
standards or guidelines
Percentage of Employees who are covered
by health and safety management system.
N/A
# of employees subject to health and safety
management divided by # of total employees
S1-14-88b
Number of fatalities of Employees
as result of work-related injuries and
work-related ill health
Number of “Employees” who died as a
result of work related accident or work
related ill health.
Receipt of medical confirmation that ill
health / injury was work related.
# of “Employees” who died as a result of work
related accident or work related ill health
S1-14-88b
Number of fatalities of other workers
working on undertaking’s sites as a
result of work-related injuries and
work-related ill health
Number of “Value Chain” workers who died
as a result of work related accident or work
related ill health.
Work-related injury or ill health that results
in any of the following:
i. death, days away from work, restricted
work or transfer to another job, medical
treatment beyond first aid, or loss of
consciousness; or
ii. significant injury or ill health diagnosed
by a physician or other licensed healthcare
professional, even if it does not result in
death, days away from work, restricted work
or job transfer, medical treatment beyond
first aid, or loss of consciousness”
# of “Value Chain” workers who died as a
result of work related accident or work related
ill health
S1-14-88c
Number of recordable work-related
accidents of Employees
Number of “Employees” work related
accidents
Group safety management system records
all accidents. Listing is reviewed to identify
which accidents deemed ‘work-related’.
# of “Employees” work related accidents
S1-14-88c
Rate of recordable work-related
accidents of employees
Number of Work-related accidents for
“Employees” per 1,000 workers
N/A
#of Work related accidents for “Employees”
divided by the total number of hours in own
workforce and multiplied by 1,000,000
S1-14-90
Percentage of own workforce who
are covered by health and safety
management system based on legal
requirements and (or) recognised
standards or guidelines and which
has been internally audited and (or)
audited or certified by external party
Includes “Employees” and “Non-Employees”
N/A
# of own workforce subject to health and
safety management divided by # of total own
workforce
124
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CSRD Reference
Topic
Description
Assumption
(if applicable)
Methodology
S1-16-97a
Gender Pay Gap
The difference of average pay levels
between female and male employees,
expressed as percentage of the average
pay level of male employees.
Data underlying metrics is for Ryanair DAC
only with a preparation date of end June.
This accounts for c.65% of the overall
workforce i.e. 17,000 employees were
included in the 2024 report. The Group is
satisfied that the employees within Ryanair
DAC are representative of the overall
workforce of the Group. Employees not
captured in the report (in Malta Air and
Lauda) are primarily pilots and cabin crew
which also make up a large % of the Ryanair
DAC workforce.
Average gross hourly pay level of male
employees less average gross hourly pay
level of female employees divided by the
average gross hourly pay level of male
employees multiplied by 100
S1-16-97b
Annual Total Remuneration ratio
Ratio of the highest paid individual to the
median annual total remuneration for DAC
employees (excluding the highest-paid
individual).
Median pay data assumption as per
S1-16-97a.
Annual total remuneration for Group CEO
(highest paid individual) divided by the
median employee annual total remuneration
(excluding the Group CEO)
S1-17-103a
Number of incidents of discrimination.
“Employee” and “Non-Employee” work-
related incidents of discrimination on the
grounds of gender, racial or ethnic origin,
nationality, religion or belief, disability, age,
sexual orientation, or other relevant forms
of discrimination involving internal and/or
external stakeholders across operations
in the reporting period. This includes
incidents of harassment as a specific form
of discrimination.
Sum of work-related incidents of
discrimination impact “Employee” and
“Non-Employee”
# of all identified incidents of discrimination
S1-17-103b
Number of complaints filed through
channels for people in own workforce
to raise concerns.
“Employee”” and “Non-Employee” work-
related incidents of discrimination on the
grounds of gender, racial or ethnic origin,
nationality, religion or belief, disability, age,
sexual orientation, or other relevant forms
of discrimination involving internal and/or
external stakeholders across operations
in the reporting period. This includes
incidents of harassment as a specific form
of discrimination.
N/A
# of work related incidents of discrimination
impact “Employees” and “Non-Employees”
through internal channels
125
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CSRD Reference
Topic
Description
Assumption
(if applicable)
Methodology
S1-17-103b
Number of complaints filed to National
Contact Points for OECD Multinational
Enterprises.
“Employee” and “Non-Employee” work-
related incidents of discrimination on the
grounds of gender, racial or ethnic origin,
nationality, religion or belief, disability, age,
sexual orientation, or other relevant forms
of discrimination involving internal and/or
external stakeholders across operations
in the reporting period. This includes
incidents of harassment as a specific form
of discrimination.
N/A
# of work related incidents of discrimination
impact “Employees” and “non-Employees”
reported to the Group through National
Contact Points for OECD Multinational
Enterprises
S1-17-103c
Amount of fines, penalties, and
compensation for damages as result
of violations regarding social and
human rights factors.
“Employee” and “Non-Employee” work-
related incidents of discrimination on the
grounds of gender, racial or ethnic origin,
nationality, religion or belief, disability, age,
sexual orientation, or other relevant forms
of discrimination involving internal and/or
external stakeholders across operations
in the reporting period. This includes
incidents of harassment as a specific form
of discrimination.
N/A
Sum of all material fines, penalties, and
compensation for damages awarded as result
of violations regarding social and human
rights factors
S1-17-104a
Number of severe human rights issues
and incidents connected to own
workforce.
“Employee” and “Non-Employee” incidents
of forced labor, human trafficking and/or
child labor.
N/A
# of severe human rights issues
S1-17-104a
Number of severe human rights
issues and incidents connected to
own workforce that are cases of
non-respect of UN Guiding Principles
and OECD Guidelines for Multinational
Enterprises
“Employee” and “Non-Employee” incidents
of forced labor, human trafficking and/or
child labor.
N/A
# of severe human rights issues which are
cases of non-respect of UN Guiding Principles
and OECD Guidelines for Multinational
Enterprises
S1-17-104b
Amount of material fines, penalties,
and compensation for severe human
rights issues and incidents connected
to own workforce
“Employee” and “Non-Employee” incidents
of forced labor, human trafficking and/or
child labor.
N/A
Sum of all material fines, penalties, and
compensation awarded for severe human
rights issues and incidents connected to own
workforce
S1-17-104
Number of severe human rights
cases where undertaking played role
securing remedy for those affected
“Employee” and “Non-Employee” incidents
of forced labor, human trafficking and/or
child labor.
N/A
# of severe human rights issues where
Ryanair securing remedy
S4-55-38
CSAT scoring
Customer satisfaction score
N/A
% respondents giving a positive rating based
on a post flight survey
126
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Governance
Table 58 – Governance related data – methodologies and assumptions
CSRD Reference
Topic
Description
Assumption
(if applicable)
Methodology
G1-3-21b
Percentage of functions-at-risk
covered by training programs
Group requires prescribed persons to
undertake Governance training when
requested.
People managers, as well as all members
of the Finance, Commercial, Legal and HR
departments are all defined as at risk – all
are required to complete the ABAC training
Report identifies all prescribed persons and
an extract from the training systems confirms
whether training has been completed.
G1-4-24a
Number of convictions for violation of
anti-corruption and anti- bribery laws
Assessment of convictions by the Group
that relate to ABAC violations.
N/A
# of all fines incurred by the Group that relate
to ABAC violations.
G1-4-24a
Amount of fines for violation of anti-
corruption and anti- bribery laws
Assessment of fines incurred by the Group
that relate to ABAC violations.
N/A
Sum of the EUR equiv. of all fines incurred by
the Group that relate to ABAC violations.
G1-6-33a
Average number of days to pay
invoice from date when contractual or
statutory term of payment starts to be
calculated
All Group entity payments are reviewed to
compare the actual payment date against
the date the invoice was received.
N/A
Report identifies all third-party payments in
the year noting both the due date and the
receipt of the invoice.
G1-6-33b
Percentage of payments aligned with
standard payment terms
Review of actual payment terms against
contractual terms for all Group entity
payments.
Payment terms are linked to those agreed
in the contract.
# of payments outside of agreed payment
terms divided by total number of payments.
G1-6-33c
Number of outstanding legal
proceedings for late payments
Assessment of all legal proceedings
against the Group to identify any related to
late payments.
N/A
# of any legal proceeding identified as related
to late payment
127
RYANAIR GROUP ANNUAL REPORT 2025
Level of Accuracy
Emissions data presented is subject to measurement uncertainties resulting from limitations inherent in the nature
and the methods used for determining such data. The selection of different but acceptable measurement techniques
can result in materially different measurements. The precision of different measurement techniques may also vary.
The Group does not consider this data to be subject to a high level of measurement uncertainty.
4. DMA Methodology
Scoring
Impact Materiality:
Likelihood of an impact is assessed in the case of potential impacts only i.e., not for actual impacts.
Impact Materiality = Scale of impacts + Scope of impacts + remediability (*Likelihood)
Scale: How serious is the negative impact or how beneficial is the positive impact on people or the environment.
Scope: How widespread the negative or positive impacts are. In the case of environmental impacts, the scope may
be understood as the extent of environmental damage or a geographical perimeter. In the case of impacts on people,
the scope may be understood as the number of people adversely affected.
Remediability: Whether and to what extent the negative impacts could be remediated i.e. restoring the environment
or affected people to their prior state.
Scale, scope and remediability are the components of severity. In the case of a potential negative human rights
impact, the severity of the impact takes precedence over its likelihood.
Likelihood (only for potential impacts): The likelihood of the impact of the event.
*An impact is assessed as material if it reaches the threshold of 8. The topic is determined to be “important” and thus
subject to mandatory reporting.
Table 59 – Impact
Scale of Impact
0 = none
5 = absolute
Scope of Impact
0 = none
5 = global/total
Remediability of Impact
0 = very easy to remediate
5 = not remediable, irreversible
Likelihood
Rating
Multiplying Factor
1 = unlikely (<25%)
60%
2 = rather unlikely (>25%)
70%
3 = Likely (>50%)
85%
4 = very likely (>75%)
100%
128
RYANAIR GROUP ANNUAL REPORT 2025
Table 60 – Impact Materiality
(12, 15)
Critical
(10, 12)
Significant
(8, 10)
Important
(5, 8)
Informative
<5
Minimal
A threshold score of 8 out of 15 across the three severity categories accurately captures impacts that have a high
scale, high scope and low remediability.
Financial Materiality:
Financial Materiality = Magnitude * Likelihood
A sustainability matter is material from a financial point of view if it causes or can reasonably be expected to cause
material financial effects for the company in the short, medium, long-term.
A Sustainability Matter is material if it reaches the threshold score of 2, meaning from a financial perspective if
it triggers or may trigger material financial effects on the undertaking. This is the case when it generates, or may
generate, risks or opportunities that have a material influence (or are likely to have a material influence) on the
undertaking’s cash flows, development, performance, position, cost of capital or access to finance in the short,
medium, and long–term time horizons.
A risk or opportunity is assessed as material if it reaches the threshold of 2. The topic is determined subject to
mandatory reporting.
Table 61 – Thresholds
Magnitude
0 = none
5 = absolute
Likelihood
Rating
Multiplying Factor
1 = unlikely (<25%)
60%
2 = rather unlikely (>25%)
70%
3 = Likely (>50%)
85%
4 = very likely (>75%)
100%
Financial Materiality
5
Critical
4
Significant
3
Important
2
Informative
1
Minimal
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RYANAIR GROUP ANNUAL REPORT 2025
A threshold score of 2 out of 5 across the two categories accurately captures risks and opportunities that have a high
magnitude and a high likelihood.
5. Disclosure requirements and incorporation by reference
Disclosures located outside of the sustainability statement and indicated by the symbol * are subject to limited
assurance and covered by the sustainability assurance opinion.
Table 62 – Incorporation by reference
Cross-cutting standards
Paragraph
Section in the Annual Report
Page
GOV-1
The role of the administrative,
management and supervisory bodies
21a
Membership
17
21b
Workforce
30
21c
Summary of Director Competencies
19
21d
Diversity
23
21e
Membership
17
23a
Summary of Director Competencies
19
GOV-3
Integration of sustainability-related
performance in incentive schemes
29a
Remuneration policy (2023)
144
29b
Remuneration policy (2023)
144
29c
Remuneration policy (2023)
144
29d
Remuneration policy (2023)
144
29e
Remuneration policy (2023)
144
GOV-5
Risk management and internal controls
over sustainability reporting
36
Risk Management & Internal Control
32
SBM-1
Strategy, business model and value chain
40a i
Introduction
184
40a ii
Introduction
184
42a
Strategy
185-
186
42b
Strategy
185-
186
E1-GOV-3
Integration of sustainability-related
performance in incentive schemes
13
Remuneration policy (2023)
144
G1 –
GOV -1
The role of the administrative,
management and supervisory bodies
5b
Summary of Director Competencies
19
130
RYANAIR GROUP ANNUAL REPORT 2025
6. Phased-in provisions availed of in accordance with ESRS 1 Appendix C
Table 63 – Phased-in provisions availed of in accordance with ESRS 1 Appendix C
ESRS
Disclosure Requirement
Description
ESRS 2 – SBM-3
Material impacts, risks and opportunities
and their interaction with strategy and
business model
The undertaking may omit the information prescribed by ESRS 2
SBM-3 paragraph 48(e) (anticipated financial effects) for the first year
of preparation of its Sustainability Statement. The undertaking may
comply with ESRS 2 SBM-3 paragraph 48(e) by reporting only qualitative
disclosures for the first 3 years of preparation of its Sustainability
Statement, if it is impracticable to prepare quantitative disclosures.
ESRS 2 – SBM-1
Strategy, business model and value chain
The undertaking shall report the information prescribed by ESRS 2 SBM-1
paragraph 40(b) (breakdown of total revenue by significant ESRS sector)
and 40(c) (list of additional significant ESRS sectors) starting from the
application date specified in a Commission Delegated Act to be adopted
pursuant to article 29b(1) third subparagraph, point (ii), of Directive
2013/34/EU.
ESRS E1 – E1-9
Anticipated financial effects from material
physical and transition risks and potential
climate-related opportunities
The undertaking may omit the information prescribed by ESRS E1-9 for the
first year of preparation of its Sustainability Statement. The undertaking
may comply with ESRS E1-9 by reporting only qualitative disclosures
for the first 3 years of preparation of its Sustainability Statement, if it is
impracticable to prepare quantitative disclosures.
ESRS E5 – E5-6
Anticipated financial effects from resource
use and circular economy-related risks and
opportunities
The undertaking may omit the information prescribed by ESRS E5-6 for the
first year of preparation of its Sustainability Statement.
The undertaking may comply with ESRS E5-6 by reporting only qualitative
disclosures, for the first 3 years of preparation of its Sustainability
Statement.
ESRS S1 – S1-7
Characteristics of non-employee workers in
the undertaking’s own workforce
The undertaking may omit reporting for all datapoints in this Disclosure
Requirement for the first year of preparation of its Sustainability
Statement.
ESRS S1 – S1-8
Collective bargaining coverage and social
dialogue
The undertaking may omit this Disclosure Requirement with regard to its
own employees in non-EEA countries for the first year of preparation of its
Sustainability Statement.
ESRS S1 – S1-11
Social protection
The undertaking may omit the information prescribed by ESRS S1-11 for
the first year of preparation of its Sustainability Statement.
ESRS S1 – S1-12
Persons with disabilities
The undertaking may omit the information prescribed by ESRS S1-12 for
the first year of preparation of its Sustainability Statement.
ESRS S1 – S1-13
Training and skills development
The undertaking may omit the information prescribed by ESRS S1-13 for
the first year of preparation of its Sustainability Statement.
ESRS S1 – S1-14
Health and safety
The undertaking may omit the data points on cases of work-related
ill-health and on number of days lost to injuries, accidents, fatalities and
work-related ill health for the first year of preparation of its sustainability
statement. The undertaking may omit reporting on non-employees for the
first year of preparation of its Sustainability Statement.
ESRS S1 – S1-15
Work-life balance
The undertaking may omit the information prescribed by ESRS S1-15 for
the first year of preparation of its Sustainability Statement.
131
RYANAIR GROUP ANNUAL REPORT 2025
7. List of abbreviations
Table 64 – List of abbreviations
ABAC
Anti-Bribery & Anti-Corruption
AP
Accounts Payable
CBCE
Code of Business Conduct & Ethics
CSRD
Corporate Sustainability Reporting Directive
CORSIA
Carbon Offsetting and Reduction Scheme for International Aviation
CLAs
Collective Labor Agreements
DMA
Double Materiality Assessment
ESRS
European Sustainability Reporting Standards
ERM
Enterprise Risk Management
EFRAG
European Financial Reporting Advisory Group
ETS
Emissions Trading System
EU
European Union
ERCs
Employee Relations Committees
EWCs
European Works Councils
GHG
Greenhouse gases
GDPR
General Data Protection Regulation
IROs
Impacts, Risks and Opportunities
ILO
International Labor Organization
ICAO
International Civil Aviation Organisation
MRV
Monitoring, Reporting and Verification
NZE
Net Zero Emissions
RED
Renewable Energy Directive
SAF
Sustainable Aviation Fuel
SBTi
Science Based Targets initiative
SDGs
Sustainable Development Goals
SMS
Safety Management System
TCFD
Task Force on Climate-related Financial Disclosures
VPPA
Vital Power Purchasing Agreements
VCS
Verified Carbon Standard
VTO
Voluntary time off
132
RYANAIR GROUP ANNUAL REPORT 2025
8. Disclosure Requirements in ESRS covered by the undertaking’s Sustainability Statement
Table 65 – Datapoints that derive from other EU legislation below includes all of the datapoints that derive from other EU legislation as listed in ESRS 2 Appendix B,
indicating where the data points can be found in the report and which data points are assessed as “Not material”.
Table 65 – Datapoints that derive from other EU legislation.
Disclosure
Requirement
Data
Point
Sustainability Statements | Appendix
SFDR Reference
Pillar 3 Reference
Benchmark
Regulation
Reference
EU Climate Law
Reference
Section
Page
ESRS 2 GOV-1
21 (d)
Board’s gender diversity
X
X
Governance
23
ESRS 2 GOV-1
21 (e)
Percentage of Board members who
are independent
X
Governance
21
ESRS 2 GOV-4
30
Statement on due diligence
X
Statement on sustainability due
diligence
55
ESRS 2 SBM-1
40 (d) i
Involvement in activities related to
fossil fuel activities
X
X
X
Not material
N/A
ESRS 2 SBM-1
40 (d) ii
Involvement in activities related to
chemical production
X
X
Not material
N/A
ESRS 2 SBM-1
40 (d) iii
Involvement in activities related to
controversial weapons
X
X
Not material
N/A
ESRS 2 SBM-1
40 (d) iv
Involvement in the activities related
to the production of tobacco
X
Not material
N/A
ESRS E1-1
14
Transition plan to reach climate
neutrality by 2050
X
The Group’s transition plan for
climate change mitigation
57
ESRS E1-1
16 (g)
Undertakings excluded from Paris-
aligned Benchmarks
X
X
The Group’s transition plan for
climate change mitigation
57
ESRS E1-4
34
GHG emission reduction targets
X
X
X
Table 16 - The Group's GHG
emission targets
70
ESRS E1-5
38
Energy consumption from fossil
sources disaggregated by sources
(only high climate impact sectors)
X
Table 18- The Group's Energy
Consumption Mix
74
ESRS E1-5
37
Energy consumption and mix
X
Table 18- The Group's Energy
Consumption Mix
74
133
RYANAIR GROUP ANNUAL REPORT 2025
Disclosure
Requirement
Data
Point
Sustainability Statements | Appendix
SFDR Reference
Pillar 3 Reference
Benchmark
Regulation
Reference
EU Climate Law
Reference
Section
Page
ESRS E1-5
40-43
Energy associated with activities in
high climate impact sectors
X
Table 19 – The Group’s net
revenue in relation to taxonomy
revenue
75
ESRS E1-6
44
Gross Scope 1,2, and total GHG
emissions
X
X
X
Table 20 – Carbon dioxide
equivalent (CO2e) of the Group’s
operations
76
ESRS E1-6
53-55
Gross GHG emissions intensity
X
X
X
Gross Scopes 1, 2, 3 and total
GHG emissions
76
ESRS E1-7
56
GHG removals and carbon credits
X
GHG removals and GHG
mitigation projects financed
through carbon credits
78
ESRS E1-9
66
Exposure of the benchmark portfolio
to climate-related physical risks
X
Not relevant in the first 3 years.
N/A
ESRS E1-9
66 (a) 66
(c)
Disaggregation of monetary amounts
by acute and chronic physical risk
Location of significant assets at
material physical risk
X
Not relevant in the first 3 years.
N/A
ESRS1-9
67 (c)
Breakdown of the carrying value
of its real estate assets by energy-
efficiency classes
X
Not relevant in the first 3 years.
N/A
ESRS E1-9
69
Degree of exposure of the portfolio to
climate- related opportunities
X
Not relevant in the first 3 years.
N/A
ESRS E2-4
28
Amount of each pollutant listed in
Annex II of the E-PRTR Regulation
(European Pollutant Release and
Transfer Register) emitted to air,
water, and soil
X
Air pollutants
81
ESRS E3-1
9
Water and marine resources
X
Not material
N/A
ESRS E3-1
13
Dedicated policy
X
Not material
N/A
ESRS E3-1
14
Sustainable oceans and seas
X
Not material
N/A
ESRS E3-4
28 (c)
Total water recycled and reused
X
Not material
N/A
134
RYANAIR GROUP ANNUAL REPORT 2025
Disclosure
Requirement
Data
Point
Sustainability Statements | Appendix
SFDR Reference
Pillar 3 Reference
Benchmark
Regulation
Reference
EU Climate Law
Reference
Section
Page
ESRS E3-4
29
Total water consumption in m3 per
net revenue on own operations
X
Not material
N/A
ESRS 2-IRO 1-E4
16 (a) i
X
Not material
N/A
ESRS 2-IRO 1-E4
16 (b)
X
Not material
N/A
ESRS 2-IRO 1-E4
16 (c)
X
Not material
N/A
ESRS E4-2
24 (b)
Sustainable land / agriculture
practices or policies
X
Not material
N/A
ESRS E4-2
24 (c)
Sustainable oceans / seas practices
or policies
X
Not material
N/A
ESRS E4-2
24 (d)
Policies to address deforestation
X
Not material
N/A
ESRS E5-5
37 (d)
Non-recycled waste
X
Not material
N/A
ESRS E5-5
39
Hazardous waste and radioactive
waste
X
Not material
N/A
ESRS 2- SBM3
– S1
14 (f)
Risk of incidents of forced labor
paragraph
X
Material IROs and their
interaction with the Group’s
strategy and business model
85
ESRS 2- SBM3
– S1
14 (g)
Risk of incidents of child labor
X
Material IROs and their
interaction with the Group’s
strategy and business model
85
ESRS S1-1
20
Human Rights policy commitments
X
Table 31- Policies related to Own
Workforce
86
ESRS S1-1
21
Due diligence policies on issues
addressed by the fundamental
International Labor Organisation
Conventions 1 to 8
X
Table 31- Policies related to Own
Workforce
86
ESRS S1-1
22
Processes and measures for
preventing trafficking in human
beings
X
Table 31- Policies related to Own
Workforce
86
ESRS S1-1
23
Workplace accident prevention policy
or management system
X
Table 31- Policies related to Own
Workforce
86
135
RYANAIR GROUP ANNUAL REPORT 2025
Disclosure
Requirement
Data
Point
Sustainability Statements | Appendix
SFDR Reference
Pillar 3 Reference
Benchmark
Regulation
Reference
EU Climate Law
Reference
Section
Page
ESRS S1-3
32 (c)
Grievance/complaints handling
mechanisms
X
Remediation and channels to
raise concerns
88
ESRS S1-14
88 (b)
and (c)
Number of fatalities and number and
rate of work-related accidents
X
X
Table 39 - Health and Safety
Coverage metrics
96
ESRS S1-14
88 (e)
Number of days lost to injuries,
accidents, fatalities, or illness
X
Not relevant in the year 1
N/A
ESRS S1-16
97 (a)
Unadjusted gender pay gap
X
X
Remuneration metrics
96
ESRS S1-16
97 (b)
Annual total remuneration ratio
X
Remuneration metrics
96
ESRS S1-17
103 (a)
Incidents of discrimination
X
Table 40 - Incidents, complaints
and severe human rights impacts
96
ESRS S1-17
104 (a)
Non-respect of UNGPs on Business
and Human Rights and OECD
Guidelines
X
X
Table 40 - Incidents, complaints
and severe human rights impacts
96
ESRS 2- SBM3
– S2
11(b)
Significant risk of child labor or
forced labor in the value chain
X
Not material
N/A
ESRS S2-1
17
Human Rights policy commitments
X
Not material
N/A
ESRS S2-1
18
Policies related to value chain
workers
X
Not material
N/A
ESRS S2-1
19
Non-respect of UNGPs on Business
and Human Rights principles and
OECD guidelines
X
X
Not material
N/A
ESRS S2-1
19
Due diligence policies on issues
addressed by the fundamental
International Labor Organisation
Conventions 1 to 8
X
Not material
N/A
ESRS S2-4
36
Human rights issues and incidents
connected to its upstream and
downstream value chain
X
Not material
N/A
ESRS S3-1
16
Human rights policy commitments
X
Not material
N/A
136
RYANAIR GROUP ANNUAL REPORT 2025
Disclosure
Requirement
Data
Point
Sustainability Statements | Appendix
SFDR Reference
Pillar 3 Reference
Benchmark
Regulation
Reference
EU Climate Law
Reference
Section
Page
ESRS S3-4
16
Non-respect of UNGPs on Business
and Human Rights and OECD
guidelines
X
X
Not material
N/A
ESRS S3-4
36
Human rights issues and incidents
X
Not material
N/A
ESRS S4-1
16
Policies related to consumers and
end-users
X
Table 42 - Policies related to
Consumers and End-Users
99
ESRS S4-1
17
Non-respect of UNGPs on Business
and Human Rights and OECD
guidelines
X
Table 42 - Policies related to
Consumers and End-Users
99
ESRS S4-4
35
Human rights issues and incidents
X
Table 42 - Policies related to
Consumers and End-Users
99
ESRS G1-1
10 (b)
United Nations Convention against
Corruption
X
Table 48 – Actions related to
Business Conduct
112
ESRS G1-1
10 (d)
Protection of whistleblowers
X
Table 49 – Actions to protect
whistleblowers
113
ESRS G1-4
24 (a)
Fines for violation of anti-corruption
and anti-bribery
X
X
Table 48 – Actions related to
Business Conduct
112
ESRS G1-4
24 (b)
Standards of anti-corruption and
anti-bribery
X
Table 48 – Actions related to
Business Conduct
112
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RYANAIR GROUP ANNUAL REPORT 2025
Table 66 - Disclosure Requirements included in Sustainability Statement and the topics omitted as ‘Not Material’ includes all the Disclosure requirements complied with
in the Sustainability Statement and the topics that have been omitted as not material:
Table 66 – Disclosure Requirements included in Sustainability Statement and the topics omitted as ‘Not Material’
Standard
Disclosure Requirement
Material/Not material
Page
ESRS 2
BP-1
General basis for preparation of Sustainability Statements
Material
37
BP-2
Disclosures in relation to specific circumstances
Material
37
GOV-1
The role of the administrative, management and supervisory bodies
Material
52
G1 – GOV-1
The role of the administrative, supervisory and management bodies
Material
52
GOV-2
Information provided to and sustainability matters addressed by the undertaking’s administrative,
management and supervisory bodies
Material
54
GOV-3
Integration of sustainability-related performance in incentive schemes
Material
54
GOV-4
Statement on due diligence
Material
55
GOV-5
Risk management and internal controls over sustainability reporting
Material
55
SBM-1
Strategy, business model and value chain
Material
47
SBM-2
Interests and views of stakeholders
Material
50
S1-SBM-2
Interests and views of stakeholders
Material
50
S4-SBM-2
Interests and views of stakeholders
Material
50
SBM-3
Material IROs and our interaction with strategy and business model
Material
Environmental
57
Social
85; 98
IRO-1
Description of the processes to identify and assess material IROs
Material
38
E1-IRO-1
Description of the processes to identify and assess material IROs
Material
38
E2-IRO-1
Description of the processes to identify and assess material IROs
Material
38
E3-IRO-1
Description of the processes to identify and assess material IROs
Material
38
E4-IRO-1
Description of the processes to identify and assess material IROs
Material
38
E5-IRO-1
Description of the processes to identify and assess material IROs
Material
38
G1-IRO-1
Description of the processes to identify and assess material IROs
Material
38
IRO-2
Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement
Material
132
ESRS E1 – Climate change
E1- GOV-3
Integration of sustainability-related performance in incentive schemes
Material
144
E1-1
Transition plan for climate change mitigation
Material
57
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RYANAIR GROUP ANNUAL REPORT 2025
Standard
Disclosure Requirement
Material/Not material
Page
ESRS E1 – Climate change (continued)
ESRS 2
SBM-3
Material IROs and our interaction with strategy and business model
Material
57
E1-2
Policies related to climate change mitigation and adaptation
Material
66
E1-3
Actions and resources in relation to climate change policies
Material
67
E1-4
Targets related to climate change mitigation and adaptation
Material
69
E1-5
Energy consumption and mix
Material
74
E1-6
Gross Scopes 1, 2, 3 and Total GHG emissions
Material
76
E1-6
Net revenue, Net revenue used to calculate GHG intensity, Net revenue (other), Total net revenue (in
financial statements)
Material
75
E1-7
GHG removals and GHG mitigation projects financed through carbon credits
Material
77
E1-8
Internal carbon pricing
Material
79
E1-9
Anticipated financial effects from material physical and transition risks and potential climate-related
opportunities
1/3-year phase-in
N/A
ESRS E2 – Pollution
E2-1
Policies related to pollution
Material
80
E2-2
Actions and resources in relation to pollution
Material
80
E2-3
Targets related to pollution
Material
80
E2-4
Pollution of air, water and soil
Material
80
E2-5
Substances of concern and substances of very high concern
Not material
N/A
E2-6
Anticipated financial effects from material pollution-related risks and opportunities
Not material
N/A
ESRS E5 – Resource use and circular economy
E5-1
Policies related to resource use and circular economy
Material
82
E5-2
Actions and resources in relation to resource use and circular economy
Material
82
E5-3
Targets related to resource use and circular economy
Material
82
E5-4
Resource inflows
Material
82
E5-5
Resource outflows
Not material
N/A
E5-6
Anticipated financial effects from resource use and circular economy- related IROs
1/3-year phase-in
N/A
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RYANAIR GROUP ANNUAL REPORT 2025
Standard
Disclosure Requirement
Material/Not material
Page
ESRS S1 – Own workforce
ESRS 2 SBM-3
Material IROs and our interaction with strategy and business model
Material
85
S1-1
Policies related to own workforce
Material
86
S1-2
Processes for engaging with own workers and workers’ representatives about impacts
Material
87
S1-3
Processes to remediate negative impacts and channels for own workers to raise concerns
Material
88
S1-4
Taking action on material impacts on own workforce, and approaches to mitigating material risks and
pursuing material opportunities related to own workforce, and effectiveness of those actions
Material
89
S1-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
Material
93
S1-6
Characteristics of the undertaking’s employees
Material
93
S1-7
Characteristics of non-employee workers in the undertaking’s own workforce
1 year phase-in
N/A
S1-8
Collective bargaining coverage and social dialogue
1 year phase in for non-EEA countries
95
S1-9
Diversity metrics
Material
95
S1-10
Adequate wages
Material
95
S1-11
Social protection
1 year phase-in
N/A
S1-12
Persons with disabilities
1 year phase-in
N/A
S1-13
Training and skills development metrics
1 year phase-in
N/A
S1-14
Health and safety metrics
Material / 1 year phase-in
96
S1-15
Work-life balance metrics
1 year phase-in
N/A
S1-16
Compensation metrics (pay gap and total compensation)
Material
96
S1-17
Incidents, complaints and severe human rights impacts
Material
96
ESRS S4 – Consumers and end-users
ESRS 2 SBM-3
Material IROs and our interaction with strategy and business model
Material
98
S4-1
Policies related to consumers and end-users
Material
99
S4-2
Processes for engaging with consumers and end-users about impacts
Material
101
S4-3
Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
Material
102
S4-4
Taking action on material impacts on consumers and end-users, and approaches to managing material
risks and pursuing material opportunities related to consumers and end-users, and effectiveness of
those actions
Material
103
S4-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
Material
107
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RYANAIR GROUP ANNUAL REPORT 2025
Standard
Disclosure Requirement
Material/Not material
Page
ESRS G1 - Governance
G1-1
Corporate culture and business conduct policies and corporate culture
Material
108
G1-2
Management of relationships with suppliers
Material
114
G1-3
Prevention and detection of corruption and bribery
Material
111
G1-4
Confirmed incidents of corruption or bribery
Material
116
G1-5
Political influence and lobbying activities
Not material
N/A
G1-6
Payment practices
Material
116
For information of how the Group has determined the material information to be disclosed in relation to the IROs, please refer to the “Double Materiality Assessment”
section on page 38.
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INDEPENDENT PRACTITIONERS' LIMITED
ASSURANCE REPORT ON RYANAIR HOLDINGS PLC’S
SUSTAINABILITY STATEMENT
To the Directors of Ryanair Holdings plc
Limited assurance conclusion
We have conducted a limited assurance engagement on the consolidated Sustainability Statement of Ryanair
Holdings plc ("the Group"), included in pages 36 to 140 of the Directors’ Report (the “Sustainability Statement”), as at
31 March 2025 and for the year then ended, prepared in accordance with Part 28 of the Companies Act 2014.
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the Sustainability
Statement. These are cross referenced from the Sustainability Statement and are identified as subject to limited
assurance.
Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention
that causes us to believe that the Sustainability Statement is not prepared, in all material respects, in accordance with
Part 28 of the Companies Act 2014, including:
•
compliance of the sustainability reporting with the European Sustainability Reporting Standards (“ESRS”);
•
the process carried out by the Group to identify the information reported pursuant to the sustainability reporting
standards, is in accordance with the description set out in the ‘Basis of Preparation’ section of the Sustainability
Statement; and
•
compliance of the disclosures in the ‘Consolidated Disclosures Pursuant to Article 8 Taxonomy Regulation’
subsection within the ‘ESRS E1 – Climate Change’ section of the Sustainability Statement with Article 8 of EU
Regulation 2020/852 (the “Taxonomy Regulation”).
Basis for conclusion
We conducted our limited assurance engagement in accordance with International Standard on Assurance
Engagements (Ireland) 3000, Assurance engagements other than audits or reviews of historical financial information
- assurance of sustainability reporting in Ireland (“ISAE (Ireland) 3000”), issued by the Irish Auditing & Accounting
Supervisory Authority (IAASA). The procedures in a limited assurance engagement vary in nature and timing from,
and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained
in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a
reasonable assurance engagement been performed.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our
responsibilities under this standard are further described in the Practitioners’ responsibilities section of our report.
Our independence and quality management
We have complied with the independence and other ethical requirements of the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standard Board for Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity,
professional competence and due care, confidentiality and professional behaviour and the independence requirements
of the Companies Act 2014 and the Code of Ethics issued by Chartered Accountants Ireland that are relevant to our
limited assurance engagement of the Sustainability Statement in Ireland.
The firm applies International Standard on Quality Management (Ireland) 1, which requires the firm to design,
implement and operate a system of quality management including policies or procedures regarding compliance with
ethical requirements, professional standards and applicable legal and regulatory requirements.
Directors’ responsibilities for the Sustainability Statement
As explained more fully in the Statement of Directors’ Responsibilities in respect of the Sustainability Statement as
set out on page 154, the Directors of the Group are responsible for designing and implementing a process to identify
the information reported in the Sustainability Statement in accordance with the ESRS and for disclosing this Process
in the ‘Basis of Preparation’ section of the Sustainability Statement. This responsibility includes:
•
understanding the context in which the Group’s activities and business relationships take place and developing
an understanding of its affected stakeholders;
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RYANAIR GROUP ANNUAL REPORT 2025
•
the identification of the actual and potential impacts (both negative and positive) related to sustainability matters,
as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group’s financial
position, financial performance, cash flows, access to finance or cost of capital over the short, medium, or long-
term;
•
the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability
matters by selecting and applying appropriate thresholds; and
•
making assumptions that are reasonable in the circumstances.
The Directors of the Group are further responsible for the preparation of the Sustainability Statement, in accordance
with Part 28 of the Companies Act 2014, including:
•
compliance with the ESRS;
•
preparing the disclosures in the ‘Consolidated Disclosures Pursuant to Article 8 Taxonomy Regulation’ subsection
within the ‘ESRS E1 – Climate Change’ section of the of the Sustainability Statement, in compliance with the
Taxonomy Regulation;
•
designing, implementing and maintaining such internal control that the Directors determine is necessary to
enable the preparation of the Sustainability Statement that is free from material misstatement, whether due to
fraud or error; and
•
the selection and application of appropriate sustainability reporting methods and making assumptions and
estimates that are reasonable in the circumstances.
Inherent limitations in preparing the Sustainability Statement
In reporting forward-looking information in accordance with ESRS, the Directors of the Group are required to prepare
the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and
possible future actions by the Group. Actual outcomes are likely to be different since anticipated events frequently
do not occur as expected.
Practitioners’ responsibilities
Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the
Sustainability Statement is free from material misstatement, whether due to fraud or error, and to issue a limited
assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken
on the basis of the Sustainability Statement as a whole.
As part of a limited assurance engagement in accordance with ISAE (Ireland) 3000 we exercise professional
judgement and maintain professional scepticism throughout the engagement. Our responsibilities in respect of the
Sustainability Statement, in relation to the Process, include:
•
Obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness
of the Process, including the outcome of the Process;
•
Considering whether the information identified addresses the applicable disclosure requirements of the ESRS;
and
•
Designing and performing procedures to evaluate whether the Process is consistent with the Group’s description
of its Process set out in the ‘Basis of Preparation’ section of the Sustainability Statement.
Our other responsibilities in respect of the Sustainability Statement include:
•
Identifying where material misstatements are likely to arise, whether due to fraud or error; and
•
Designing and performing procedures responsive to where material misstatements are likely to arise in the
Sustainability Statement. 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.
Summary of the work performed
A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability
Statement. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent
than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance
engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance
engagement been performed.
The nature, timing and extent of procedures selected depend on professional judgement, including the identification
of disclosures where material misstatements are likely to arise in the Sustainability Statement, whether due to fraud
or error.
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RYANAIR GROUP ANNUAL REPORT 2025
In conducting our limited assurance engagement, with respect to the Process, we:
•
Obtained an understanding of the Process by:
•
performing inquiries to understand the sources of the information used by management (e.g., stakeholder
engagement, climate scenario analysis, climate transition plan, business strategy and plans); and
•
reviewing the Group’s internal documentation of its Process.
•
Evaluated whether the evidence obtained from our procedures with respect to the Process implemented by the
Group was consistent with the description of the Process set out in the ‘Basis of Preparation’ section of the
Sustainability Statement.
In conducting our limited assurance engagement, with respect to the Sustainability Statement, we:
•
Obtained an understanding of the Group’s reporting processes relevant to the preparation of its Sustainability
Statement by obtaining an understanding of the Group’s control environment, processes and information systems
relevant to the preparation of the Sustainability Statement, but not for the purpose of providing a conclusion on
the effectiveness of the Group’s internal control;
•
Evaluated whether the information identified by the Process is included in the Sustainability Statement;
•
Evaluated whether the structure and the presentation of the Sustainability Statement is in accordance with the
ESRS;
•
Performed inquiries of relevant personnel and analytical procedures on selected information in the Sustainability
Statement;
•
Performed substantive assurance procedures to limited assurance on selected information in the Sustainability
Statement;
•
Where applicable, compared disclosures in the Sustainability Statement with the corresponding disclosures in
the Consolidated Financial Statements and Directors’ Report;
•
Evaluated the methods, assumptions and data for developing estimates and forward-looking information;
•
Obtained an understanding of the Group’s process to identify taxonomy-eligible and taxonomy-aligned economic
activities and the corresponding disclosures in the Sustainability Statement, and
•
Performed substantive assurance procedures to limited assurance on selected information with respect to the
EU taxonomy disclosures.
Other Matter - Compliance with the requirement to mark-up the Sustainability Statement
Section 1613(3)(c) of the Companies Act 2014 requires us to report on the compliance by the Group with the
requirement to mark-up the Sustainability Statement in accordance with Section 1600 of that Act. Section 1600 of
the Companies Act 2014 requires that the Directors’ Report is prepared in the electronic reporting format specified
in Article 3 of Delegated Regulation (EU) 2019/815 and shall mark-up the Sustainability Statement. However, at the
time of issuing our limited assurance report, the electronic reporting format has not been specified nor become
effective by Delegated Regulation. Consequently, the Group is not required to mark-up the Sustainability Statement.
Our conclusion is not modified in respect of this matter.
Other Matter - References to external sources or websites
The references to external sources or websites in the Sustainability Statement are not part of the Sustainability
Statement and therefore are not within the scope of our limited assurance engagement.
Other Matter- Comparative Information
The comparative information included in the Sustainability Statement of the Group as at 31 March 2024 and for
the year then ended was not subject to an assurance engagement. Our conclusion is not modified in respect of this
matter.
Use of this report
Our report is made solely in accordance with Section 1613 of the Companies Act 2014 to the Directors of Ryanair
Holdings plc.
Our assurance work has been undertaken so that we might state to the Directors those matters we are required to
state to them in a limited assurance report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than Ryanair Holdings plc and its Directors, as a body, for our limited
assurance work, for this report, or for the conclusions we have formed.
Paul O'Connor
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Dublin
May 16, 2025
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RYANAIR GROUP ANNUAL REPORT 2025
1. THE REMUNERATION COMMITTEE (“Remco”)
Remco determines the remuneration of Senior Management (including the Executive Director) and administers the
Company’s share-based remuneration plans as described on pages 149 to 151. Members of Remco as at March 31,
2025 were Eamonn Brennan (Chair), Róisín Brennan and Amber Rudd.
The role and responsibilities of Remco are set out in its written terms of reference, which are available on the
Company’s website, https://investor.ryanair.com. All members of Remco have access to the advice of the Group CEO
and Group CFO and the Board Chairman attends meetings (by invitation) from time-to-time. Remco engages external
remuneration advisors (including Deloitte, Ellason, Willis Towers Watson (“WTW”) and other independent parties) to
advise on various projects including the design and implementation of LTIP 2019, the setting of annual bonus targets
as the Group emerged from the Covid-19 crisis and embarked upon an ambitious growth plan (including the delivery
of 210 Boeing 737-8200 “Gamechanger” aircraft and up to 300 Boeing 737 MAX-10s out to FY34) and the extension
of the Group CEO’s employment contract to July 2028 (which involved extensive Shareholder engagement).
Following 90% support for Ryanair’s Directors’ Remuneration Report at the 2024 AGM, there were no specific issues
that Remco needed to address with shareholders.
2. REMUNERATION POLICY
The 2023 Directors’ Remuneration Policy (approved at the September 2023 AGM) is available in full on https://
investor.ryanair.com. The policy is designed to promote long-term sustainable success as follows:
(i) Clarity
The Group CEO (the only Executive Director) is rewarded competitively (taking account of the comparative marketplace
in Europe) to ensure that he is motivated to deliver in the best interests of all shareholders.
(ii) Simplicity (GOV-3/E1-GOV-3*)
The remuneration of the Executive Director is structured towards a competitive basic salary (by EU comparatives)
and a bonus scheme which allows the Executive Director to earn up to a maximum of 50% of his base pay each year
by way of performance related bonus. In selecting annual stretch performance targets, Remco, using its discretion,
takes into account the Group’s strategic objectives, short and long-term business priorities. Such targets focus on
the Group’s key performance drivers, such as (but not limited to) traffic growth, environmental, customer service
and other ESG goals. Annual targets will be disclosed on a prospective and retrospective basis in the Remuneration
Report. The current targets are as follows:
Eamonn Brennan,
Remco Chair
REPORT OF THE
REMUNERATION
COMMITTEE
ON DIRECTORS’
REMUNERATION
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RYANAIR GROUP ANNUAL REPORT 2025
•
50% of the total bonus is payable if the Group’s FY26 traffic exceeds a stretch 208m passengers target. If the
traffic target is not achieved in the fiscal year, the bonus will be reduced by 5% for every 1m shortfall below 208m;
•
40% of the total bonus is payable if Ryanair’s customer satisfaction (“CSAT”) score is, on average, 85% or more.
For every 1% below 85% CSAT, the total bonus payable will be reduced by 5%; and
•
10% of the total bonus is dependent upon achieving specific environmental targets. In FY26, 10% is payable if the
Company retains any “A” rating from CDP. If the Company does not achieve an A- (or better) rating, 5% of the total
bonus will be earned if the Company achieves at least a B rating. 0% is payable if the rating falls below a B rating.
(iii) Risk
The remuneration of the Executive Director is structured so as to mitigate potential remuneration-related risks.
(iv) Predictability
The Group CEO’s share option grant (awarded as part of his employment contract from May 2019 to July 2028) with a
strike price of €11.12 has clear but very challenging performance targets (which have not been achieved over the last
6 years due to Covid, the war in Ukraine, the conflict in the Middle East and Boeing aircraft delivery delays). The PAT
of the Ryanair Group must exceed €2.2bn in any year up to FY28 (inclusive) and/or the Company’s share price must
exceed €21 for a period of 28 days between April 1, 2021 and March 31, 2028 (incl.). If the above targets are achieved,
the final vesting condition is that the Group CEO must remain employed by the Group until the end of July 2028. This
gives certainty and substantial upside to all shareholders if or when these very challenging targets have been met.
(v) Proportionality
Linking share based remuneration to the Ryanair Group’s ambitious long-term targets (e.g., PAT above €2.2bn and/
or share price above €21 as noted above) ensures that suboptimal performance is not rewarded. As share options
cannot vest before the end of FY28, and can then only be exercised up to February 2029, the Executive Director is fully
aligned with shareholders’ interests over this extended period of time. Regardless of when stretched performance
targets may be achieved, such options can only be exercised after FY28 (and even then, their exercise will depend on
the then share price and whether the options are “in the money”). If targets are not achieved and/or Michael O’Leary
(“MOL”) does not remain in employment to July 2028, then options will not vest or be exercisable.
(vi) Alignment to Culture
The Group has a policy of minimizing management expenses and accordingly it does not provide defined benefit
pensions, company cars, or unvouched expenses to senior managers. Expense claims must be vouched and are
rigorously vetted by the Group airlines CFO’s.
The total remuneration paid to Senior Management (defined as the Executive team reporting to the Board of Directors
together with all NED fees) is set out in Notes 18 and 26 of the consolidated Financial Statements. The Company’s
policy in respect of share-based remuneration is dealt with in section 6 below.
3. PERFORMANCE
FY25 highlights:
•
Traffic grew 9% to a record 200m, despite Boeing delivery delays.
•
Revenue per passenger fell 5% (average fare down 7% & ancillary revenue up 1%).
•
Cost per passenger flat as the cost gap widenes between Ryanair and competitor EU airlines.
•
176 Boeing 737 “Gamechangers” in 613 fleet at March 31, 2025.
•
Over 160 new routes for summer 2025.
•
Our industry leading ESG ratings were reconfirmed (MSCI: A; CDP: A-; & Sustainalytics: No.1 global large cap
airline) and our CSAT score improved to 86% (FY24: 85%).
•
7% of issued share capital purchased and cancelled.
•
Prohibition on non-EU nationals purchasing Ord. Shares discontinued in March 2025.
•
Final div. of €0.227 per share payable in September (subject to AGM approval).
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RYANAIR GROUP ANNUAL REPORT 2025
The Ryanair Group reported FY25 PAT of €1.61bn. Total revenue rose 4% to €13.95bn. Scheduled revenue increased
1% to €9.23bn as traffic (despite repeated Boeing delivery delays) grew 9% to over 200m at 7% lower fares. The
absence of a full Easter in Q1, consumer spending pressure (driven by higher-for-longer interest rates and inflation
in H1) and a big drop off in OTA bookings prior to summer 2024 necessitated repeated price stimulation in FY25.
Ancillary revenues delivered a solid performance, rising 10% to €4.72bn. Operating costs (flat on a per passenger
basis) were in line with expectations, rising 9% to €12.39bn as fuel hedge savings offset higher staff and other costs
due (in part) to repeated Boeing delivery delays.
Ryanair’s balance sheet is one of the strongest in the industry with a BBB+ credit rating (both S&P and Fitch). At March
31, gross cash was almost €4bn, boosted by delayed aircraft capex into FY26. Year end net cash was €1.3bn after
€1.6bn capex and over €1.9bn shareholder returns (incl. €1.5bn buybacks). In March, the Group enhanced its financial
flexibility by increasing its low-cost revolving credit facility to €1.1bn (was €0.75bn) and extending the term to March
2030 (from 2028). The Group’s owned Boeing 737 fleet (approx. 590 aircraft at year end) is fully unencumbered,
widening Ryanair’s cost advantage over competitor airlines. While Ryanair prepares to repay almost €2.1bn maturing
bonds over the next 12-months from internal cash resources, our competitors remain exposed to expensive (long-
term) finance and rising aircraft lease costs.
During FY25, Ryanair purchased and cancelled 7% of its issued share capital (over 77m shares) and has now retired
almost 36% of its issued share capital since 2008. In line with the Group’s capital allocation policy, €0.40 cumulative
dividends per share were paid during FY25 and a final dividend of €0.227 per share will be paid in September (subject
to AGM approval).
4. GROUP CEO PAY
In December 2022 MOL agreed to a 4-year contract extension as Group CEO to July 2028 (previously July 2024). As
part of this contract the Group CEO receives a fixed basic salary of €1.2m p.a. His maximum annual bonus is fixed at
no more than 50% of basic pay, subject to annual review. In line with best practice, MOL does not receive any pension
benefits. This contract extended the vesting period for the 10m share options granted in February 2019, which are
exercisable at a strike price of €11.12, but only if the Ryanair Group PAT exceeds €2.2bn (increased from a prior
€2.0bn target) in any year up to FY28 (inclusive) and/or the share price of the Company exceeds €21 for a period of
28 days between April 1, 2021 and March 31, 2028 (incl.). If these targets are not achieved, these share options will
lapse and MOL will receive nothing other than his basic salary and annual bonus. These options will also lapse should
MOL leave the Ryanair Group’s employment on/before the end of July 2028.
To the extent that options vest, they can only be exercised between April 2028 and February 2029. Additionally, they
will likely only be exercised to the extent that the then share price exceeds the share options strike price. The stretch
PAT and share price targets mean that the Group CEO is fully aligned with and committed to delivering superior
returns for shareholders over the entire term of his contract of employment. The Group CEO is subject to a covenant
not to compete with the Company within the EU for 12 months after the termination of his employment. The options
grant contains malus and claw back provisions.
The Group CEO is the only Executive Director of the Board. Following a review of his performance, and that of the
Group, in FY25 Remco awarded MOL a bonus of €600,000 (FY24: €588,000).
•
50% of the total bonus was payable if the Group’s FY25 traffic exceeded 200m passengers. If the traffic target was
not achieved in the fiscal year, then 40% was payable if the final outcome was 190m passengers, with a further 1%
awarded for every 1m additional passengers between 190m and 200m. Actual traffic for FY25 was over 200m.
Remco therefore awarded 50% of the maximum bonus linked to traffic growth, an amount of €300,000;
•
30% of the total bonus was payable if Ryanair’s customer satisfaction (“CSAT”) score was, on average, 85%.
The amount payable was to be scaled at 5% for an average CSAT score of 80%, 10% for 81%, 15% for 82%, 20%
for 83%, 25% for 84% and 30% for 85% or higher. As Ryanair’s FY25 CSAT score was 86%, a bonus amount of
€180,000 (30%) was awarded; and
•
20% of the total bonus was dependent upon achieving specific environmental targets. In FY25, 20% was payable
if the Company retained any “A” rating from CDP. If the Company did not achieve an A- (or better) rating, 15% of
the total bonus would be earned if the Company achieved at least a B rating. At March 31, 2025, the Group held
an A- rating from CDP, so a bonus of €120,000 (20%) was awarded.
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RYANAIR GROUP ANNUAL REPORT 2025
Based on the performance achieved against the published targets described above, the formulaic outcome was
a payment of €600,000, or 100% of the maximum bonus level. Remco considered the holistic performance of the
business during the year, as well as the experience of the wider stakeholders, and determined that this formulaic
outcome was appropriate in the circumstances and no further adjustment was required.
In relation to FY25, Remco were satisfied that the Remuneration Policy has operated as intended in terms of Company
performance and quantum.
The Group CEO’s pay and bonus for FY23, FY24 and FY25, is set out below:
Realized Remuneration
Basic €’000
Bonus €’000
Cash Total €’000
Percentage Change Y-O-Y
FY March 31, 2023
500
425
925
-5%
FY March 31, 2024
1,200
588
1,788
+93%
FY March 31, 2025
1,200
600
1,800
+0.7%
In each of the years above, the Company recorded a technical non-cash accounting charge in relation to share options granted to the Group CEO
(primarily 10m share options granted in February 2019). These charges were: €1.78m (2023); €2.89m (2024); and €2.03m (2025). No such payments
were made to the Group CEO. These options remain unvested.
In relation to FY26, the Group CEO’s base pay is unchanged at €1.2m and his maximum potential bonus is unchanged
at 50% of basic pay, subject to the achievement of the stretch targets set out above in section 2(ii) above.
5. NON-EXECUTIVE DIRECTORS (“NEDs”)
Directors are appointed following selection by Nomco, approval by the Board, and must be elected by the majority
of shareholders at the following AGM. Ryanair has adopted a policy whereby all Directors retire on an annual basis
and being eligible for re-election, offer themselves for election. This therefore gives Ryanair’s shareholders an annual
opportunity to vote on the suitability of each Director.
To ensure that NED compensation is competitive to attract quality candidates with the skills and experience to make
a valuable contribution to the Ryanair Board, in 2023 a review of NED remuneration was carried out. Arising from this
review (the first such review in over 10-years), and in keeping with the Group’s commitment to keep remuneration
competitive, simple and clear, from FY24 NED remuneration is structured as follows:
•
Base fee:
€75,000 p.a.
•
Additional fees payable for:
•
Senior Independent Director (“SID”):
€25,000 p.a.
•
Chair of Audit, Remuneration and Group Safety & Security Committees:
€25,000 p.a.
Additionally, every 2-years NEDs may be granted unconditional (i.e. no performance targets) ordinary shares under
LTIP 2019 with a value of approx. €50,000 (with grants awarded in June 2023 and March 2025).
From FY24 the Board Chairman’s fees are €150,000 p.a. and he also qualifies for a biennial grant of unconditional
ordinary shares under LTIP 2019 with a value of approx. €50,000 (with the first such grant being awarded in June
2023).
None of the NEDs hold a service agreement with the Company that provides for benefits upon termination.
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RYANAIR GROUP ANNUAL REPORT 2025
NED fees for FY25 and FY24 are set out below:
Fees and emoluments – NEDs
Fees
March 31, 2025*
€’000
March 31, 2024*
€’000
Change
Eamonn Brennan (i)
93.7
75.0
+25%
Róisín Brennan (ii)
100.0
100.0
0%
Michael Cawley (iii)
18.7
75.0
-75%
Emer Daly
75.0
75.0
0%
Geoff Doherty (iv)
100.0
88.7
+13%
Bertrand Grabowski (v)
75.0
37.5
+100%
Elisabeth Köstinger
75.0
75.0
0%
Jinane Laghrari Laabi (vi)
56.2
N/A
N/A
Stan McCarthy
150.0
150.0
0%
Howard Millar
75.0
75.0
0%
Dick Milliken (vii)
N/A
45.6
N/A
Roberta Neri (viii)
31.2
12.5
+150%
Anne Nolan
75.0
75.0
0%
Mike O’Brien
100.0
100.0
0%
Louise Phelan (iii)
18.7
100.0
-81%
Amber Rudd (vi)
56.2
N/A
N/A
Total
1,099.7
1,084.3
1%**
(i) Appointed Chair of Remco in July 2024. (ii) Appointed SID in April 2024 and retired as Chair of Remco in July 2024. (iii) Retired in June 2024.
(iv) Appointed Chair of the Audit Committee in September 2023. (v) Joined in October 2023. (vi) Joined in July 2024. (vii) Retired in September
2023. (viii) Joined in February 2024 and retired in September 2024.
*In FY25 the Company recorded a technical non-cash accounting charge of approximately €143k (2024: €200k) in relation to share options granted
to NEDs in February 2019, LTIPs granted in June 2023 and LTIPs granted in March 2025. Further details in relation to share options and LTIPs held
by Directors are set out on page 13 of the Directors’ Report.
**Weighted average change (determined on NED tenure) is 3%.
Change in remuneration of Directors
The average percentage change in remuneration for employees from FY25 compared to FY24 was an increase of
approximately 6%.
As of March 31
year on year increase/(decrease)
2025
2024
2023
2022
2021
Exec. Director Cash Remuneration
0.7%
93%
(5%)
290%*
(74%)
NED Fees**
3%
54%
0%
7%
(5%)
Ave. Remuneration per employee
6%
7%
28%
26%
(50%)
Passenger growth
9%
9%
74%
246%
(81%)
*In FY21 (during the Covid pandemic) the Group CEO agreed to a 50% cut in basic pay and waived any bonus in solidarity with our people who
agreed pay cuts of between 5% to 20%. These pay cuts were restored in FY22.
**Weighted average change based on NED tenure. During FY24 NED fees increased following a detailed review (the first such review in over 10
years).
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RYANAIR GROUP ANNUAL REPORT 2025
As another measure of performance, we are disclosing the Total Shareholder Return of Ryanair compared to peers
over the past ten years, as represented in the following graph:
10 years Total Shareholder Return (“TSR”)
*Peer index comprised of Air France-KLM, EasyJet, IAG, Lufthansa, Southwest and Wizz Air.
6. SHARE BASED REMUNERATION
The Company’s share option plan, which was approved by shareholders at the 2013 AGM (“Options Plan 2013”),
encourages our people to think and act like long-term shareholders and prioritize sustainable returns. While this
plan was successful, following a broad review by Remco (with the assistance of Deloitte) of the Company’s variable
pay arrangements during 2019, it became clear there was a need to introduce a more regular, formalized, long- term
incentive arrangement for senior managers. As such, at the September 2019 AGM the Company requested, and
received, shareholder approval for the 2019 Long-Term Incentive Plan (“LTIP 2019”). Under this framework, senior
managers may be eligible to receive regular awards, typically of whole shares rather than share options, with vesting
based on performance against stretching three-year targets.
In light of the award of options in February 2019 (as part of his then contract renewal, subsequently extended in
December 2022) to the Group CEO under Options Plan 2013, Remco has determined that no awards will be made to
the Group CEO under LTIP 2019 for the duration of his existing contract out to July 2028. While NEDs are permitted
to receive share awards (but not options) under LTIP 2019, such awards, in line with good corporate governance, are
not subject to performance conditions.
This more formal framework, over time, provides senior managers with a schedule of overlapping awards, each
aligned with key performance goals for their respective periods. In this manner Remco considers that it acts as a
more effective driver of sustainable returns than the previous framework and a strong retention tool. It is recognized
that the framework of LTIP 2019 is more aligned with the general direction of the market, with arrangements in close
peers, and with the expectations of many shareholders.
The performance conditions which attach to awards granted to senior managers under the LTIP 2019 are currently a
combination of absolute traffic growth, relative TSR performance against airline peers and achievement of ESG targets.
Absolute traffic growth drives bottom-line financial performance and is a key performance indicator for Ryanair, TSR
measures the Company’s relative performance against peers and reflects the overall shareholder experience and
ESG targets (including environmental targets) align with the Group’s goal of reducing its CO2 per passenger/km and
enhancing CSAT scores over the coming years. Remco has the discretion to determine appropriate performance
targets (which may be different to those set out above) when making grants under LTIP 2019.
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RYANAIR GROUP ANNUAL REPORT 2025
A description of the Company’s Option Plan 2013 and LTIP 2019 are available on pages 231 and 232. Details of the
share options granted to Directors are set forth on page 13 of the Directors’ Report.
Prior to the shareholder approval of LTIP 2019, share options were granted occasionally (under Options Plan 2013), at
the discretion of the Board and Remco, to incentivize superior performance by the management team, to encourage
their long-term commitment to Ryanair and to align the objectives of management with those of the shareholders.
Management are encouraged, through share-based remuneration, to think and act like long term shareholders and
prioritize shareholder returns. Options will only be exercisable where stretched PAT or share price targets have
been achieved over a defined vesting period. A further vesting condition is that managers must remain in full time
employment for an agreed period from the grant date in order to exercise these options. The multi-year targets set by
Remco are ambitious and option grants contain malus and clawback provisions.
As at March 31, 2025, 4 NEDs held a modest number of vested share options as set out in the Director’s Report on
page 13. Whilst the 2018 Code discourages the grant of options to NEDs, the Company has a policy of complying
with these codes or explaining why it does not. In this case, because of its substantial NASDAQ listing and U.S.
shareholder base, where U.S. investors traditionally encouraged and promote modest NED options, the Company
historically granted a small amount of share options to NEDs. The Company, in accordance with the 2018 Code,
sought and received shareholder approval to make these share option grants and Remco believes that this very
modest number of options does not impair the independence of judgement or character of NEDs.
Following consultation with shareholders and the subsequent adoption of LTIP 2019 at the 2019 AGM, no further
share options or performance related shares will be granted to NEDs. This legacy issue will, therefore, naturally
disappear by February 2026 as vested options are either exercised or lapse. There are no other outstanding share
options granted to NEDs.
As at March 31, 2025, NEDs were granted ordinary shares, as set out below, under LTIP 2019. NED grants are not
subject to performance targets. Shares granted in June 2023 (“2023 Grant”) and March 2025 (“2025 Grant”) vest in
May 2026 and May 2028, respectively. Further details are set out on pages 231 and 232.
Non-conditional share grants
No. of Shares
2025 Grant
2023 Grant
Eamonn Brennan
2,501
3,984
Róisín Brennan
2,501
3,984
Emer Daly
2,501
3,984
Geoff Doherty
2,501
3,984
Bertrand Grabowski
2,501
N/A
Elisabeth Köstinger
2,501
3,984
Jinane Laghrari Laabi
2,501
N/A
Stan McCarthy
2,501
3,984
Howard Millar
2,501
3,984
Anne Nolan
2,501
3,984
Mike O’Brien
2,501
3,984
Amber Rudd
2,501
N/A
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RYANAIR GROUP ANNUAL REPORT 2025
Ryanair complies with the Investment Association’s Principles of Remuneration whereby the Company’s share-based
remuneration schemes do not exceed 10% of the issued share capital in any rolling 10-year period.
Details of employee share option plans are set forth on pages 310 and 311 in Note 14(c) to the consolidated Financial
Statements.
7. DIRECTORS’ PENSION BENEFITS
Directors, including the Executive Director, do not receive pension benefits related to their role as set forth in Note
18(c) to the consolidated Financial Statements.
8. DIRECTORS’ SHAREHOLDINGS
The interests of each Director, that held office at the end of FY25, in the share capital of the Company as at March 31,
2025, are set out in the table below.
The Group CEO has a 4.1% shareholding which aligns his interests with those of long-term shareholders and
considerably exceeds the Pensions and Lifetime Savings Association recommendation on Executive Director share
ownership (c.200% of base salary).
No. of Shares
(excl. unvested LTIPs) at
March 31, 2025
March 31, 2024
March 31, 2023
Eamonn Brennan
7,327
7,327
N/A
Róisín Brennan
4,000
4,000
4,000
Emer Daly
53,840
6,840
6,840
Geoff Doherty
85,700
50,700
50,700
Bertrand Grabowski
—
—
N/A
Elisabeth Köstinger
—
—
N/A
Jinane Laghrari Laabi
—
N/A
N/A
Stan McCarthy
10,000
10,000
10,000
Howard Millar
500,000
500,000
500,000
Anne Nolan
9,018
9,018
—
Mike O’Brien
4,405
4,405
4,405
Michael O’Leary
44,099,892
44,099,892
44,096,725
Amber Rudd
—
N/A
N/A
9. SHAREHOLDERS’ VOTES ON REMUNERATION REPORT
A resolution to approve the Remuneration Report will be put to shareholders at the Company’s AGM. This advisory
and non-binding resolution is often referred to as a “say on pay”. Details of the voting outcomes at the 2024, 2023
and 2022 AGMs are set out below:
Remuneration Report
2024 VOTES (m)
2023 VOTES (m)
2022 VOTES (m)
For
182 (90%)
166 (91%)
141 (98%)
Against
20 (10%)
16 (9%)
3 (2%)
Total
202 (100%)
182 (100%)
144 (100%)
At the 2024 and 2023 AGMs, Discretionary proxies representing approximately 0.001% of shares were voted in favour
of the resolutions by the meeting’s Chairman.
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RYANAIR GROUP ANNUAL REPORT 2025
The Company has actively engaged with shareholders, and the large ESG proxy advisor firms (incl. Glass Lewis, ISS,
MSCI, PIRC, Sustainalytics and the UK Investor Forum) on corporate governance matters in recent years, including
during FY25. Key areas of engagement during FY25 included the annual Ryanair Governance Forums held in Dublin
in April 2024; quarterly investor roadshows; the Chairman and SID annual meeting with shareholders following the
2024 AGM; and shareholder engagement in relation to varying the Company’s approach to ownership and control
restrictions in a manner that continues to ensure compliance with EU Reg. 1008/2008.
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RYANAIR GROUP ANNUAL REPORT 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT
AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the
Annual Report and the Group and Company financial
statements, in accordance with applicable law and
regulations. The Directors responsibilities for the
Sustainability Statement are discussed in full in
the Statement of Directors' Responsibilities for the
Sustainability Statement on page 154.
Company law requires the Directors to prepare Group
and Company financial statements for each financial
year. Under that law, the Directors are required to prepare
the Group financial statements in accordance with IFRS
Accounting Standards as adopted by the European
Union and applicable law including Article 4 of the IAS
Regulation. The Directors have elected to prepare the
Parent Company financial statements in accordance
with IFRS Accounting Standards as adopted by the
European Union as applied in accordance with the
provisions of the Companies Act 2014. In preparing
the Group Financial Statements the Directors have also
elected to comply with IFRS Accounting Standards
as issued by the International Accounting Standards
Board (“IASB”).
Under company law, the Directors must not approve the
Group and Company financial statements unless they
are satisfied that they give a true and fair view of the
assets, liabilities and financial position of the Group and
Company and of the Group’s profit or loss for that year.
In preparing each of the Group and Parent Company
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 Group and 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 Group
or Company or to cease operations or have no
realistic alternative but to do so.
The Directors are also required by the Transparency
(Directive
2004/109/EC)
Regulations
2007
(as
amended) and the Central Bank (Investment Market
Conduct) Rules to include a management report
containing a fair review of the business and a
description of the principal risks and uncertainties
facing the Group.
The Directors are responsible for keeping adequate
accounting records which disclose with reasonable
accuracy at any time the assets, liabilities, financial
position and profit or loss of the Company and which
enable them to ensure that the financial statements
comply with the provision of the Companies Act
2014. The Directors are also responsible for taking
all reasonable steps to ensure such records are kept
by its subsidiaries which enable them to ensure that
the financial statements of the Group comply with
the provisions of the Companies Act 2014 including
Article 4 of the IAS Regulation. 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 safeguarding the assets of the Group, and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities. The Directors
are also responsible for preparing a Directors’ Report
that complies with the requirements of the Companies
Act 2014.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Group’s and Company’s website,
https://investor.ryanair.com. Legislation in the Republic
of Ireland concerning the preparation and dissemination
of financial statements may differ from legislation in
other jurisdictions.
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RYANAIR GROUP ANNUAL REPORT 2025
STATEMENT OF DIRECTORS' RESPONSIBILITIES
IN RESPECT OF THE SUSTAINABILITY STATEMENT
The Directors are responsible for the preparation of the Sustainability Statement in accordance with Part 28 of the
Companies Act 2014, including the Sustainability Statement in a clearly identifiable dedicated section of the Directors’
Report.
The Directors are also responsible for designing, implementing and maintaining such internal controls that they
determine are relevant to enable the preparation of the Sustainability Statement in accordance with Part 28 of the
Companies Act 2014, that is free from material misstatement, whether due to fraud or error.
In preparing the Sustainability Statement, the directors are required to:
•
prepare the statement in accordance with the European Sustainability Reporting Standards (“ESRS”) including
the selection and application of appropriate sustainability reporting methods;
•
disclose the double materiality assessment process performed to identify the information required to be reported
in the Sustainability Statement;
•
prepare the disclosures within the environmental section of the Sustainability Statement, in compliance with
Article 8 of EU Regulation 2020/852 (the “Taxonomy Regulations”);
•
ensure that the Group maintains adequate records for the preparation of the Sustainability Statement;
•
make judgements and estimates that are reasonable in the circumstances including the identification and
description of any inherent limitations in the measurement or evaluation of information in the Sustainability
Statement; and
•
prepare forward-looking information, where applicable, on the basis of disclosed assumptions about events that
may occur in the future and possible future actions by the Group.
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RYANAIR GROUP ANNUAL REPORT 2025
RESPONSIBILITY STATEMENT AS REQUIRED
BY THE TRANSPARENCY DIRECTIVE
AND UK CORPORATE GOVERNANCE CODE
Each of the Directors in office at the date of this Annual Report, confirm that, to the best of each person’s knowledge
and belief:
•
The Group financial statements, prepared in accordance with IFRS Accounting Standards as adopted by the
European Union and IFRS Accounting Standards as issued by the IASB, and the Parent Company financial
statements prepared in accordance with IFRS Accounting Standards as adopted by the European Union and IFRS
Accounting Standards as issued by the IASB, as applied in accordance with the provisions of Companies Act
2014, give a true and fair view of the assets, liabilities, and financial position of the Group and Company at March
31, 2025 and of the profit or loss of the Group for the year then ended;
•
The Directors’ report contained in the Annual Report includes a fair review of the development and performance
of the business and the position of the Group and Company, together with a description of the principal risks and
uncertainties that they face; and
•
The Annual Report and financial statements, taken as a whole, provides the information necessary to assess the
Group’s performance, business model and strategy and is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s position and performance, business model and
strategy.
On behalf of the Board
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
May 16, 2025
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RYANAIR GROUP ANNUAL REPORT 2025
PRESENTATION OF FINANCIAL
AND CERTAIN OTHER INFORMATION
As used herein, the term “Ryanair Holdings” refers to
Ryanair Holdings plc. The term the “Company” refers
to Ryanair Holdings or Ryanair Holdings together with
its consolidated subsidiaries, as the context requires.
The term “Ryanair” refers to Ryanair DAC, a wholly
owned subsidiary of Ryanair Holdings, together with
its consolidated subsidiaries, unless the context
requires otherwise. The term “Ryanair Group” refers
to the wholly owned subsidiary airlines of Ryanair
Holdings, including Ryanair Sun S.A. (“Buzz”), Lauda
Europe Limited (“Lauda”), Malta Air Limited, Ryanair
DAC, and Ryanair UK Limited. The term “Fiscal year”
or “FY” refers to the 12-month period ended on March
31 of the quoted year. The term “Ordinary Shares”
refers to the outstanding par value 0.600 euro cent per
share common stock of the Company. All references
to “Ireland” herein are references to the Republic of
Ireland. All references to the “UK” herein are references
to the United Kingdom and all references to the
“United States” or “U.S.” herein are references to the
United States of America. References to “U.S. dollars,”
“dollars,” “$” or “U.S. cents” are to the currency of the
United States, references to “UK pound sterling,” “UK £”
and “£” are to the currency of the UK and references
to “€,” “euro,” “euros” and “euro cent” are to the euro,
the common currency of twenty member states of the
European Union (the “EU”), including Ireland. Various
amounts and percentages set out in this Annual Report
on Form 20-F have been rounded and accordingly may
not total.
The Company owns or otherwise has rights to the
trademark Ryanair® in certain jurisdictions. See “Item 4.
Information on the Company—Trademarks.” This report
also makes reference to trade names and trademarks
of companies other than the Company.
The Company publishes its annual and interim
consolidated financial statements in accordance with
International Financial Reporting Standards Accounting
Standards as issued by the International Accounting
Standards Board (“IASB”).
Additionally, in accordance with its legal obligation to
comply with the International Accounting Standards
Regulation (EC 1606 (2002)), which applies throughout
the EU, the consolidated financial statements of the
Company must comply with International Financial
Reporting Standards Accounting Standards as adopted
by the EU. Accordingly, the Company’s consolidated
financial statements and the selected financial data
included herein comply with International Financial
Reporting Standards Accounting Standards as issued
by the IASB and also International Financial Reporting
Standards Accounting Standards as adopted by the
EU, in each case as in effect for the year ended and
as of March 31, 2025 (collectively referred to as “IFRS”
throughout).
The Company publishes its consolidated financial
statements in euro. Solely for the convenience of the
reader, this report contains translations of certain euro
amounts into U.S. dollars at specified rates. These
translations should not be construed as representations
that the converted amounts actually represent such
U.S. dollar amounts or could be converted into U.S.
dollars at the rates indicated or at any other rate. Unless
otherwise indicated, such U.S. dollar amounts have
been translated from euro at a rate of €1.00 = $1.0796,
or $1.00 = €0.9263, the official rate published by the
U.S. Federal Reserve Board in its weekly “H.10” release
(the “Federal Reserve Rate”) on March 31, 2025. See
“Item 3. Key Information” for information regarding
historical rates of exchange relevant to the Company,
and “Item 5. Operating and Financial Review and
Prospects” and “Item 11. Quantitative and Qualitative
Disclosures About Market Risk” for a discussion of the
effects of changes in exchange rates on the Company.
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RYANAIR GROUP ANNUAL REPORT 2025
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
Except for the historical statements and discussions
contained herein, statements contained in this report
constitute “forward-looking statements” within the
meaning of Section 27A of the U.S. Securities Act of
1933, as amended (the “Securities Act”), and Section
21E of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Forward-looking statements may include words such
as “expect,” “estimate,” “project,” “anticipate,” “should,”
“intend,” and similar expressions or variations on such
expressions. Any filing made by the Company with the
U.S. Securities and Exchange Commission (the “SEC”)
may include forward-looking statements. In addition,
other written or oral statements which constitute
forward-looking statements have been made and may
in the future be made by or on behalf of the Company,
including statements concerning its future operating
and financial performance, the Company’s share of new
and existing markets, general industry and economic
trends and the Company’s performance relative thereto
and the Company’s expectations as to requirements
for capital expenditures and regulatory matters. The
Company’s business is to provide a low fares airline
service in Europe and North Africa, and its outlook is
predominantly based on its interpretation of what it
considers to be the key economic factors affecting that
business and the European economy.
Forward-looking statements with regard to the
Company’s business rely on a number of assumptions
concerning future events and are subject to a number
of uncertainties and other factors, many of which are
outside the Company’s control, that could cause actual
results to differ materially from such statements.
It is not reasonably possible to itemize all the many
factors and specific events that could affect the outlook
and results of an airline operating in the European
economy.
Among the factors that are subject to change and could
significantly impact Ryanair's expected results and the
price of its securities are the airline pricing environment,
fuel costs, competition from new and existing carriers,
market prices for the maintenance and replacement
of aircraft, costs associated with environmental,
safety and security measures, actions of the Irish, UK,
European Union ("EU") and other governments and their
respective regulatory agencies, litigation, post-Brexit
uncertainties, changes in the structure of the European
Union, any further change in the restrictions on the
ownership of Ryanair's ordinary shares and the voting
rights of its shareholders and ADR holders, including
as a result of regulatory changes or the actions of
Ryanair itself, weather related disruptions, ATC strikes
and staffing related disruptions, aircraft availability and
delays in the delivery of contracted aircraft, dependence
on external service providers and key personnel, supply
chain disruptions, tariffs, fluctuations in corporate
tax rates, currency exchange rates and interest rates,
airport access and charges, labour relations, the
economic environment of the airline industry, the
general economic environment in Ireland, the UK and
Continental Europe, continued acceptance of low fares
airlines, the general willingness of passengers to travel,
war, geopolitical uncertainty and other economic, social
and political factors, significant outbreaks of airborne
disease and global pandemics such as Covid-19 and
unforeseen security events, terrorist attacks and cyber-
attacks.
The Company disclaims any obligation to update or
revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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TABLE OF CONTENTS
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
161
Item 2.
Offer Statistics and Expected Timetable
161
Item 3.
Key Information
161
The Company
161
Selected Financial Data
162
Selected Operating and Other Data
163
Risk Factors
164
Item 4.
Information on the Company
184
Introduction
184
Strategy
185
Route System, Scheduling and Fares
189
Marketing and Advertising
190
Reservations on Ryanair.com
190
Aircraft
191
Ancillary Services
193
Maintenance and Repairs
193
Safety Record
194
Airport Operations
195
Fuel
196
Insurance
196
Facilities
197
Trademarks
198
The Environment
198
Government Regulation
200
Description of Property
210
Item 4A.
Unresolved Staff Comments
210
Item 5.
Operating and Financial Review and Prospects
210
History
210
Business Overview
210
Results of Operations
212
FY25 Compared with FY24
212
FY24 Compared with FY23
214
Seasonal Fluctuations
214
Recently Issued Accounting Standards
214
Liquidity and Capital Resources
214
Contractual Obligations
216
Trend Information
217
Off-Balance Sheet Transactions
217
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RYANAIR GROUP ANNUAL REPORT 2025
Item 6.
Directors, Senior Management and Employees
218
Directors
218
Senior Management
223
Compensation of Directors and Senior Management
224
Staff and Labor Relations
225
Compensation Recovery
225
Item 7.
Major Shareholders and Related Party Transactions
226
Major Shareholders
226
Related Party Transactions
226
Item 8.
Financial Information
226
Consolidated Financial Statements
226
Other Financial Information
227
Significant Changes
229
Item 9.
The Offer and Listing
230
Trading Markets
230
Item 10.
Additional Information
231
Description of Capital Stock
231
Options to Purchase Securities from Registrant or Subsidiaries
231
Articles of Association
232
Material Contracts
234
Exchange Controls
234
Limitations on Share Ownership by Non-EU Nationals
235
Taxation
239
Documents on Display
244
Item 11.
Quantitative and Qualitative Disclosures About Market Risk
245
General
245
Fuel Price Exposure and Hedging
245
Carbon Exposure and Hedging
246
Foreign Currency Exposure and Hedging
247
Interest Rate Exposure and Hedging
248
Item 12.
Description of Securities Other than Equity Securities
249
PART II
Item 13.
Defaults, Dividend Arrearages and Delinquencies
250
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
250
Item 15.
Controls and Procedures
250
Disclosure Controls and Procedures
250
Management’s Annual Report on Internal Control Over Financial Reporting
250
Changes in Internal Control Over Financial Reporting
251
Item 16.
Reserved
251
Item 16A.
Audit Committee Financial Expert
251
160
RYANAIR GROUP ANNUAL REPORT 2025
Item 16B.
Code of Ethics
251
Item 16C.
Principal Accountant Fees and Services
251
Item 16D.
Exemptions from the Listing Standards for Audit Committees
252
Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
252
Item 16F.
Change in Registrant’s Certified Accountant
253
Item 16G.
Corporate Governance
253
Item 16H.
Mine Safety Disclosure
253
Item 16I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
253
Item 16J.
Insider trading policies
253
Item 16k.
Cybersecurity
253
PART III
Item 17.
Financial Statements
255
Item 18.
Financial Statements
256
161
RYANAIR GROUP ANNUAL REPORT 2025
Table of Contents
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
THE COMPANY
Ryanair Holdings operates a low-fare, low cost scheduled airline group serving short-haul, point-to-point routes
from 93 bases to airports across Europe and North Africa, which together are referred to as “Ryanair’s bases.” For a list
of these bases, see “Item 4. Information on the Company—Route System, Scheduling and Fares.” Ryanair pioneered the
low-fares air travel model in Europe in the early 1990s. As of March 31, 2025, the Ryanair Group had a fleet of 587 Boeing
737s, including 176 Boeing 737-8200 “Gamechanger” aircraft. In addition, the Group had 26 leased Airbus A320 aircraft
(total short-haul fleet of 613 aircraft). The Group offers over 3,500 short-haul flights per day serving approximately 230
airports across Europe and North Africa. A detailed description of the Company’s business can be found in “Item 4.
Information on the Company”.
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RYANAIR GROUP ANNUAL REPORT 2025
SELECTED FINANCIAL DATA
The following tables set forth certain of the Company’s selected consolidated financial information as of and
for the periods indicated. Financial information presented in euro in the table below has been derived from the
consolidated financial statements that are prepared in accordance with International Financial Reporting Standards
Accounting Standards (“IFRS”). The financial information for fiscal year ended March 31, 2025 (“FY25”) has been
translated from € to U.S.$ using the Federal Reserve Rate on March 31, 2025. This information should be read in
conjunction with: (i) the audited consolidated financial statements of the Company and related notes thereto included
in Item 18 and (ii) “Item 5. Operating and Financial Review and Prospects.”
Income Statement Data:
Fiscal year ended March 31,
2025(a)
2025
2024
2023
2022
2021
(in millions, except per-Ordinary Share data)
Total operating revenues
$ 15,058.8 € 13,948.5 € 13,443.8 € 10,775.2 € 4,800.9 € 1,635.8
Total operating expenses
$ (13,376.8) € (12,390.5) € (11,383.1) € (9,332.6) € (5,140.5) € (2,475.2)
Operating profit/(loss)
$ 1,682.0 € 1,558.0 € 2,060.7 € 1,442.6 € (339.6) € (839.4)
Other income/(expense)
$
244.4 €
226.4 €
67.3 €
(0.1) €
(90.2) € (269.3)
Profit/(loss) before taxation
$ 1,926.4 € 1,784.4 € 2,128.0 € 1,442.5 € (429.8) € (1,108.7)
Tax (expense)/credit
$
(186.6) €
(172.8) €
(210.9) € (128.7) €
189.0 €
93.6
Profit/(loss) after taxation
$ 1,739.9 € 1,611.6 € 1,917.1 € 1,313.8 € (240.8) € (1,015.1)
Ryanair Holdings basic earnings/(loss) per Ordinary
Share (U.S. dollars)/(euros)
$
1.5796 €
1.4631 €
1.6828 € 1.1557 € (0.2130) € (0.9142)
Ryanair Holdings diluted earnings/(loss) per Ordinary
Share (U.S. dollars)/(euros)
$
1.5707 €
1.4549 €
1.6743 € 1.1529 € (0.2130) € (0.9142)
Balance Sheet Data:
As of March 31,
2025(a)
2025
2024
2023
2022
2021
(in millions)
Cash and cash equivalents
$ 4,170.8 € 3,863.3 € 3,875.4 € 3,599.3 € 2,669.0 € 2,650.7
Total assets
$ 18,900.6 € 17,507.0 € 17,175.6 € 16,405.9 € 15,149.8 € 12,328.0
Current and long-term debt, including lease obligations
$ 2,896.2 € 2,682.7 € 2,746.8 € 4,116.2 € 5,077.4 € 5,426.8
Shareholders’ equity
$ 7,597.0 € 7,036.9 € 7,614.2 € 5,643.0 € 5,545.3 € 4,646.6
Issued share capital
$
6.9 €
6.4 €
6.9 €
6.9 €
6.8 €
6.7
Weighted Average Number of Ordinary Shares in issue
during the year
1,101.5
1,101.5
1,139.2 1,136.8
1,130.5 1,110.4
Cash Flow Statement Data:
Fiscal year ended March 31,
2025(a)
2025
2024
2023
2022
2021
(in millions)
Net cash inflow/(outflow) from operating activities*
$ 3,687.6
€ 3,415.7
€ 3,157.9
€ 3,891.0
€ 1,940.5
€ (2,448.0)
Net cash (outflow)/inflow from investing activities
$ (1,545.4)
€ (1,431.5)
€ (1,560.4)
€ (1,901.2)
€ (1,414.4)
€
937.0
Net cash (outflow)/inflow from financing activities*
$ (2,156.0)
€ (1,997.0)
€ (1,326.3)
€ (1,054.0)
€ (536.5)
€ 1,622.5
Increase/(decrease) in cash and cash equivalents
$
(13.8)
€
(12.8)
€
271.2
€
935.8
€
(10.4)
€
111.5
*Amounts are inclusive of net foreign currency differences
(a) Dollar amounts are initially measured in euro in accordance with IFRS and then translated to U.S.$ solely for convenience at the Federal
Reserve Rate on March 31, 2025 of €1.00 = $1.0796 or $1.00 = €0.9263.
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RYANAIR GROUP ANNUAL REPORT 2025
SELECTED OPERATING AND OTHER DATA
The following tables set forth certain operating data of Ryanair for each of the fiscal years shown. Such data
are derived from the Company’s consolidated financial statements prepared in accordance with IFRS and from certain
other data, and are not audited. For definitions of the terms used in this table, see the Glossary in Appendix A.
Fiscal Year ended March 31,
Operating Data:
2025
2024
2023
2022
2021
Operating Margin
11%
15%
13%
(7)%
(51)%
Break-even Load Factor
84%
80%
81%
88%
108%
Average Booked Passenger Fare (€)
46.10
49.78
41.12
27.33
37.65
Ancillary Rev. per Booked Passenger (€)
23.57
23.40
22.81
22.13
21.80
Total Rev. per Booked Passenger (€)
69.67
73.18
63.93
49.47
59.45
Cost Per Booked Passenger (€)
61.88
61.96
55.37
52.97
89.95
Average Fuel Cost per U.S. Gallon (€)
3.02
3.23
2.46
1.92
1.74
Fiscal Year ended March 31,
Other Data:
2025
2024
2023
2022
2021
Revenue Passengers Booked (millions)
200
184
169
97
28
Booked Passenger Load Factor
94%
94%
93%
82%
71%
Average Sector Length (miles)
783
780
766
772
776
Sectors Flown ('000)
1,109.3
1,022.4
946.6
620.5
204.8
Number of Airports Served at Period End
228
235
222
223
225
Average Daily Flight Hour Utilization (hours)
9.57
9.38
9.40
6.88
2.37
Team Members at Period End
25,952
27,076
22,261
19,116
15,016
Team Members per Aircraft at Period End
42
46
41
38
33
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RYANAIR GROUP ANNUAL REPORT 2025
RISK FACTORS
Risks Related to the Company
The Company may not be successful in increasing fares to cover rising business costs. Ryanair operates a low-
fares airline. The success of its business model depends on its ability to control costs so as to deliver low fares while
at the same time earning a profit. Ryanair has limited control over its fuel costs and already has comparatively low
operating costs. In periods of high fuel costs, if Ryanair is unable to further reduce its other operating costs or generate
additional revenues, operating profits are likely to fall. Ryanair cannot offer any assurances regarding its future
profitability. Changes in fuel costs and availability could have a material adverse impact on Ryanair’s results. See “—
Changes in fuel costs and availability affect the Company’s results” and “—The Company faces significant price and
other pressures in a highly competitive environment”.
Changes in fuel costs and availability affect the Company’s results. Jet fuel is subject to wide price fluctuations
as a result of many economic and political factors and events occurring throughout the world that Ryanair can neither
control nor accurately predict, including increases in demand, sudden disruptions in supply and other concerns about
global supply, as well as market speculation. Oil prices increased significantly following Russia’s invasion of Ukraine in
February 2022 and remain volatile in light of the conflict in the Middle East and uncertainty surrounding global import
tariffs. As international prices for jet fuel are denominated in U.S. dollars, Ryanair’s fuel costs are also subject to certain
exchange rate risks. Substantial price increases, adverse exchange rates, or the unavailability of adequate fuel supplies,
including, without limitation, any such events resulting from international terrorism, prolonged hostilities in Central
Eastern Europe, the Middle East or other oil-producing regions or the suspension of production by any significant
producer, may adversely affect Ryanair’s profitability. In the event of a fuel shortage resulting from a disruption of oil
imports or otherwise, additional increases in fuel prices or a curtailment of scheduled services could result.
Ryanair enters into hedging arrangements providing for substantial protection against fluctuations in fuel prices,
generally through forward swap contracts, typically covering periods of up to 12-18 months of anticipated jet fuel
requirements. Ryanair is exposed to risks arising from fluctuations in the price of fuel, and movements in the euro/U.S.
dollar exchange rate, especially in light of volatility in the relevant currency and commodity markets. Any movements in
fuel costs could have a material adverse effect on Ryanair’s financial performance. In addition, any strengthening of the
U.S. dollar against the euro could have an adverse effect on the cost of buying fuel in euro.
No assurances whatsoever can be given about trends in fuel prices. Average fuel prices for future years may be
significantly higher than current prices. There also cannot be any assurance that Ryanair’s current or any future
arrangements will be adequate to protect Ryanair from increases in the price of fuel or that Ryanair will not incur losses
due to high fuel prices, either alone or in combination with other factors. Because of Ryanair’s low fares as well as
Ryanair’s expansion plans, which could have a negative impact on yields, its ability to pass on increased fuel costs to
passengers through increased fares or otherwise is somewhat limited. The expansion of Ryanair’s fleet has resulted
and will likely (in coming years) continue to result in an increase in Ryanair’s aggregate fuel consumption.
Additionally, declines in the price of oil and/or capacity declines may expose Ryanair to some risk of hedging
losses and hedge ineffectiveness that could lead to negative effects on Ryanair’s financial condition and/or results of
operations.
A majority of Ryanair’s aircraft and certain parts are sourced from a single supplier; therefore, Ryanair would be
materially and adversely affected if such supplier were unable to provide additional equipment or support. Because Ryanair
currently sources the majority of its aircraft and many related aircraft parts from Boeing, if Ryanair were unable to acquire
additional aircraft or sufficient spare parts from Boeing, or if Boeing were unable or unwilling to make timely deliveries
of aircraft or to provide adequate support for its products, Ryanair’s operations could be materially and adversely
affected.
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RYANAIR GROUP ANNUAL REPORT 2025
There can be no assurance that the FAA and/or EASA will not, now or in the future, apply additional maintenance
or oversight in relation to the operation of the Boeing 737-8200 aircraft, that will delay delivery of these aircraft and/or
materially increase the cost of operating this aircraft type.
Imposition of tariffs by the United States and/or other countries, escalating global trade tensions and an increase
in trade protectionism could have a material adverse effect on Ryanair’s business, results of operation and financial
condition. The current U.S. administration has voiced strong concerns about imports from countries that it perceives as
engaging in unfair trade practices creating “asymmetries in trade relationships” between the U.S. and a number of its
trading partners. On April 2, 2025, the U.S. administration announced the imposition of “reciprocal tariffs” of either 10%,
or a heightened country-specific rate, with the increased rates replacing the 10% rate. On April 9, 2025, the U.S.
administration announced a 90-day pause on the higher reciprocal tariff for all affected countries, except for China which
is subject to an even higher rate. However, the baseline tariff of 10% remains in place. Some affected countries have
already announced retaliatory measures on U.S. imports and others may follow. The scope and nature of further
retaliation remains uncertain.
Ryanair sources its aircraft and many aircraft parts from the U.S., and the imposition of new tariffs, an increase
in existing tariffs, retaliatory tariffs or any other escalation of the trade war involving the EU and/or the US may lead to
higher costs that Ryanair may have to absorb, negatively affect Ryanair’s supply chains and adversely affect its business
and results of operations. As a result, Ryanair may have to postpone or cancel delivery of certain orders, including aircraft
or parts, and may choose not to make more of such orders in the future.
Additionally, the effects of these tariffs cannot be predicted with certainty but many economists and other
market experts have indicated an increased likelihood of global recession as a result of the potential disruption to
international trade. Ryanair is unable to predict the evolution or outcome of these developments or to quantify the impact
that tariffs would have on its business or financial condition, but trade wars or other governmental actions, including
retaliatory measures related to tariffs or international trade agreements, could have a material adverse effect on demand
for Ryanair’s services, its costs, customers, suppliers and/or the Irish, EU, UK, U.S. or world economy or certain sectors
thereof and, in turn, Ryanair’s business and financial results.
Ryanair is subject to cyber security risks and may incur increasing costs in an effort to minimize those risks. As
almost all of Ryanair’s reservations are made through its website and mobile app, security breaches could expose it to
a risk of loss or misuse of customer information, litigation and potential liability. Third-party service organizations are
used for both the reservation and flight planning processes. These third-party service organizations are also subject to
cyber security risks. Ryanair secures its website and follows the recommendations set out in the U.S. National Institute
of Standards and Technology’s Cyber Security Framework. Nevertheless, the security measures which have been or will
be implemented may not be effective, and Ryanair’s systems may be vulnerable to theft, loss, damage, and interruption
from a number of potential sources and events, including unauthorized access or security breaches, cyber-attacks,
computer viruses, power loss, or other disruptive events. The methods used to obtain unauthorized access, disable, or
degrade service or sabotage systems are constantly evolving and may be difficult to anticipate or to detect for long
periods of time. Ryanair may not have the resources or technical sophistication to anticipate or prevent these rapidly
evolving types of cyber-attacks. Attacks may be targeted at Ryanair, its customers and suppliers, or others who have
entrusted it with information. Moreover, the war in Ukraine has resulted in a heightened risk of cyberattacks against
companies like ours that have operations, vendors and/or supply chain providers located around the region of conflict.
While Ryanair has experienced and expects to continue to experience these types of threats and incidents, the Group
has not detected any material cyber security events during FY25.
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RYANAIR GROUP ANNUAL REPORT 2025
Ryanair is subject to increasingly complex data protection laws and regulations. Ryanair’s business involves the
processing and storage on a large scale of personal data relating to its customers, employees, business partners and
others. Ryanair is subject to the European Union’s General Data Protection Regulation 2016/679 (the “GDPR”) (which
became fully applicable on May 25, 2018) as well as relevant national implementing legislation (Irish Data Protection
Act 2018), which impose significant obligations upon subject companies. Ensuring compliance with data protection
laws is an ongoing commitment which involves substantial costs, and it is possible that, despite Ryanair’s efforts,
governmental authorities or third parties will assert that Ryanair’s business practices fail to comply with these laws and
regulations. If its operations are found to be in violation of any of such laws and regulations, Ryanair may be subject to
significant civil, criminal and administrative damages, penalties and fines, as well as reputational harm, which could
have a material adverse effect on its business, financial condition or results of operations.
The Company faces significant price and other pressures in a highly competitive environment. Ryanair operates in
a highly competitive marketplace, with a number of low-fare, traditional and charter airlines competing throughout its
route network. Airlines compete primarily in respect of fare levels, frequency and dependability of service, name
recognition, passenger amenities (such as access to frequent flyer programs), and the availability and convenience of
other passenger services. Unlike Ryanair, certain competitors are state-owned or state-controlled flag carriers and in
some cases may have greater name recognition and resources and may have received, or may receive in the future,
significant amounts of subsidies and other State aid from their respective governments as happened during the Covid-
19 pandemic. In addition, the EU-U.S. Open Skies Agreement allows U.S. carriers to offer services in the intra-EU market,
which could eventually result in increased competition in the EU market. See “Item 4. Information on the Company—
Government Regulation—European Union.”
The airline industry is highly susceptible to price discounting, in part because airlines incur very low marginal
costs for providing service to passengers occupying otherwise unsold seats. Both low-fare and traditional airlines
sometimes offer low fares in direct competition with Ryanair across a significant proportion of its route network as a
result of the liberalization of the EU air transport market and greater public acceptance of the low-fares model.
In addition to traditional competition among airline companies and charter operators who have entered the low-
fares market, the industry also faces competition from ground transportation (including high-speed rail systems) and
sea transportation alternatives, as businesses and recreational travelers seek substitutes for air travel.
Although Ryanair intends to assert its rights against any predatory pricing or other similar conduct, price
competition both among airlines and between airlines and ground and sea transportation alternatives could reduce the
level of fares and/or passenger traffic on Ryanair’s routes to the point where profitability may not be achievable.
Ryanair has a significant amount of debt and fixed obligations, and insufficient liquidity may have a material
adverse effect on the Company’s financial condition. Ryanair carries, and may continue to carry, a substantial amount of
debt. Although the Company has historically been able to generate sufficient cash flow from operations to pay debt and
other fixed obligations when they become due, the risks described in this report may limit the Company’s ability to do
so in the future and may adversely affect its overall liquidity. As a result, the Company has incurred and may continue
to seek new financing sources to fund its operations for the unknown duration of any economic recovery period.
Volatility and uncertainty in the global markets generally, and the air transportation industry specifically, may make it
difficult for Ryanair to raise additional capital on acceptable terms, or at all. Additionally, future debt agreements may
contain more restrictive covenants or require security beyond historical market terms, which may restrict Ryanair’s
ability to successfully access capital.
Ryanair has seasonally grounded aircraft. In prior years, in response to typically lower traffic and yields from
November to March (inclusive) (“winter”), higher airport charges and/or taxes and, at times, higher fuel prices, Ryanair
adopted a policy of grounding a certain portion of its fleet during the winter months. Ryanair carries out the majority of
scheduled heavy maintenance during the winter months which also results in the grounding of aircraft. The Company
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RYANAIR GROUP ANNUAL REPORT 2025
intends to continue grounding aircraft in FY26. Ryanair’s policy of seasonally grounding aircraft presents some risks.
While Ryanair seeks to implement its seasonal grounding policy in a way that will allow it to reduce the negative impact
on operating income by operating flights during periods of high oil prices to high-cost airports at low winter yields, there
can be no assurance that this strategy will be successful.
While seasonal grounding does reduce Ryanair’s variable operating costs, it does not avoid fixed costs such as
aircraft ownership costs, and it also decreases Ryanair’s potential to earn revenues. Decreasing the number and
frequency of flights may also negatively affect Ryanair’s labor relations, including its ability to attract flight personnel
interested in year-round employment. Such risks could lead to negative effects on Ryanair’s financial condition and/or
results of operations.
The Company will incur significant costs acquiring new aircraft and any instability in the credit and capital markets
could negatively impact Ryanair’s ability to obtain financing on acceptable terms. Ryanair’s continued growth is dependent
upon its ability to acquire additional aircraft to meet additional capacity needs and to replace older aircraft. Ryanair had
613 aircraft in its operating fleet at March 31, 2025 and expects to receive an additional 34 Boeing 737-8200 aircraft
before the end of FY26, pursuant to a contract with the Boeing Company (“Boeing,” and such contract inclusive of
subsequent amendments, the “2014 Boeing Contract”).
In May 2023, Ryanair announced that it had entered into a purchase agreement with Boeing (the “2023 Boeing
Contract”) to purchase up to 300 Boeing 737 MAX-10 series aircraft (of which 150 are firm orders and 150 are subject
to an option exercisable at Ryanair’s discretion) for delivery between 2027 to 2033 (inclusive). This agreement was
approved by Company’s shareholders at its AGM on September 14, 2023.
Ryanair expects to have approximately 800 narrow-body aircraft in its fleet following delivery of all the Boeing
737-8200 and Boeing 737 MAX-10 aircraft, allowing for expected disposals of older aircraft, including lease returns over
the period and Boeing’s ability to fulfil both the 2014 and 2023 Boeing Contracts. For additional information on the
Company’s aircraft fleet and expansion plans, see “—A majority of Ryanair’s aircraft and certain parts are sourced from
a single supplier; therefore, Ryanair would be materially and adversely affected if such supplier were unable to provide
additional equipment or support,” and “Item 4. Information on the Company—Aircraft” and “Item 5. Operating and
Financial Review and Prospects—Liquidity and Capital Resources”. There can be no assurance that this planned
expansion will not outpace the growth of passenger traffic on Ryanair’s routes or that traffic growth will not prove to be
greater than the expanded fleet can accommodate. In either case, such developments could have a material adverse
effect on the Company’s business, results of operations and financial condition.
As a result of the 2014 Boeing Contract and the 2023 Boeing Contract, and other general corporate purposes,
Ryanair has raised and may continue to raise substantial debt financing. Ryanair’s ability to raise unsecured or secured
debt to pay for aircraft is subject to potential volatility in the worldwide financial markets. Additionally, Ryanair’s ability
to raise unsecured or secured debt to pay for aircraft as they are delivered is subject to various conditions imposed by
the counterparties and debt markets to such loan facilities and related loan guarantees, and any future financing is
expected to be subject to similar conditions. Any failure by Ryanair to comply with such conditions and any failure to
raise necessary amounts of unsecured or secured debt to pay for aircraft, could have a material adverse effect on its
results of operations and financial condition.
Using the debt capital markets to finance the Company requires the Company to retain its investment grade
credit ratings (the Company has a BBB+ (stable) credit rating from both S&P and Fitch Ratings). There is a risk that the
Group will be unable, or unwilling, to access these markets if it is downgraded or is unable to retain its investment grade
credit ratings and this could lead to a higher cost of finance for the Group and a material adverse effect on its results
and financial condition.
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RYANAIR GROUP ANNUAL REPORT 2025
Ryanair has previously entered into significant derivative transactions intended to hedge some of its aircraft
acquisition-related debt obligations. These derivative transactions expose Ryanair to certain risks and could have
adverse effects on its results of operations and financial condition. See “Item 11. Quantitative and Qualitative
Disclosures About Market Risk.”
Currency fluctuations affect the Company’s results. Although the Company is headquartered in Ireland, a
significant portion of its operations are conducted in the UK. Consequently, the Group has significant operating revenues
and operating expenses, as well as assets and liabilities, denominated in UK pounds sterling. In addition, fuel, aircraft,
insurance, aircraft leases and some maintenance obligations are denominated in U.S. dollars. Ryanair’s operations and
financial performance can therefore be significantly affected by fluctuations in the values of the UK pound sterling and
the U.S. dollar. Ryanair is particularly vulnerable to direct exchange rate risks between the euro and the U.S. dollar
because a significant portion of its operating costs are incurred in U.S. dollars and substantially none of its revenues
are denominated in U.S. dollars.
Although the Company engages in foreign currency hedging transactions between the euro and the U.S. dollar
and, from time to time, between the euro and the UK pound sterling, hedging activities are not expected to eliminate
currency risks. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”
Prolonged delays in the Federal Aviation Administration (“FAA”) and/or the European Union Aviation Safety Agency
(“EASA”) issuing required certifications or approvals for the Boeing 737 MAX-10 aircraft could materially and adversely
affect Ryanair’s business plans, strategy and results of operations. Pursuant to a contract with the Boeing Company,
Ryanair has ordered up to 300 new Boeing 737 MAX-10 aircraft (150 firm and 150 options) for delivery between 2027 to
2033 (the “2023 Boeing Contract”). See “Item 10. Additional information – Material Contracts”.
Ryanair expects the phased deliveries of the aircraft between 2027 and 2033 will enable Ryanair to create
approximately 10,000 new high-paid jobs for pilots, cabin crew and engineers, to facilitate disciplined traffic growth and
support related revenue growth, and to replace a significant portion of Ryanair’s older Boeing aircraft, supporting
Ryanair’s environmental and sustainability goals.
The delivery of the new aircraft under the 2023 Boeing contract is subject to the FAA and EASA issuing the
required certifications and approvals to Boeing. Prolonged delays in the FAA and/or EASA issuing the required
certifications or approvals for the Boeing 737 MAX-10, or further regulatory actions by the FAA and/or EASA with respect
to the Boeing 737 MAX-10 aircraft could also materially and adversely affect Ryanair’s business plans, strategy and
results of operations, and there can be no assurance that Ryanair will be able to procure and operate other types of
aircraft from Boeing or another manufacturer, seller or lessor.
Residual value of the fleet. At March 31, 2025 Ryanair operated 613 aircraft (27 of which are leased), has a
purchase contract in place in respect of an additional 34 Boeing 737-8200 “Gamechanger” aircraft pursuant to the 2014
Boeing Contract, and a purchase order in respect of up to 300 Boeing 737 MAX-10 aircraft (of which 150 are firm orders
and 150 are subject to an option exercisable at Ryanair’s discretion) for delivery between 2027 to 2033 (inclusive). Over
the course of the 2023 Boeing Contract order, Ryanair plans to dispose and handback approximately 150 aircraft as part
of its ongoing fleet management strategy. Although under the terms of the 2023 Boeing Contract, Ryanair shall purchase
the new aircraft at substantial discounts to the basic price for Boeing 737 MAX-10 aircraft, there can be no certainty that
there will be demand for the new aircraft capacity or that Ryanair will be able to sell aircraft profitably at the time of
disposal. Failure by Ryanair to dispose of an appropriate number of aircraft could have an adverse effect on Ryanair’s
financial condition.
The Company’s growth may expose it to risks. Ryanair’s operations have grown rapidly since it pioneered the low-
fares operating model in Europe in the early 1990s. Ryanair intends to continue to expand its fleet and add new
destinations and additional flights. Following shareholder approval of the 2023 Boeing Contract at the Company’s AGM
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in September 2023, Ryanair increased its passenger targets to approximately 300m passengers per annum by FY34.
However, no assurance can be given that this target will be met. If growth in passenger traffic and Ryanair’s revenues
do not keep pace with the planned expansion of its fleet, Ryanair could suffer from overcapacity and its results of
operations and financial condition (including its ability to fund scheduled purchases of the new aircraft and related debt
repayments) could be materially adversely affected.
The continued expansion of Ryanair’s fleet and operations combined with other factors, may also strain existing
management resources and related operational, financial, management information and information technology
systems. Expansion will generally require additional skilled personnel, equipment, facilities and systems. An inability to
hire skilled personnel or to secure required equipment and facilities efficiently and in a cost-effective manner may have
a material adverse effect on Ryanair’s ability to achieve its growth plans and sustain or increase its profitability.
Ryanair’s new routes and expanded operations may have an adverse financial impact on its results. When Ryanair
commences new routes, its load factors and fares tend to be lower than those on its established routes and its
advertising and other promotional costs tend to be higher, which may result in initial losses that could have a material
negative impact on Ryanair’s results of operations as well as require a substantial amount of cash to fund. In addition,
there can be no assurance that Ryanair’s low-fares service will be accepted on new routes. Ryanair also periodically runs
special promotional fare campaigns, in particular in connection with the opening of new routes. Promotional fares may
have the effect of increasing load factors and reducing Ryanair’s yield and passenger revenues on such routes during
the periods that they are in effect. Ryanair has significant cash needs as it expands, including the cash required to fund
aircraft purchases or aircraft deposits related to the acquisition of aircraft. There can be no assurance that Ryanair will
have sufficient cash to make such expenditures and investments, and to the extent Ryanair is unable to expand its route
system successfully, its future revenue and earnings growth will in turn be limited. See”—The Company will incur
significant costs acquiring new aircraft and any instability in the credit and capital markets could negatively impact
Ryanair’s ability to obtain financing on acceptable terms”.
Ryanair’s continued growth is dependent on access to suitable airports; charges for airport access are subject to
increase. Airline traffic at certain European airports is regulated by a system of grandfathered “slot” allocations. Each
slot represents authorization to take-off and/or land at the particular airport at a specified time. As part of Ryanair’s
strategic initiatives, which include flights to primary airports, Ryanair Group airlines are operating to an increasing
number of slot-coordinated airports, a number of which have constraints at particular times of the day. There can be no
assurance that Ryanair will be able to obtain a sufficient number of slots at slot-coordinated airports that it may wish to
serve in the future, at the time it needs them, or on acceptable terms. There can also be no assurance that its non-slot
constrained bases, or the other non-slot constrained airports Ryanair serves, will continue to operate without slot
allocation restrictions in the future. See “Item 4. Information on the Company—Government Regulation—Slots.” Airports
may impose other operating restrictions such as curfews, limits on aircraft noise levels, mandatory flight paths, runway
restrictions, and limits on the number of average daily departures. Such restrictions may limit the ability of Ryanair to
provide service to or increase service at such airports.
Ryanair’s future growth also materially depends on its ability to access suitable airports located in its targeted
geographic markets at costs that are consistent with Ryanair’s strategy. Any condition that denies, limits, or delays
Ryanair’s access to airports it serves or seeks to serve in the future would constrain Ryanair’s ability to grow. A change
in the terms of Ryanair’s access to these facilities or any increase in the relevant charges paid by Ryanair as a result of
the expiration or termination of such arrangements and Ryanair’s failure to renegotiate comparable terms or rates could
have a material adverse effect on the Company’s financial condition and results of operations. For additional
information, see “Item 4. Information on the Company—Airport Operations—Airport Charges.” See also “—The Company
is subject to legal proceedings alleging State aid at certain airports” below.
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Labor relations could expose the Company to risk. In December 2017, Ryanair announced its decision to
recognize trade unions for collective bargaining purposes. Since then, Ryanair Group airlines have concluded Collective
Labor Agreements (“CLAs”) with trade unions in most of their major markets. The CLAs concluded to date vary by
country but include agreements on recognition, seniority, base transfers, promotions, pay and rostering arrangements.
There may be a push for legacy type working conditions which, if acceded to, could decrease the productivity of crew,
increase costs and have an adverse effect on profitability.
Ryanair and its union partners have negotiated multiple CLAs since 2017. Initial agreements were reached in
2018-2019 following the decision to recognize trade unions for collective bargaining. During the Covid-19 pandemic, the
Company negotiated emergency job protection agreements with unions for temporary pay cuts to avoid job losses. Pay
under these emergency agreements was originally due to be restored from 2022 to 2025, however Ryanair concluded
agreements with the majority of unions in 2022 which accelerated pay restoration with pay fully restored by December
2022. Since then, the Company has reached long term agreements (typically lasting 3 to 5 years) with pilots and cabin
crew in all major markets that sets pay scales and protects the Company’s high people productivity model. No
agreements expired in FY25, however whilst these agreements set pay and conditions for the coming years, high
inflation in the general economy, a global recession and a shift in market conditions could lead to unrealistic
expectations by trade unions and excessive pay demands that could lead to labor unrest.
Ryanair intends to retain its low-fare, high people productivity model; however, there may be periods of labor
unrest as unions challenge the existing high people productivity model which may have an adverse effect on customer
sentiment and profitability.
Ryanair’s transition from Irish to local contracts of employment in a number of EU countries has impacted costs,
productivity and complexity of the business. Any subsequent decision to switch to lower cost locations could result in
redundancies and a consequent deterioration in labor relations.
The Group is dependent on external service providers. Ryanair currently assigns its engine overhauls and “rotable”
repairs to outside contractors approved under the terms of Part 145, the European regulatory standard for aircraft
maintenance (“Part 145”) established by EASA. The Company also assigns its passenger, aircraft, and ground handling
services at airports (other than Dublin and certain airports in Poland, Spain and Portugal) to established external service
providers. See “Item 4. Information on the Company—Maintenance and Repairs—Heavy Maintenance” and “Item 4.
Information on the Company—Airport Operations—Airport Handling Services.”
The termination or expiration of any of Ryanair’s service contracts or any inability to renew them or negotiate
replacement contracts with other service providers at competitive rates could have a material adverse effect on the
Group’s results of operations. Ryanair will need to enter into airport service agreements in any new markets it enters,
and there can be no assurance that it will be able to obtain the necessary facilities and services at competitive rates. In
addition, although Ryanair seeks to monitor the performance of external parties that provide passenger and aircraft
handling services, the efficiency, timeliness, and quality of contract performance by external providers are largely beyond
Ryanair’s direct control. Ryanair expects to be dependent on such outsourcing arrangements for the foreseeable future.
The Group is dependent on key personnel. Ryanair’s success depends to a significant extent upon the efforts and
abilities of its senior management team, including Michael O’Leary, the Group CEO, and key financial, commercial,
operating, IT, ESG, HR and maintenance personnel. See “Item 6. Directors, Senior Management and Employees—
Compensation of Directors and Executive Officers—Remuneration Agreement with Mr. O’Leary.” Ryanair’s success also
depends on the ability of its Executive Officers and other members of senior management to operate and manage
effectively, both independently and as a Group. Although Ryanair’s employment agreements with Mr. O’Leary and several
of its other Senior Executives contain non-competition and non-disclosure provisions, there can be no assurance that
these provisions will be enforceable in whole or in part. Competition for highly qualified personnel is intense, and either
the loss of any executive officer, senior manager, or other key employee without adequate replacement or the inability
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to attract new, qualified personnel could have a material adverse effect upon Ryanair’s business, operating results, and
financial condition.
The Company faces risks related to its internet reservations operations and its elimination of airport check-in
facilities. Ryanair’s flight reservations are made through its website, mobile app and Global Distribution Systems
including Amadeus, Sabre and Travelport (which operates the Galileo and Worldspan GDS) (collectively, the “GDSs”).
Ryanair has established contingency programs which include migrating its website to the cloud and having a back-up
booking engine available to support its existing booking platform in the event of a breakdown in this facility. Nonetheless,
the process of switching over to the back-up booking engine could take some time and there can be no assurance that
Ryanair would not suffer a significant loss of reservations in the event of a major breakdown of its booking engine or
other related systems.
All Ryanair passengers are required to use Internet check-in. Internet check-in is part of a package of measures
intended to reduce check-in lines and passenger handling costs and pass on these savings by reducing passenger
airfares. Ryanair has deployed this system across its network. Any disruptions to the Internet check-in service as a result
of a breakdown in the relevant computer systems or otherwise could have a material adverse impact on these service-
improvement and cost-reduction efforts. There can be no assurance, however, that this process will continue to be
successful or that consumers will not switch to other carriers that provide standard check-in facilities, which would
negatively affect Ryanair’s results of operations and financial condition.
The Company is subject to legal proceedings alleging State aid at certain airports. Formal investigations by the
European Commission are ongoing into Ryanair’s agreements with Carcassonne, Girona, Reus, Târgu Mures and Beziers
airports, and Ryanair’s arrangements with Cagliari airport (even though the Commission in March 2023 withdrew its
2016 finding that Ryanair had received aid through those arrangements). The investigations seek to determine whether
the agreements constitute illegal State aid under EU law. The investigations are currently expected to be completed in
2025, with the European Commission’s decisions being appealable to the EU General Court. Investigations into Ryanair’s
agreements with the Bratislava, Tampere, Marseille, Berlin (Schönefeld), Aarhus, Dusseldorf (Weeze), Brussels
(Charleroi), Alghero, Stockholm (Västerås), Lübeck, Riga and Paris (Beauvais) airports, and into certain of Ryanair’s
agreements prior to 2009 with Frankfurt (Hahn), have concluded with findings that these agreements contained no State
aid. In parallel, the European Commission has announced findings of State aid to Ryanair in its arrangements with Pau,
Nimes, Angouleme, Altenburg, Zweibrücken, Cagliari, Klagenfurt, Montpellier, La Rochelle airports, and certain
arrangements with Frankfurt (Hahn) airport spanning 2003-2018, ordering Ryanair to repay a total of approximately
€55m of alleged State aid. Ryanair has appealed these “aid” decisions to the EU General Court, which ruled in favor of
Ryanair in the Zweibrücken airport case. In 2023, the European Commission withdrew its finding of State aid
(approximately €12m) concerning Ryanair’s arrangements with Cagliari airport, following a General Court ruling in a
related case, and is currently reviewing the case afresh in light of the guidance received from the Court, with a decision
expected in 2025. The EU General Court ruled in favor of the European Commission in the cases of Pau, Nimes,
Angouleme, Altenburg, Montpellier and Klagenfurt. The Klagenfurt judgment was subject to an appeal by Ryanair to the
Court of Justice of the EU, which ruled against Ryanair in 2023. In 2024, Ryanair withdrew its appeal to the Court of
Justice in the Montpellier case. In addition to the European Commission investigations, Ryanair is facing an allegation
that it has benefited from unlawful State aid in a German court case launched by Lufthansa in 2006 in relation to
Ryanair’s arrangements with Frankfurt (Hahn). Adverse rulings in the above State aid matters could be used as
precedents by competitors to challenge Ryanair’s agreements with other publicly owned airports and could cause
Ryanair to strongly reconsider its growth strategy in relation to public or state-owned airports across Europe. This could
in turn lead to a scaling-back of Ryanair’s overall growth strategy due to the smaller number of privately-owned airports
available for development.
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No assurance can be given as to the outcome of these legal proceedings, nor as to whether any unfavorable
outcomes may, individually or in the aggregate, have a material adverse effect on the results of operations or financial
condition of Ryanair.
For additional information, please see “Item 8. Financial Information—Other Financial Information—Legal
Proceedings.”
The Company faces risks related to unauthorized use of information from the Company’s website. Screen scraper
websites gain unauthorized access to Ryanair’s website and booking system, extract flight and pricing information and
display it on their own websites for sale to customers at prices which may include hidden intermediary fees on top of
Ryanair’s fares. Ryanair does not allow any such commercial use of its website and objects to the practice of screen
scraping also on the basis of certain legal principles, such as contractual and database rights and copyright protection.
In turn, Ryanair has been accused by certain operators of screen scraping websites that its objection to the unauthorized
selling by online travel agents (“OTAs”) to consumers of Ryanair flight tickets is an attempt to restrict competition.
Ryanair is currently involved in legal proceedings against the proprietors of screen scraper websites in Germany, Ireland
and the U.S. Ryanair’s objective is to prevent any unauthorized use of its website and to prevent consumer harm, and
the resultant reputational damage to the Company, that may arise due to the failure by some operators of screen scraper
websites to provide Ryanair with the passengers’ genuine contact and payment method details.
In November 2023, the Irish High Court found that Flightbox, a screen scraper, was bound by the Terms of Use
of the Ryanair website and as such, the court granted Ryanair a permanent injunction prohibiting Flightbox from
breaching the binding Terms of Use of the Ryanair website by using bot technology to unlawfully scrape the Ryanair
website for OTAs. Following that decision, Ryanair was approached by a number of OTAs who wanted to enter into
agreements that respected Ryanair’s exclusive online distribution model. Ryanair entered into the first Direct Distribution
Agreement (“DDA”) with Love Holidays in January 2024 and subsequently into DDAs with several other OTAs. The DDAs
fully protect Ryanair’s exclusive online distribution model. Under the DDAs Ryanair grants the OTA partner a license to
use its flight and price data for display purposes only on the OTA website. The passenger can select accurately priced
Ryanair flights and ancillary products, and is brought to the Ryanair.com website to confirm the purchase of Ryanair
flights and ancillary services. The agreements strictly prohibit any hidden mark-ups being applied to Ryanair flights
and/or ancillary products so as not to mislead consumers and ensures that Ryanair obtains the passenger’s real contact
details, allows the passenger to manage their own booking directly with Ryanair, and in the event of cancellation or
disruption that the passenger receives a prompt refund.
In January 2024, the Milan Court of Appeal conclusively rejected claims of the OTAs Lastminute and Viaggiare
that Ryanair’s exclusive online distribution model constitutes an abuse of a dominant position and confirmed that
Ryanair’s exclusive online distribution model was justified and pro-consumer.
In July 2024, a jury in the Delaware District Court found that Booking.com had violated the U.S. Computer Fraud
and Abuse Act (“CFAA”) by accessing Ryanair’s “protected computer” without authorization and with intent to defraud
causing Ryanair loss in excess of $5,000 (the minimum technical damages required for invoking the CFAA).
Booking.com challenged the decision and in January 2025 obtained a ruling from the trial judge that the jury was
incorrect to find that Ryanair suffered loss in excess of $5,000. Ryanair appealed this ruling to the U.S. Circuit Court in
February 2025.
Ryanair also allows certain companies who operate fare comparison (i.e., not reselling) websites to access its
schedule and fare information for the purposes of price comparison provided they sign a license and use the agreed
method to access the data. In addition, Ryanair permits GDS operators Amadeus, Sabre, Travelport (trading as Galileo
and Worldspan) and Kyte to provide access to Ryanair’s fares to traditional brick & mortar travel agents and closed
corporate travel booking platforms.
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Notwithstanding the recent success in the screen scraping litigation, Ryanair has also in the past recorded
unfavorable rulings in its actions against screen scrapers. Pending the outcome of outstanding legal proceedings and
investigations by competition authorities (including the investigation launched by the Italian Competition Authority in
September 2023) and if Ryanair were to be ultimately unsuccessful in them, the activities of screen scraper websites
could lead to a reduction in the number of customers who book directly on Ryanair’s website and consequently to a
reduction in Ryanair’s ancillary revenue stream. Also, some business may be lost to Ryanair once potential customers
are presented by a screen scraper website with a Ryanair fare or a fee for an ancillary product such as priority boarding
or checked baggage inflated by the screen scraper’s intermediary fee. This could also adversely affect Ryanair’s
reputation as a low-fares airline, which could negatively affect Ryanair’s results of operations and financial conditions.
For additional details, see “Item 8. Financial Information—Other Financial Information—Legal Proceedings—
Legal Proceedings Against Internet Ticket Touts.”
The Company is subject to increasingly strict sanctions for non-compliance with consumer protection laws.
Despite the Company’s efforts to ensure full compliance with applicable consumer protection laws, there is a risk that
government bodies or other entities might claim non-compliance with these laws by Ryanair. Should any non-compliance
be established, the Company could face substantial repercussions, including compliance orders, fines and damages, as
well as negative publicity. Such events could significantly impact Ryanair's business operations, financial condition, and
operational results. See also: “Item 4. Information on the Company—Government Regulation—Consumer Protection.”
The Company faces risks related to allegations of non-compliance with competition law. Ryanair is subject to laws
and regulations relating to anti-competitive practices in the European Union, individual members states and other
countries in which it operates. In December 2022, the Italian Competition Authority (“AGCM”) formulated an allegation
of price collusion against Ryanair and several other airlines on routes between mainland Italy and Sicily during the
Christmas travel peak. There was no merit behind this allegation and Ryanair believes that the AGCM was motivated by
political pressure rather than any credible indication of existence of a cartel. Consequently, the AGCM dropped its
investigation in November 2023. Also in November 2023, the AGCM launched a sector inquiry on pricing algorithms for
air passengers on routes to and from Sicily and Sardinia. The AGCM issued a draft report for consultation in December
2024, which finds no specific issues on these routes related to the use of algorithms. This inquiry is pending and due to
conclude by the end of 2025. The AGCM has the power to impose behavioral or structural measures on companies to
eliminate distortions of competition or to recommend legislative/regulatory changes to improve the functioning of the
markets. In September 2023, the AGCM opened an investigation into a potential abuse of a dominant position by Ryanair
in its dealings with OTAs and bricks & mortar travel agents. In the context of this investigation, in April 2024 the AGCM
started interim proceedings to determine whether there exists a risk of irreparable damage to competition during the
time required for completing the main investigation, unless interim measures are imposed on the Company. The AGCM
closed these interim proceedings in late May 2024, concluding that there was no basis for the adoption of precautionary
measures pending the outcome of the main investigation. Ryanair believes there is no merit in this investigation and is
fully defending its position with reference to, amongst others, case law supporting its current distribution model,
including January 2024 rulings of the Court of Appeal of Milan in cases brought by OTAs Lastminute and Viaggiare,
which found that Ryanair’s direct distribution model benefited consumers and did not entail an abuse of a dominant
position. However, it cannot be guaranteed that the AGCM will reach the same conclusions as the Milan Court of Appeal
and the Company may therefore face a finding of an abuse of a dominant position and potentially a fine, which it would
appeal in court. This AGCM investigation is currently scheduled to conclude by the end of 2025. As the Company has
grown to become the largest airline in Europe by passenger traffic and number of daily flights, these recent
investigations may turn out to be the beginning of a trend of competition authorities or other parties (such as suppliers)
seeking to build cases based on allegations of breaches of EU and national laws prohibiting cartels and abuses of
dominance. Competition authorities have extensive powers to impose structural or behavioral measures as well as fines
of up to 10% of global annual turnover. The Company intends to fully defend any such claims. However, no assurance
can be given as to the outcome of any such proceedings.
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Corporation tax rates are expected to rise. The Company is principally subject to corporation tax on profits across
a number of European jurisdictions from which its airlines are managed and controlled (i.e. Ireland, Malta, Poland, and
the UK). In December 2022, the Council of the European Union reached unanimous agreement to adopt the EU
Commission’s directive relating to the Organization for Economic Co-operation and Development’s (“OECD”) inclusive
framework on Base Erosion and Profit Shifting (“BEPS”) Global Anti-Base Erosion Model Rules (referred to as “GloBE” or
“Pillar Two”). The directive requires EU member states to enact a minimum global corporate tax rate of 15% for
multinational groups. On foot of this directive, Ireland has enacted tax laws that will, as a backstop, apply a ‘top-up tax’
to the Company to ensure that the Group as a whole, meets the minimum global corporation tax rate standard outlined
in the Pillar Two rules. These laws are subject to the continuing development of administrative guidelines by the OECD
and contain various transitional reliefs and are expected to increase the overall effective tax rate of the Company over
coming years.
Any increase in corporation tax rates to which the Company is exposed or adverse changes in the basis of
calculation would result in the Company paying higher corporation taxes and could have an adverse impact on Ryanair’s
cash flows, financial position, and results of operations.
Changes in EU regulations in relation to employers and employee social insurance could increase costs. European
legislation governs the country in which employees and employers must pay social insurance costs. Under the terms of
legislation introduced in 2012, employees and employers must pay social insurance in the country where the employee
is based. Prior to June 2012, Ryanair paid employee and employer social insurance in the country under whose laws the
employee’s contract of employment was governed, which was either the UK or Ireland. Each country within the EU has
different rules and rates in relation to the calculation of employee and employer social insurance contributions and any
increase in the rates of contributions will have a material adverse effect on Ryanair’s cash flows, financial position, and
results of operations.
Ryanair is subject to tax audits. The Company operates in many jurisdictions and is, from time to time, subject
to tax audits, which by their nature are often complex and can require several years to conclude. While the Company is
of the view that it is tax compliant in all jurisdictions in which it operates, there can be no guarantee, particularly in the
current economic environment, that it will not receive tax assessments following the conclusion of the tax audits. In the
event that the Company is unsuccessful in defending its position, it is possible that the effective tax rate, employment
and other costs of the Company could materially increase. See “—Corporation tax rates expected to rise” above.
The Company faced legal challenges by regulatory authorities and consumers due to delays in the processing of
cash refunds during the Covid-19 pandemic and its policy of offering travel vouchers in lieu of cash refunds in the interim.
In the initial stages of the Covid-19 pandemic, and in light of staff shortages due to lockdown restrictions and an
unprecedented high rate of flight cancellations, Ryanair offered travel vouchers to passengers who claimed
reimbursement. This policy was in line with the requirements of the ‘European Commission’s Recommendation (EU)
2020/648 of May 13, 2020 on vouchers offered to passengers and travelers as an alternative to reimbursement for
cancelled package travel and transport services in the context of the Covid-19 pandemic’, in which the Commission
recognized airlines’ right to offer travel vouchers as long as the offer does not affect passengers’ right to opt for a cash
refund instead.
National authorities responsible for the enforcement of EU Regulation (EC) No. 261/2004 (the “Regulation”) and
the European Commission’s Consumer Protection Cooperation Network generally recognized Ryanair’s efforts and
accepted that the seven days’ deadline provided for by the Regulation to process refunds was to be interpreted in a
reasonable manner in light of the circumstances of the Covid-19 pandemic. While some consumer protection
enforcement authorities or courts may ultimately find Ryanair’s decision to encourage passengers to accept travel
vouchers in lieu of a cash refund to amount to a breach of the Regulation and/or an unfair commercial practice, the
Company does not consider that such findings would have a material adverse effect on the results of operations or
financial condition of Ryanair.
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Brexit’s effect on Ryanair’s business. The UK’s exit from the European Union on January 31, 2020 has had a
significant impact on the UK and the EU. The UK and the EU announced on December 24, 2020 that they had signed a
Trade and Cooperation Agreement (the “EU–UK TCA”). The EU–UK TCA covers a wide range of topics, including trade
in goods and in services, digital trade, intellectual property, public procurement, aviation and road transport, energy,
fisheries, social security coordination, law enforcement and judicial cooperation in criminal matters, and thematic
cooperation and participation in EU programs.
The current and future arrangements between the EU and the UK, including the EU–UK TCA, could directly
impact Ryanair’s business in a number of ways. They include, inter alia, the status of the UK in relation to the EU’s open
air transport market, freedom of movement between the UK and the EU, and employment, social security, tax and
customs rules between the UK and the EU. Adverse changes to any of these arrangements could potentially materially
impact on Ryanair’s financial condition and results of operations in the UK or other markets Ryanair serves.
As a result of the EU–UK TCA, flights between the UK and the EU can be offered by any of the Company’s airline
subsidiaries. UK domestic flights and flights between the UK and non-EU destinations can, however, only be offered by
the Company’s UK subsidiary, Ryanair UK Limited (“Ryanair UK”), which received an Air Operator Certificate and
Operating License (“UK AOC”) from the UK Civil Aviation Authority (“UK CAA”) in December 2018.
Ryanair is exposed to Brexit-related risks and uncertainties, as approximately 22% of revenue in fiscal year 2025
came from operations in the UK, although this was offset somewhat by approximately 15% of Ryanair’s non-fuel costs
in fiscal year 2025 which were related to operations in the UK.
Brexit could present Ryanair with a number of other potential regulatory challenges. Brexit could lead to
potentially divergent laws and regulations as the UK continues to determine which EU laws (including, but not limited to,
in respect of aviation safety and security, consumer rights, data protection, public health and the environment) that it
initially replicated on its exit from the EU to ultimately amend or abolish. It also requires special efforts to ensure
Ryanair’s continuing compliance with EU Regulation No. 1008/2008, which requires that air carriers registered in an EU
member state be majority-owned and effectively controlled by EU nationals. The Board of Directors has taken action to
ensure continuing compliance with EU Regulation No. 1008/2008 after December 31, 2020, i.e., the date following which
UK holders of the Company’s shares are no longer treated as EU nationals for the purposes of EU Regulation No.
1008/2008. For additional information, please see “–Risks Related to Ownership of the Company’s Ordinary Shares or
ADRs”.
Brexit has caused, and may continue to cause, both significant volatility in global stock markets and currency
exchange rate fluctuations, as well as create significant uncertainty among UK businesses and investors, mainly due to
the resulting legal and regulatory uncertainty, including potentially divergent treaties, laws and regulations applicable to
the provision of air transportation services. In particular, to March 31, 2025, the pound sterling had lost approximately
13% and 8% of its value against the U.S. Dollar and the euro respectively since the Brexit referendum in 2016. Further,
the Bank of England and other observers have warned of a significant probability of a Brexit-related recession in the UK,
which may be further impacted by the long-term negative economic effects of the Covid-19 pandemic, Russia’s invasion
of Ukraine, increased interest rates and inflation. The Company earns a significant portion of its revenues in pounds
sterling, and any significant decline in the value of the pound sterling and/or recession in the UK would materially impact
its financial condition and results of operations. For additional information, please see “–Currency fluctuations affect
the Company’s results”.
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Risks associated with the euro. The Company is headquartered in Ireland and its reporting currency is the euro.
Generally, fluctuations in foreign currencies, including devaluations, cannot be predicted and can significantly affect the
value of the Group’s assets located (or revenues generated) outside of the Eurozone.
Ryanair Group airlines predominantly operate to/from countries within the Eurozone and have significant
operational and financial exposures to the Eurozone that could result in a reduction in the operating performance of
Ryanair or the devaluation of certain assets. Ryanair has taken certain risk management measures to minimize any
disruptions; however, these risk management measures may be insufficient. The Company has cash and aircraft assets
and debt liabilities that are denominated in euro on its balance sheet. In addition, the positive/negative mark-to-market
value of derivative-based transactions are recorded in euro as either assets or liabilities on Ryanair’s balance sheet.
Uncertainty regarding the future of the Eurozone could have a materially adverse effect on the value of these assets and
liabilities. In addition to the assets and liabilities on Ryanair’s balance sheet, the Company has a number of cross-
currency risks as a result of the jurisdictions of the operating business including non-euro revenues, fuel costs, certain
maintenance costs and insurance costs. A strengthening in the value of the euro, primarily against UK pound sterling
and other non-Eurozone currencies such as Polish zloty or a weakening against the U.S. dollar, could have a material
adverse impact on the operating results of the Company.
Recession, inflation, austerity, changes in monetary policy and uncertainty in connection with the euro could
also impede Ryanair’s growth.
Risks Related to the Airline Industry
The airline industry is particularly sensitive to changes in economic conditions: a continued recessionary
environment would negatively impact Ryanair’s results of operations. Ryanair’s operations and the airline industry in
general are sensitive to changes in economic conditions. Unfavorable economic conditions such as government
austerity measures, the longer-term impact of Covid-19 (or any future pandemics), the uncertainty relating to the
Eurozone and the UK following Brexit, geopolitical tensions, economic instability as a consequence of the conflicts in
Ukraine and Israel/Hamas, high unemployment rates, high interest rates, constrained credit markets, global import
tariffs and continuing inflationary pressures could lead to reduced spending by both leisure and business passengers.
Unfavorable economic conditions also tend to impact Ryanair’s ability to raise fares to counteract increased fuel and
other operating costs. A continued recessionary and/or inflationary environment, combined with austerity measures by
European governments, restricted or less accommodative monetary policies, uncertainties resulting from Brexit and
uncertainties, sanctions, trade and travel restrictions and fuel and gas shortages resulting from the conflicts in Ukraine
and Israel/Hamas, has negatively impacted and will likely continue to negatively impact Ryanair’s operating results. It
could also restrict the Company’s ability to grow passenger volumes, secure new airports and launch new routes and
bases, and could have a material adverse effect on its financial results. See “—Geopolitical uncertainties and an increase
of trade restrictions and protectionism could have a material adverse effect on Ryanair’s business, results of operation
and financial condition” below.
The introduction of government/environmental taxes or prohibitions on travel could damage Ryanair’s ability to
grow and could have a material adverse impact on operations. Travel taxes, ranging from municipal taxes in Italy of €6.50
to air passenger taxes in the Netherlands of €29.05, are levied as a flat amount per departing passenger in a number of
Ryanair markets and account for a higher percentage when applied to low fares. In Ryanair’s experience the imposition
of travel taxes reduces the growth potential of a market as fares do not increase by the amount of the tax. In most
markets, transfer passengers are exempt from these taxes and as a result they distort the market by giving an unfair
subsidy to inefficient high-cost airlines who operate connecting flight networks. For example, in 2022, Belgium
introduced a tax on departing passengers with an exemption for transfer passengers.
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The introduction of government taxes on travel has had a negative impact on passenger volumes, particularly
given the impact of the Covid-19 pandemic within the industry. The introduction of further government taxes on travel
across Europe could have a material adverse effect on Ryanair’s financial results.
In 2021, a law was passed in France prohibiting domestic flights where an alternative direct train service
operates in under 2.5 hours, with an exception made for connecting flights. The European Commission found this
distorted competition between point-to-point carriers and network operators. Consequently, France amended the law to
remove this exemption for connecting flights. The new formulation of the law de facto means that only 3 routes to Paris
Orly airport are affected. The European Commission approved this law in December 2022.
While the Company believes that any such restriction of airlines’ commercial freedom would be incompatible
with EU law, it cannot be guaranteed that some form of government intervention in airline ticket prices will not be
introduced at a national or European level. This would severely impact the Company’s ability to attract the most price
sensitive consumers.
In July 2021, the European Commission announced details of the proposed “Fit for 55” legislation. These
proposals include the introduction of a jet fuel tax on intra-EU flights through the Energy Taxation Directive. This tax
would potentially be fully phased in over a 10-year period to 2033. The proposal remains under discussion within the
Council of the European Union. The introduction of this tax on intra-EU flights could have a material adverse effect on
Ryanair’s financial results.
Environmental Regulation will increase costs. Many aspects of Ryanair’s operations are subject to increasingly
stringent national and international laws, regulations and levies protecting the environment, including those relating to
carbon emissions, clean water, management of hazardous materials and climate change. Compliance with existing and
future environmental laws, regulations and levies can require significant expenditures, and violations can lead to
significant fines, penalties and reputational damage.
In particular, the EU Emissions Trading System (“ETS”), is a cap-and-trade system for CO2 emissions to
encourage industries to improve their CO2 efficiency. Under the current legislation, airlines are granted initial CO2
allowances based on historical performance and a CO2 efficiency benchmark. Under the “Fit for 55” legislation, the EU
ETS allowances will be phased out over the period from 2024 to 2026. Any shortage of allowances has to be purchased
in the open market and/or at government auctions. ETS compliance is one of the most material environmental
compliance costs for the Group (see page 285 for details). There can be no assurance that Ryanair will be able to obtain
sufficient carbon credits or that the cost of the credits will not have a material adverse effect on the Company’s business,
operating results, and financial condition.
Additionally, the European Commission “ReFuel EU” regulation, and similar UK legislation provides for a
Sustainable Aviation Fuel (“SAF”) blending mandate to be implemented. It sets SAF targets of 2% by 2025 rising to 6%
by 2030 in the EU and 10% by 2030 in the UK. There can be no assurance that sufficient SAF will be available in the
market for Ryanair to purchase or that the cost of SAF will not have a material adverse effect on Ryanair’s financial
results.
Geopolitical tensions and uncertainties regarding ongoing conflicts could have a material adverse effect on
Ryanair’s business, results of operation and financial condition. The war between Russia and Ukraine and the ongoing
conflict between Israel and Hamas have heightened geopolitical tensions. The EU, the UK, the U.S., and other countries
have introduced extensive sanctions on Russia (as well as Belarus for its role in Russia’s invasion) comprised of
targeted, restrictive measures on certain individuals and entities, export controls, as well as general restrictions on
economic relations, trade and financial transactions relating to Russia and Belarus. In response, Russia has imposed
countermeasures against “unfriendly” states and individuals and entities of such states. Such sanctions and
countermeasures have had, and are expected to continue to have, a significant disruptive effect on global markets,
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including oil and gas markets, accessibility of airports and associated travel routes, as well as supply chains, including
for aircraft components. Geopolitical events, including the escalation or expansion of hostilities in Ukraine or the Middle
East, may lead to further trade restrictions and instability across Europe and worldwide.
These geopolitical tensions and uncertainties have resulted in price increases of goods and services globally
that may affect Ryanair which has exposure, either directly or indirectly, to the availability and cost of certain raw
materials, including jet fuel. The ongoing conflicts and sanctions could have a material adverse effect on demand for
Ryanair’s services, its costs, customers, suppliers and/or the Irish, EU, UK, U.S. or world economy or certain sectors
thereof and, in turn, Ryanair’s business and financial results.
Any significant outbreak of any airborne disease or similar public health threat and related governmental, private
sector and individual consumer responsive actions, could significantly damage Ryanair’s business, operating results and
financial condition. Public health emergencies, epidemics or pandemics such as in relation to the outbreaks of Covid-19,
swine flu, MERS, SARS, foot-and-mouth disease or avian flu have had, and could in the future have, an adverse impact
on our business, results of operations, financial condition and liquidity. A severe outbreak of new (vaccine-resistant)
variants of these, other airborne contagious diseases or another pandemic, may result in European or national
authorities imposing or re-imposing restrictions and recommending precautions to mitigate the health crisis. Such
constraints could include, but are not limited to, restrictions on travel, quarantine requirements, enhanced aircraft
cleaning and additional procedures to limit transmission among personnel and customers which, on an individual or
combined basis, could negatively impact Ryanair’s business.
If any such outbreak or other public health threat becomes severe in Europe, its effect on demand for air travel
in the markets in which Ryanair operates could be material, and it could therefore have a significantly adverse effect on
the Company’s financial performance. Negative publicity regarding such an outbreak or public health threat in Europe
and other regions of the world may also have an adverse impact on demand for air travel in the markets in which Ryanair
operates. A serious outbreak or other public health threat could therefore severely disrupt Ryanair’s business, resulting
in the cancellation or loss of bookings, adversely affecting Ryanair’s financial condition and results of operations.
EU Regulation on passenger compensation could significantly increase related costs. EU Regulation (EC) No.
261/2004 requires airlines to compensate passengers (holding a valid ticket) who have been denied boarding or whose
flight has been canceled or delayed more than three hours on arrival. The regulation calls for compensation of €250,
€400, or €600 per passenger, depending on the length of the flight and the cause of the cancellation or delay, i.e., whether
it is caused by “extraordinary circumstances”. As Ryanair’s average flight length is less than 1,500 KM – the upper limit
for short-haul flights – the amount payable is generally €250 per passenger. Passengers subject to flight delays over
two hours are also entitled to “assistance”, including meals, drinks, and telephone calls, as well as hotel accommodation
if the delay extends overnight. For delays of over five hours, the airline is also required to offer the option of a refund of
the cost of the unused ticket. There can be no assurance that the Company will not incur a significant increase in costs
in the future due to the impact of this regulation if Ryanair experiences a large number of delays or canceled flights,
which could occur as a result of certain types of events beyond its control. Further, courts in several jurisdictions have
been narrowing the definition of the term “extraordinary circumstances”, thus allowing increased consumer claims for
compensation. In September 2015, the Court of Justice of the EU, in Van der Lans v KLM, held that airlines are required
to provide compensation to passengers even in the event of a flight cancellation on account of unforeseen technical
defects. Further, in April 2018, the Court of Justice of the EU found in Krusemann v TUIfly that “wildcat” strikes which
stem from restructuring measures taken by an air carrier do not constitute extraordinary circumstances. In March 2021,
in the Airhelp v SAS proceedings, the Court of Justice of the EU effectively imposed strict liability on airlines to pay
compensation where flights are canceled or delayed for three hours or more on arrival due to strikes by airline staff. In
addition, in December 2021, in joined cases (including Azurair, Corendon Airlines, Eurowings, Austrian Airlines and
Laudamotion), the Court of Justice of the EU found that compensation is also payable for schedule changes made
without sufficient notice which result in an earlier departure of one hour or more or a later departure of three hours or
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more unless due to ‘extraordinary circumstances’. See “—Extreme Weather Events Could Affect the Company and Have
a Material Adverse Effect on the Company’s Results of Operations” below.
Under the terms of EU Regulation No. 261/2004, described above, in addition to the payment of compensation,
Ryanair has certain duties to passengers whose flights are canceled. In particular, Ryanair is required to reimburse
passengers who have had their flights canceled for certain reasonable, documented expenses – primarily for
accommodation and food. Passengers must also be given a re-routing option if their flight is delayed over three hours
or if it is canceled. Such re-routing options are not limited to Ryanair flights and other carriers must be considered if no
suitable Ryanair flight can be sourced. If a passenger elects for a refund, Ryanair’s re-routing obligations cease.
Similar passenger rights are provided in the UK under the Air Passenger Rights and Air Travel Organizers’
Licensing (Amendment) (EU Exit) Regulations 2019 (“UK261”) and in Israel under the Aviation Services Law (“ASL”).
Ryanair recognizes the potential for changes in regulatory frameworks that govern our operations. In particular,
the Company cannot guarantee that EU Regulation No. 261/2004 or UK261 will not be amended to impose more
stringent requirements, which could potentially impact Ryanair's operations and financial performance.
The Company is substantially dependent on discretionary air travel. Because a substantial portion of airline travel
(both business and personal) is discretionary and because Ryanair is substantially dependent on discretionary air travel,
any prolonged general reduction in airline passenger traffic could have a material adverse effect on the Company’s
profitability or financial condition. Similarly, any significant increase in expenses related to security, insurance or related
costs could have a material adverse effect on the Company’s profitability or financial condition. As a consequence, any
future aircraft safety incidents (particularly involving other low-fare airlines or aircraft models flown by Ryanair), changes
in public opinion regarding the environmental impacts of air travel, terrorist attacks in Europe, the U.S. or elsewhere,
significant military actions by the United States or EU nations, or any related economic downturn may have a material
adverse effect on demand for air travel and thus on Ryanair’s business, operating results, and financial condition. See
“—The Company is dependent on the continued acceptance of low-fares airlines.”
Extreme weather events could affect the Company and have a material adverse effect on the Company’s results of
operations. In 2010 and 2011, a significant portion of the airspace over northern Europe was closed by authorities as a
result of safety concerns presented by emissions of ash from an Icelandic volcano, which resulted in the cancellation
of a significant number of flights.
Extreme weather events may happen again and could lead to further significant flight cancellation costs which
could have a material adverse impact on the Company’s financial condition and results of operations. Furthermore, the
occurrence of such events and the resulting cancellations due to the closure of airports could also have a material
adverse effect on the Company’s financial performance indirectly, as a consequence of changes in the public’s
willingness to travel within Europe due to the risk of flight disruptions.
The Company is dependent on the continued acceptance of low-fares airlines. In past years, accidents or other
safety-related incidents involving certain other low-fares airlines have had a negative impact on the public’s acceptance
of such airlines. Any adverse event potentially relating to the safety or reliability of low-fares airlines (including accidents
or negative reports from regulatory authorities) could adversely impact the public’s perception of, and confidence in,
low-fares airlines like Ryanair (regardless of Ryanair’s own safety record) and could have a material adverse effect on
Ryanair’s financial condition and results of operations. In particular, an accident or other safety-related incident involving
an aircraft operated by another airline of the same model or manufacturer as operated by Ryanair could have a material
adverse effect on Ryanair if such accident or other safety-related incident resulted in actions or investigations by global
aviation authorities or created a public perception that Ryanair’s operations are not safe or reliable or are less safe or
reliable than other airlines. Such regulatory actions and/or public perceptions could, in turn, result in adverse publicity
for Ryanair, cause harm to Ryanair’s brand and reduce travel demand on Ryanair’s flights, resulting in a material adverse
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effect on the Company’s financial condition and results of operations. For additional information, see “—Risks Related
to the Company—A majority of Ryanair’s aircraft and certain parts are sourced from a single supplier; therefore, Ryanair
would be materially and adversely affected if such supplier were unable to provide additional equipment or support.”
In addition to safety concerns, a significant increase in consumer concern regarding climate change could also
lead to a reluctance to fly and could therefore have an adverse effect on Ryanair’s financial condition and results of
operations.
The Company faces the risk of loss and liability. Ryanair is exposed to potential catastrophic losses that may be
incurred in the event of an aircraft accident or terrorist incident. Any such accident or incident could involve costs related
to the repair or replacement of a damaged aircraft and its consequent temporary or permanent loss from service. In
addition, an accident or incident could result in significant legal claims against the Company from injured passengers
and others who experienced injury or property damage as a result of the accident or incident, including ground victims.
Ryanair currently maintains passenger liability insurance, employer liability insurance, aircraft insurance for aircraft loss
or damage, and other business insurance in amounts per occurrence that are consistent with industry standards.
Ryanair currently believes its insurance coverage is adequate (although not comprehensive). However, there
can be no assurance that the amount of insurance coverage will not need to be increased, that insurance premiums will
not increase significantly, or that Ryanair will not be forced to bear substantial losses from any accidents not covered
by its insurance. Airline insurance costs increased dramatically following the September 2001 terrorist attacks on the
United States. See “—The Company is substantially dependent on discretionary air travel” above. Substantial claims
resulting from an accident in excess of related insurance coverage could have a material adverse effect on the
Company’s results of operations and financial condition. Moreover, any aircraft accident, even if fully insured, could lead
to the public perception that Ryanair’s aircraft were less safe or reliable than those operated by other airlines, which
could have a material adverse effect on Ryanair’s business.
EU Regulation No. 2027/97, as amended by Regulation No. 889/2002, governs air carrier liability. See “Item 4.
Information on the Company—Insurance” for details of this regulation. This regulation increased the potential liability
exposure of air carriers such as Ryanair. Although Ryanair has extended its liability insurance to meet the requirements
of the regulation, no assurance can be given that other laws, regulations, or policies will not be applied, modified or
amended in a manner that has a material adverse effect on Ryanair’s business, operating results, and financial condition.
Airline industry margins are subject to significant uncertainty. The airline industry is capital intensive and is
characterized by high fixed costs and by revenues that generally exhibit substantially greater elasticity than costs.
Although fuel accounted for approximately 42% of total operating expenses in FY25 and approximately 45% in FY24,
management anticipates that these percentages may vary significantly in future years. See “—Changes in fuel costs and
availability affect the Company’s results” above. The operating costs of each flight do not vary significantly with the
number of passengers flown, and therefore, a relatively small change in the number of passengers, fare pricing, or traffic
mix could have a disproportionate effect on operating and financial results. Accordingly, a relatively minor shortfall from
expected revenue levels could have a material adverse effect on the Company’s growth or financial performance. See
“Item 5. Operating and Financial Review and Prospects.” The very low marginal costs incurred for providing services to
passengers occupying otherwise unsold seats are also a factor in the industry’s high susceptibility to price discounting.
See “—The Company faces significant price and other pressures in a highly competitive environment” above.
Safety-related undertakings could affect the Company’s results. Aviation authorities in Europe and the United
States periodically require or recommend that airlines implement certain safety-related modifications and/or procedures
on their aircraft. In recent years, the FAA, EASA and UK CAA have required a number of such modifications and/or
procedures with regard to Boeing 737 aircraft, including aircraft structural inspections requiring specialized equipment
and high frequency repeat inspections, an enhanced angle of attack system to be installed on the Boeing 737-8200
aircraft and modifications related to the structure surrounding CFM-56 engines. Ryanair’s policy is to implement any
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required/recommended safety modifications and procedures in accordance with FAA, EASA and UK CAA guidance in
close collaboration with Boeing and Airbus and as applicable to our fleet.
In 2019, the FAA and EASA implemented a regular inspection requirement of the aircraft pickle fork for all aircraft
above certain mandated cycles and this inspection requirement continues. To date, all such procedures have been
conducted as part of Ryanair’s standard maintenance program and have not interrupted flight schedules nor required
any material increases in Ryanair’s maintenance expenses. However, there can be no assurance that the FAA and EASA
or other regulatory authorities will not recommend or require other safety-related undertakings or that such undertakings
would not adversely impact Ryanair’s operating results or financial condition.
There also can be no assurance that new regulations will not be implemented in the future that would apply to
Ryanair’s aircraft and result in an increase in Ryanair’s cost of maintenance, delays in the delivery of aircraft or other
costs beyond management’s current estimates. In addition, should Ryanair’s aircraft cease to be sufficiently reliable or
should any public perception develop that Ryanair’s aircraft are less than completely reliable, Ryanair’s business could
be materially adversely affected.
State Aid to the Company’s competitors could adversely affect its results. In response to the Covid-19 pandemic,
several European governments chose to support their flag carrier airlines with State Aid through recapitalizations, loans,
loan guarantees and other measures. As at March 31, 2025, the European Commission has authorized approximately
€40bn in such aid to approximately 20 airlines. Ryanair believes that aid that includes a nationality condition is
discriminatory and therefore unlawful under EU law and has challenged several of the European Commission’s aid
approvals in the General Court. In the early stages of the pandemic, the General Court overturned the European
Commission’s approvals in three cases (KLM, Condor and TAP); however, the European Commission promptly re-
approved the same or similar quantum of aid to each of these airlines. Subsequently, the General Court upheld the
European Commission’s approvals in several other cases, some of which Ryanair appealed to the European Court of
Justice. First judgments from the Court of Justice of the EU were received in September 2023, where the court upheld
the European Commission’s approvals. In May 2023, the General Court allowed Ryanair’s appeals of State aid through
recapitalization to Lufthansa (from Germany) and SAS (from Sweden and Denmark), and an Italian State aid scheme
limited to Italian licensed airlines. In December 2023 the General Court allowed Ryanair’s appeals of State aid through
recapitalization to Air France (from France), and in February 2024 Ryanair’s appeal of State aid to KLM (from the
Netherlands). The European Commission is required to take new decisions in each of these cases and may re-approve
the aid, as it has done in the case of Air France and (for the third time) in the case of KLM. The European Commission,
relevant EU Member State, or relevant airline may also appeal the General Court judgments to the Court of Justice of the
EU (the Lufthansa General Court judgment of May 2023 and the Air France judgments of December 2023 are under such
appeals which are likely to conclude in 2025 – 2026, while Neos’ appeal of the Italian State aid scheme limited to Italian
licensed airlines was successful in January 2025 with the Court of Justice referring the case back to the General Court
for a fresh review). Ryanair’s competitors may use the aid to offer below cost prices in the market, which could negatively
impact the Company’s business and operations.
Risks Related to Ownership of the Company’s Ordinary Shares or ADSs
EU rules impose restrictions on the ownership of Ryanair Holdings’ Ordinary Shares by Non-EU nationals. EU
Regulation No. 1008/2008 requires that, in order to obtain and retain an operating license, an EU air carrier must be
majority-owned and effectively controlled by EU nationals. The Board of Directors of Ryanair Holdings is given certain
powers under Ryanair Holdings’ articles of association (the “Articles”) to take action to ensure that the number of
Ordinary Shares (including Ordinary Shares in the form of ADSs) held in Ryanair Holdings by non-EU nationals (“Affected
Shares”) does not reach a level that could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit
of any license, permit, consent, or privilege which it holds or enjoys and which enables it to carry on business as an air
carrier. The Directors, from time to time, set a “Permitted Maximum” on the number of the Company’s Ordinary Shares
and ADSs that may be owned by non-EU nationals at such level as they believe will comply with EU law. The Permitted
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Maximum is currently set at 49.9%. This maximum level refers to Affected Shares (i.e., Ordinary Shares and ADSs held
by or on behalf of non-EU nationals) that are not subject to any restrictions under Article 41 of the Articles. Following
the Company’s decision to treat as “Restricted Shares” (within the meaning of the Articles) and disapply voting rights in
respect of all Affected Shares from January 1, 2021, the Permitted Maximum is not currently a relevant constraint.
The Board of Directors may, under certain circumstances, deprive holders of Restricted Shares of their rights to
attend, vote at, or speak at general meetings, and/or require such holders to dispose of their Restricted Shares to an EU
national within 21 days (or such longer period as the Directors may consider reasonable). The Directors are also given
the power to transfer such Restricted Shares themselves if a holder fails to comply. In 2002, the Company implemented
measures to restrict the ability of non-EU nationals to purchase Ordinary Shares, which remained in effect until March
7, 2025. There can be no assurance that such restrictions will not be reintroduced. Additionally, these foreign ownership
restrictions could result in Ryanair’s exclusion from certain stock tracking indices. Any such exclusion may adversely
affect the market price of the Ordinary Shares and ADSs. Since April 2012, the Company has had the necessary
authorities in place to repurchase ADSs as part of its general authority to repurchase issued share capital in the
Company.
As a result of Brexit, with effect from January 1, 2021, UK nationals ceased to qualify as EU nationals.
Consequently, as of that date and until March 7, 2025, the 2002 ban on the purchase of Ordinary Shares by non-EU
nationals applied to UK nationals. In addition, in accordance with the resolutions passed by the Board of the Company
on March 8, 2019, all Ordinary Shares and ADSs held by or on behalf of non-EU nationals (including UK nationals) are, as
of January 1, 2021, treated as “Restricted Shares”. Restricted Share Notices were issued to the registered holder(s) of
each Restricted Share specifying that the holder(s) of such shares shall not be entitled to attend, speak at or vote at any
general meeting of the Company for so long as those shares are treated as Restricted Shares pursuant to Article 41(J)(i)
of the Articles. UK nationals were not required to dispose of Ordinary Shares which they purchased prior to January 1,
2021. These resolutions will remain in place until the Board determines that the ownership and control of the Company
is no longer such that there is any risk to the airline licenses held by the Company's subsidiaries pursuant to EU
Regulation No. 1008/2008.
On September 2, 2024 the Company’s Board announced that it would review the ban on the purchase of Ordinary
Shares by non-EU nationals and the voting restrictions on non-EU national holders of Ordinary Shares and ADSs with a
view to potentially varying the Company’s approach in a manner that continues to ensure compliance with EU Regulation
1008/2008. The Company engaged with shareholders and regulators as part of this review. The Company announced
on March 7, 2025 that the review had been completed and that the Board had resolved that it is in the best interest of
the Company and shareholders as a whole to: 1) discontinue the purchase restrictions with immediate effect; 2) continue
to apply the voting restrictions in respect of all Ordinary Shares and ADSs held by or on behalf of non-EU nationals
(including UK nationals); 3) update the market as appropriate on the proportion of the Company’s issued share capital
held by EU nationals; and 4) if required, reintroduce the purchase restrictions at an appropriate time to ensure that the
proportion of the Company’s issued share capital held by EU nationals is at least 20%. See “Item 10. Additional
Information—Limitations on Share Ownership by Non-EU Nationals” for a detailed discussion of restrictions on share
ownership.
Holders of Ordinary Shares are currently unable to convert those shares into American Depositary Shares (ADSs).
Holders of Ordinary Shares can sell their shares and purchase existing ADSs (which are evidenced by American
Depositary Receipts (ADRs)). However, since June 2001 Ryanair has not allowed deposit of Ordinary Shares with the
depositary (BNY) for the issuance of new ADSs so as to ensure that its ADS program does not grow to a level that could
jeopardize EU airline licenses held by the Company’s subsidiaries (the Ryanair Holdings ADS program currently accounts
for over 40% of the Company’s issued share capital and is the largest amongst EU airlines). Following the Company’s
decision on March 7, 2025 to lift purchase restrictions on non-EU nationals in respect of Ordinary Shares, both EU and
non-EU nationals who wish to withdraw the Ordinary Shares underlying their ADSs can do so by surrendering their ADSs
to the depositary and withdrawing the Ordinary Shares represented thereby. Once withdrawn, holders will not be able to
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deposit their Ordinary Shares with the depositary for the issuance of new ADSs. There can be no assurance that the
Company will ever allow the deposit of Ordinary Shares with the depositary for the issuance of new ADSs. See also “—
EU rules impose restrictions on the ownership of Ryanair Holdings’ Ordinary Shares by Non-EU nationals”.
The Company’s results of operations may fluctuate significantly. The Company’s results of operations have varied
significantly from quarter to quarter, and the Company expects these variations to continue. See “Item 5. Operating and
Financial Review and Prospects—Seasonal Fluctuations.” Among the factors causing these variations are the airline
industry’s sensitivity to general economic conditions, the seasonal nature of air travel, and trends in airlines’ costs,
especially fuel costs. Because a substantial portion of airline travel (both business and personal) is discretionary, the
industry tends to experience adverse financial results during general economic downturns. The Company is substantially
dependent on discretionary air travel.
The trading price of Ryanair Holdings’ Ordinary Shares and ADRs may be subject to wide fluctuations in response
to quarterly variations in the Company’s operating results and the operating results of other airlines. In addition, the
global stock markets from time to time experience extreme price and volume fluctuations that affect the market prices
of many airline company stocks. These broad market fluctuations may materially adversely affect the market price of
the Ordinary Shares and ADRs.
Ryanair Holdings may or may not pay special dividends. Since its incorporation in 1996, Ryanair Holdings has
occasionally declared special dividends on both its Ordinary Shares and ADRs. Ryanair Holdings’ ability to pay special
dividends in the future will be dependent on the financial performance of the Company and there is no guarantee that
any further special dividends will be paid. See “Item 8. Financial Information—Other Financial Information—Dividend
Policy”. As a holding company, Ryanair Holdings does not have any material assets other than its shares in the
Company’s operating airlines and in other entities within the Ryanair Holdings Group.
Increased costs for possible future ADR and share repurchases. As the Group’s Ordinary Shares have historically
traded at a discount to the Group’s ADRs (listed on the NASDAQ Stock Market (“NASDAQ”)), the inclusion of ADRs in
buyback programs may result in increased costs in performing share buybacks. Since FY08 the Company has
repurchased shares as follows:
Fiscal year ended March 31,
No. of shares (m) Approx. cost (€m)
2008-2021
467.2
4,825.7
2022
—
—
2023
—
—
2024
—
—
2025
77.5
1,481.7
Period through April 7, 2025 (completion)
1.0
18.3
Total
545.7
6,325.7
The Company announced and launched a €700m share buyback program (including Ordinary Shares underlying
ADRs) in May 2024, which was subsequently completed in August 2024. A follow-on €800m share buyback program
was announced and launched in late August 2024 and was subsequently completed in April 2025. See “Item 8. Financial
Information—Other Financial Information—Share Buyback Program”.
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There is no guarantee that the Company’s current Central Securities Depository (“CSD”) will provide equivalent
functionality to the Company’s previous CSD, which may adversely impact the Company and/or holders of ADRs and/or
interests in Ordinary Shares. Ireland does not have a domestic CSD, and Irish issuers, including Ryanair Holdings, whose
shares are traded on Euronext Dublin have historically relied on CREST. CREST is a system which facilitated the
recording of ownership and effecting transfers of shares in Irish incorporated companies, operated by Euroclear UK &
Ireland (“EUI”) and authorized as a CSD in the United Kingdom.
EU issuers are required by EU Regulation 909/2014 (“EU CSD Regulation”) to use a CSD authorized in an EU
Member State. One of the consequences of Brexit is therefore that the CREST system is no longer authorized to act as
a CSD for Irish securities. This is because EUI became a third country CSD following Brexit and is no longer authorized
to passport its services into Ireland pursuant to European law.
The Company held an Extraordinary General Meeting at which it was resolved that the Ordinary Shares of Ryanair
Holdings would be migrated from the CREST System to the settlement system operated by Euroclear Bank SA/NV
(“Euroclear Bank”), the CSD in Belgium, over the course of the weekend commencing March 12, 2021 (the “Migration”).
The Migration, involving all Irish companies listed on Euronext Dublin, was successfully completed on March 15, 2021.
The Euroclear Bank model is structurally different to CREST. Euroclear Bank operates an “intermediated”
settlement system, where legal title to shares in the issuer is held by a nominee of Euroclear Bank. Participants in
Euroclear Bank (e.g., credit institutions, stockbrokers, investment managers) have rights in relation to these shares under
Belgian law (Belgium being Euroclear Bank’s place of incorporation), and underlying investors hold their interests in the
shares through their contractual relationship with a participant, or the direct or indirect counterparty of a participant.
Item 4. Information on the Company (SBM-1*)
INTRODUCTION
Ryanair Holdings was incorporated in 1996 as a holding company for Ryanair Designated Activity Company
(“DAC”). The latter operates a low-fare, scheduled-passenger airline serving short-haul, point-to-point routes mainly
within Europe. In FY19, the Company set up Buzz, formally known as Ryanair Sun, (a Polish charter and scheduled
passenger airline with a Polish AOC), acquired Lauda (a Maltese wet lease provider to the Ryanair Group with a Maltese
AOC), and set-up Ryanair UK (with a UK AOC). In FY20, Malta Air became the fifth airline in the Ryanair Group. Each of
Buzz, Lauda, Malta Air, Ryanair DAC and Ryanair UK are wholly owned airlines within the Ryanair Group. See “Item 5.
Operating and Financial Review and Prospects—History” for detail on the history of the Company. As of March 31, 2025,
the Group had a principal fleet of 587 Boeing 737 aircraft and 26 Airbus A320 aircraft (total short-haul fleet of 613
aircraft). As of May 16, 2025, the Group offered over 3,500 short-haul flights per day serving approximately 230 airports
across Europe. See “—Route System, Scheduling and Fares—Route System and Scheduling” for more details of Ryanair’s
route network. See “Item 5. Operating and Financial Review and Prospects—Seasonal Fluctuations” for information
about the seasonality of Ryanair’s business.
Ryanair recorded a profit after taxation of €1.61bn in FY25, as compared with a profit of €1.92bn in FY24. The
movement was primarily attributable to strong traffic growth at lower average fares, offset by good cost control. Ryanair
generated an average booked passenger load factor of approximately 94% in FY25 (FY24: 94%) and total revenue
increased by 4% to €13.95bn, up from €13.44bn in FY24.
Management believes that the market’s acceptance of Ryanair’s low-fares service is reflected in the “Ryanair
Effect” – Ryanair’s history of stimulating significant annual passenger traffic growth on the routes where it commences
service. FY25 total revenue rose 4% to €13.95bn. Scheduled revenue increased 1% to €9.23bn as traffic grew 9% to over
200m while average fares decreased 7% due to the absence of a full Easter in Q1, consumer spending pressure (driven
by higher-for-longer interest rates and inflation in H1) and a drop off in OTA bookings prior to summer 2024 necessitated
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repeated price stimulation. Ancillary revenue increased 10% to €4.72bn. Operating costs increased 9% (flat on a per
passenger basis) to €12.39bn, as fuel hedge savings offset higher staff and other costs due (in part) to repeated Boeing
delivery delays.
The address of Ryanair Holdings’ registered office is Dublin Office, Airside Business Park, Swords, County
Dublin, K67 NY94, Ireland. The Company’s contact person regarding this Annual Report on Form 20-F is: Neil Sorahan,
Group CFO (same address as above). The telephone number is +353-1-945-1212 and facsimile number is +353-1-945-
1213. Under its current Articles, Ryanair Holdings has an unlimited corporate duration.
Ryanair Holdings files annual reports, special reports, and other information with the SEC. Its SEC filings are
available on the SEC’s website at https://www.sec.gov. This site contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. Ryanair Holdings also makes available on
its website, free of charge, its annual reports on Form 20-F and the text of its reports on Form 6-K, including any
amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are
electronically filed with or furnished to the SEC. Ryanair’s investor website address is https://investor.ryanair.com. The
information on these websites, and any other website referenced herein, is not part of this report except as specifically
incorporated by reference herein.
STRATEGY
Ryanair’s objective is to establish itself as Europe’s largest scheduled passenger airline group in a disciplined
and sustainable manner, through continued improvements and expanded offerings of its low-fares service. Ryanair
offers low fares that generate increased passenger traffic while maintaining a continuous focus on cost- containment
and operating efficiencies. The key elements of Ryanair’s long-term strategy are:
Low-Fares. Ryanair’s low fares are designed to stimulate demand, particularly from fare-conscious leisure and
business travelers who might otherwise use alternative forms of transportation or choose not to travel at all. Ryanair
sells seats on a one-way basis, thus eliminating minimum stay requirements from all travel on Ryanair scheduled
services. Ryanair sets fares on the basis of the demand for particular flights and by reference to the period remaining to
the date of departure of the flight, with higher fares typically charged on flights with higher levels of demand and for
bookings made nearer to the date of departure. Ryanair also periodically runs special promotional fare campaigns. See
“—Route System, Scheduling and Fares—Widely Available Low Fares” below.
Customer Service. Ryanair’s strategy is to deliver industry leading customer service, including best in class on-
time performance and reliability (completing over 99% of its scheduled operations). Ryanair achieves this by focusing
strongly on the execution of these services. Ryanair conducts a daily conference call with airport personnel at each of
its base airports, during which the reasons for each “first wave” flight delay and baggage short shipment are discussed
in detail and logged to ensure that the root cause is identified and rectified. Subsequent (consequential) delays and
short shipments are investigated by Ryanair ground operations personnel. During FY25, excluding ATC disruptions,
approximately 87% of the Group’s flights arrived at their destination on time. The Group has an ongoing commitment to
improving customer satisfaction (“CSAT”) across the customer journey and this is measured by regular post-flight CSAT
surveys and online “mystery passenger” checks. The Group’s FY25 CSAT score was a record 86% (FY24: 85%), despite
the widespread disruption caused by record ATC delays and cancellations, especially during peak summer months, due
to ATC staff shortages, poor rostering and equipment failures.
Frequent point-to-point flights on short-haul routes. Ryanair provides frequent point-to-point service on short-haul
routes. In FY25, Ryanair flew an average route length of approximately 780 miles and an average flight duration of
approximately 2.2 hours. Short-haul routes allow Ryanair to offer its low fares and frequent service, while eliminating
the need to provide unnecessary “frills”, like free in-flight meals and movies, typically expected by customers on longer
flights. Point-to-point flying (as opposed to hub-and-spoke service) allows Ryanair to offer direct, non-stop routes and
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avoid the costs of providing “through service” for connecting passengers, including baggage transfer and transit
passenger assistance.
Low Operating Costs. Management believes that the Ryanair Group’s operating costs are among the lowest of
any European scheduled-passenger airline group. Ryanair strives to reduce or control four of the primary expenses
involved in running a major scheduled airline group: (i) aircraft equipment and finance costs; (ii) personnel costs; (iii)
customer service costs; and (iv) airport access and handling costs:
(i) Aircraft Equipment and Finance Costs. Ryanair currently operates mainly Boeing 737s. The operation of
primarily a single aircraft type enables Ryanair to limit the costs associated with personnel training,
maintenance, and the purchase and storage of spare parts while also affording the Company greater flexibility
in the scheduling of crews and equipment. Management also believes that the terms of Ryanair’s contracts with
Boeing are favorable to Ryanair. The strength of Ryanair’s balance sheet and cash flows also enables the Group
to lease aircraft at competitive rates (such as the 26 A320s leased by Lauda). See “—Aircraft” below for
additional information on Ryanair’s fleet. The Company has a BBB+ (stable) credit rating from both S&P and
Fitch Ratings (see “Item 3. Key Information—Risk Factors—Risks Related to the Company—The Company will
incur significant costs acquiring new aircraft and any instability in the credit and capital markets could
negatively impact Ryanair’s ability to obtain financing on acceptable terms” above) and can raise inexpensive
unsecured debt in the capital markets. The Company also finances aircraft from its strong cash flows.
(ii) Personnel Costs. Ryanair endeavors to control its labor costs through incentivizing high productivity.
Compensation for personnel emphasizes productivity-based pay incentives. These incentives include sales
bonus payments for onboard sales of products for cabin crew and payments based on the number of hours or
sectors flown by pilots and cabin crew within strict limits set by regulations fixing maximum working hours.
(iii) Customer Service Costs. Ryanair has entered into agreements with external contractors at certain airports
for ticketing, passenger and aircraft handling, and other services (including the growing use of self-service
kiosks) that management believes can be more cost-efficiently provided by third parties. Ryanair negotiates
competitive rates for such services by negotiating fixed-price, multi-year contracts. The development of its own
internet booking facility has allowed Ryanair to eliminate travel agent commissions. As part of its strategic
initiatives, and the Always Getting Better (“AGB”) customer experience program launched in 2013, the Company
has broadened its distribution base by making Ryanair’s fares available to bricks & mortar travel agents and
corporate travel booking tools via GDSs Travelport (trading as Galileo and Worldspan), Amadeus and Sabre, as
well as Concur and Kyte. Direct sales via the Ryanair website and mobile app (including through referrals from
authorized OTAs under ‘direct distribution agreements’ – see: The Company faces risks related to unauthorized
use of information from the Company’s website) continues to be the main generator of scheduled passenger
revenues.
(iv) Airport Access and Handling Costs. Ryanair prioritizes airports that offer competitive prices. Ryanair’s
record of delivering a consistently high volume of passenger traffic growth at many airports has allowed it to
negotiate favorable growth contracts with such airports. Since the launch of AGB (in 2013), the Company has
accessed more primary airports, which typically have higher airport charges and greater competition along with
slot limitations. Secondary and regional airports generally do not have slot requirements or other operating
restrictions that can increase operating expenses and limit the number of allowed take-offs and landings.
Ryanair endeavors to reduce its airport charges by opting, when practicable, for less expensive gate locations
as well as outdoor boarding stairs, rather than jetways, which are more expensive and operationally less efficient
to use. Ryanair requires all passengers to check-in on the Internet, which reduces waiting times at airports and
speeds a passenger’s journey from arrival at the airport to boarding, as well as significantly reducing airport
handling costs. See “Item 3. Key information—Risks related to the Company—The Company faces risks related
to its internet reservations operations and its elimination of airport check-in facilities.”
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Taking advantage of digital platforms. Ryanair’s reservation system operates under a multi-year hosting
agreement with Navitaire. As part of the implementation of the reservation system, Navitaire developed an Internet
booking facility. The Ryanair system allows Internet users to access its host reservation system and to make and pay
for confirmed reservations in real time through the Ryanair.com website. The Company also has a mobile app which
makes it simpler and easier for customers to book Ryanair flights. The website and app also offer customers the ability
to add additional discretionary products on day of travel (e.g. checked bags, priority boarding, preferred seating and fast
track). Ryanair has continued to invest in its website and mobile app with the key features being personalization, a
“MyRyanair” account, easier booking flow and more content. These features make Ryanair’s website faster, intuitive and
fully responsive for mobile devices. The “MyRyanair” registration service, which allows customers to securely store their
personal and payment details, has also significantly quickened the booking process and made it easier for customers
to book a flight. Membership of “MyRyanair” is automatic for all bookings. Ryanair will endeavor to continue to improve
its website and mobile app through a series of ongoing upgrades.
Commitment to safety. Safety is the primary priority of Ryanair. This commitment includes the hiring and training
of Ryanair’s pilots, cabin crew, and maintenance personnel and maintenance of its aircraft in accordance with regulatory
requirements and the highest European industry standards. Ryanair has not had a single passenger or flight crew fatality
as a result of an accident with one of its aircraft in its 40-year operating history. Although Ryanair seeks to maintain its
fleet in a cost-effective manner, management does not seek to extend Ryanair’s low-cost operating strategy to the areas
of safety, maintenance, training or quality assurance. Routine aircraft maintenance and repair services are performed
primarily by Ryanair, at Ryanair’s main bases, but are also performed at other base airports by maintenance contractors
approved under the terms of an EASA Part 145 and UK CAA approval. Ryanair currently performs the majority of heavy
airframe maintenance in-house, but contracts with other parties who perform engine overhaul services and rotable
repairs. Ryanair also outsources some heavy maintenance activity. These contractors also provide similar services to a
number of other major European airlines.
Enhancement of operating results through ancillary services. Ryanair distributes various optional products,
including travel insurance, airport fast track, parking and airport transfers, and accommodation services through its
website and mobile app. Ryanair also offers car hire services via a contract with RentalCars. Ancillary revenues
accounted for approximately 34% of Ryanair’s total operating revenues in FY25 and approximately 32% in FY24. See “—
Ancillary Services” below and “Item 5. Operating and Financial Review and Prospects—Results of Operations—FY25
Compared with FY24—Ancillary Revenues” for additional information.
Focused criteria for growth. Ryanair believes it will have opportunities for continued growth by: (i) using fare
promotions to stimulate demand; (ii) initiating additional routes in the EU; (iii) initiating additional routes in countries
party to a European Common Aviation Agreement with the EU that are currently served by higher-cost, higher-fare
carriers or where competitor traffic capacity has not yet fully returned following the Covid-19 pandemic; (iv) increasing
the frequency of service on its existing routes; (v) starting new domestic routes within individual EU countries and the
UK; (vi) considering acquisition opportunities that may become available in the future; (vii) connecting airports within its
existing route network; (viii) establishing new bases; and (ix) initiating new routes not currently served by any carrier.
Responding to market challenges. In recent periods, Ryanair’s low-fares business model faced substantial
pressure due to significantly increased fuel costs and economic contraction in the economies in which it operates
(including global market disruptions related to the Covid-19 pandemic outbreak, the war in Ukraine and the Israel/Hamas
conflict). The Company has aimed to meet these challenges by: (i) grounding aircraft during the winter season; (ii)
controlling costs and liquidity; (iii) renegotiating contracts with existing suppliers, airports and handling companies and
(iv) flexibly reallocating capacity to new markets. There can be no assurance that the Company will be successful in
achieving all of the foregoing or taking other similar measures, or that doing so will allow the Company to earn profits
in any period. See “Item 3. Key information—Risk factors—Risks related to the Company—Changes in fuel costs and
availability affect the Company’s results” and “— The Company may not be successful in increasing fares to cover rising
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business costs.” In prior years, in response to an operating environment characterized by high fuel prices, typically lower
seasonal yields and higher airport charges and/or taxes, Ryanair adopted a policy of grounding a certain portion of its
fleet during the winter months. Ryanair also carries out its scheduled aircraft maintenance at this quieter time of the
year. While seasonal grounding does reduce the Company’s operating costs, it also decreases Ryanair’s winter season
flight and non-flight revenues. Decreasing the number and frequency of flights may also negatively affect the Company’s
labor relations, including its ability to attract flight personnel interested in full-time employment. See “Item 3. Key
information—Risk factors—Risks related to the Company—Ryanair has seasonally grounded aircraft.”
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ROUTE SYSTEM, SCHEDULING AND FARES
Route System and Scheduling
As of May 16, 2025, the Company offered over 3,500 daily scheduled short-haul flights serving approximately
230 airports largely throughout Europe, the Middle East and North Africa. The following table lists Ryanair’s 93 operating
bases:
Operating Bases
Agadir
Frankfurt (Hahn)
Paris (Beauvais)
Alicante
Gdansk
Pescara
Athens
Girona
Pisa
Baden-Baden
Gothenburg
Porto
Barcelona (El Prat)
Ibiza
Poznan
Bari
Katowice
Prague
Belfast International
Kaunas
Prestwick
Berlin (Brandenburg)
Krakow
Reggio
Birmingham
Lamezia
Riga
Bologna
Lanzarote
Rome (Ciampino)
Bournemouth
Leeds Bradford
Rome (Fiumicino)
Bratislava
Lisbon
Santiago
Brindisi
Liverpool
Seville
Bristol
London (Luton)
Shannon
Brussels (Charleroi)
London (Stansted)
Sofia
Bucharest
Madeira
Stockholm (Arlanda)
Budapest
Madrid
Tangier
Cagliari
Malaga
Tenerife South
Catania
Malta
Thessaloniki
Chania
Manchester
Toulouse
Cologne
Marrakesh
Trieste
Copenhagen
Marseille
Turin
Corfu
Memmingen
Valencia
Cork
Milan (Bergamo)
Venice (Marco Polo)
Dublin
Milan (Malpensa)
Venice (Treviso)
Dubrovnik
Naples
Vienna
Dusseldorf (Weeze)
Newcastle
Vilnius
East Midlands
Nuremberg
Warsaw (Modlin)
Edinburgh
Palermo
Wroclaw
Faro
Palma de Mallorca
Zadar
Fez
Paphos
Zagreb
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See Note 16, “Analysis of operating revenues and segmental analysis” to the consolidated financial statements
included in Item 18 for more information regarding the geographical sources of the Company’s revenue.
Ryanair’s objective is to schedule a sufficient number of flights per day on each of Ryanair’s routes to satisfy
demand for Ryanair’s low-fares service. Ryanair schedules departures on its most popular routes at frequent intervals
normally between approximately 6:00 a.m. and 12:00 a.m. Management regularly reviews the need for adjustments in
the number of flights on all of its routes. In recent years, Ryanair has focused on high frequency and business friendly
timings between Europe’s main business centers.
During FY25, the Ryanair Group opened 4 new bases and almost 250 new routes across its network. See “Item
3. Key information—Risk factors— Risks related to the Company—Ryanair’s new routes and expanded operations may
have an adverse financial impact on its results.”
Widely Available Low Fares
Ryanair offers low fares, with prices generally varying on the basis of advance booking, seat availability and
demand. Ryanair sells seats on a one-way basis, thus removing minimum stay requirements from all travel on Ryanair
scheduled services. All tickets can be changed, subject to certain conditions, including fee payment and applicable
upgrade charges. However, tickets are generally non-cancellable and non-refundable and must be paid for at the time
of reservation.
Ryanair’s discounted fares are driven by Ryanair’s “load factor active – yield passive” strategy whereby seats
are priced to ensure that high load factor targets are achieved.
Ryanair also periodically runs special promotional fare campaigns, in particular in connection with the opening
of new routes, and endeavors to always offer the lowest fare on any route it serves. Promotional fares may have the
effect of increasing load factors and reducing Ryanair’s yield and passenger revenues on the relevant routes during the
periods they are in effect. Ryanair expects to continue to offer significant fare promotions to stimulate demand in
periods of lower activity or during off-peak times for the foreseeable future.
MARKETING AND ADVERTISING
Ryanair’s primary marketing strategy is to emphasize its widely available low fares, route choice and great care.
Ryanair primarily does so through online advertising, social media, and its own digital platforms, complemented by radio
sponsorships and some TV advertising.
In addition, Ryanair uses creative content to drive awareness of communication campaigns (such as the need
for ATC reform), ancillary services and policy information through email marketing, social media and the Ryanair app.
Social media alone gives Ryanair free access to a monthly audience of over 100m people.
Other marketing activities include co-operative advertising campaigns with other travel-related entities,
including local tourist boards. Ryanair also regularly contacts people who have registered in its database to inform them
about promotions and special offers.
RESERVATIONS ON RYANAIR.COM
Passenger airlines generally rely on travel agents (whether traditional or online) for a significant portion of their
ticket sales and pay travel agents’ commission for their services, as well as reimbursing them for the fees charged by
reservation systems providers. In contrast, Ryanair encourages all passengers to make reservations and purchase
tickets directly. Due to Ryanair’s long standing online distribution policy, the majority of reservations and purchases are
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made through the website Ryanair.com, although a significant number of customers are also booking on the Ryanair
app and therefore, we are not reliant on travel agents. Ryanair has long campaigned against the anti-consumer practices
of Online Travel Agents (OTAs) who overcharge customers, apply hidden mark-ups, and provide fake customer contact
and payment details. In 2024, several OTAs signed direct distribution agreements with Ryanair that allow them to market
Ryanair flights to consumers in compliance with the principles of price transparency, ensuring that Ryanair is provided
with genuine customer details. These deals protect over 90% of OTA consumers from the anti-consumer practices of
screenscraping OTAs. Customers who book through unauthorized OTAs are asked to verify their identity on our website
to ensure all safety and security protocols during online check-in are adhered to.
Ryanair’s reservations system is hosted under an agreement with the system provider, Navitaire. Under the
agreement, the system serves as Ryanair’s core seating inventory and booking system. In return for access to these
system functions, Ryanair pays transaction fees that are generally based on the number of passenger seat journeys
booked through the system. Navitaire also retains back-up booking engines to support operations in the event of a
breakdown in the main system.
The Company has agreements with the GDSs Amadeus, Travelport (which operates the Galileo and Worldspan
GDSs) and Sabre. These GDSs provide access to Ryanair fares (except for some promotional fare categories) to
traditional bricks & mortar travel agents and corporate travel booking tools, but do not offer our fares for re-sale online.
In 2024 Ryanair extended its distribution to corporate travelers by announcing agreements with Concur and Kyte.
AIRCRAFT
Boeing Aircraft
As of March 31, 2025, the Company had a fleet of 587 Boeing 737 aircraft which are currently operated by Buzz,
Malta Air, Ryanair DAC and Ryanair UK. The fleet includes 176 Boeing 737-8200 aircraft, each having 197 seats, 410
Boeing 737-800 “next generation” (“NG”) aircraft, each having 189 seats and 1 Boeing 737-700.
Between March 1999 and March 2025, Ryanair took delivery of 532 Boeing 737NG aircraft, 1 Boeing 737-700
aircraft and 176 new Boeing 737-8200s under its contracts with Boeing and disposed of 122 Boeing 737NG aircraft,
including 77 lease hand-backs. In FY25, Ryanair took delivery of 30 new Boeing 737-8200 aircraft.
Under the terms of the 2014 Boeing Contract, which was repriced in December 2020, Ryanair agreed to purchase
210 new Boeing 737-8200 “Gamechanger” aircraft delivering between FY22 and FY26 inclusive. Deliveries commenced
in June 2021. The aircraft are used on new and existing routes to grow the Ryanair Group’s business. The Boeing 737-
8200 represents the newest generation of Boeing’s 737 aircraft. It is a short-to-medium range aircraft and seats 197
passengers (eight (4%) more seats than Ryanair’s Boeing 737-800NG 189 seat fleet). The basic price (equivalent to a
standard list price for an aircraft of this type) for each of the Boeing 737-8200 series aircraft under the 2014 Boeing
Contract is approximately U.S.$102.5m. Net of basic credits and reflective of price escalation over the original scheduled
delivery timeframe, the value of the 210 Boeing 737-8200 aircraft under the 2014 Boeing Contract is approximately
U.S.$9.6bn. Boeing has granted Ryanair certain price concessions as part of the 2014 Boeing Contract. As a result, the
"effective price" (the purchase price of the new aircraft net of discounts received from Boeing) of each new aircraft will
be significantly below the basic price mentioned above. The effective price applies to all new aircraft delivering from
FY22 through to FY26.
Under the terms of the 2023 Boeing Contract, Ryanair agreed to purchase up to 300 Boeing 737 MAX-10 series
aircraft (of which 150 are firm orders and 150 are subject to an option exercisable at Ryanair’s discretion) in the period
from calendar 2027 to 2033 inclusive. It is a short-to-medium range aircraft and, for Ryanair’s specified configuration,
will seat 228 passengers (39 (21%) more than the Group’s existing Boeing 737-800NGs). The Boeing 737 MAX-10 also
offers significantly improved fuel, carbon and noise efficiencies compared to the Boeing 737-800NG, with approximately
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20% lower fuel and CO2 emissions and up to 50% less noise. The Basic Price (equivalent to a standard list price for an
aircraft of this type) for each of the Boeing 737 MAX-10 series aircraft is approximately U.S.$135m. Net of basic credits,
the value of the 150 firm Boeing 737 MAX-10 aircraft under the 2023 Boeing Contract is approximately U.S.$10.6bn.
Boeing has granted Ryanair certain price concessions as part of the 2023 Boeing Contract. As a result, the "effective
price" (the purchase price of the New Aircraft net of discounts received from Boeing) of each Boeing 737 MAX-10 will
be significantly below the Basic Price mentioned above. The effective price applies to all Boeing 737 MAX-10s due for
delivery from calendar 2027.
For additional details on the Boeing contracts, scheduled aircraft deliveries and related expenditures and their
financing, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
The Boeing 737 is the world’s most widely used commercial aircraft and exists in a number of generations, the
Boeing 737-8200 being the most recent entering service.
The Boeing 737NGs are fitted with CFM 56-7B engines and have advanced CAT III Autoland capability, advanced
traffic collision avoidance systems, and enhanced ground-proximity warning systems. The Boeing 737-8200s are fitted
with CFM LEAP-1B engines which, combined with the Advanced Technology winglet and other aerodynamic
improvements, should reduce fuel consumption by up to 16% on a per seat basis compared to the Boeing 737NGs in
Ryanair’s configuration and reduce operational noise emissions by up to 50%.
For additional information, please see “Item 3—Key information—Risk factors—Risks related to the Company—
A majority of Ryanair’s aircraft and certain parts are sourced from a single supplier; therefore, Ryanair would be
materially and adversely affected if such supplier was unable to provide additional equipment or support”.
At March 31, 2025, the average aircraft age of the Company’s Boeing 737 fleet was approximately 10 years.
Airbus Aircraft
As of March 31, 2025, the Company had a fleet of 26 leased Airbus A320 aircraft (2024: 27; 2023: 28). These
aircraft are operated by Lauda, as a wet lease operator for the Group, and have 180 seats. They are powered by a mix of
CFM 56-5B and Pratt & Whitney V2500 engines. At March 31, 2025, the average aircraft age of the Company’s leased
Airbus A320 fleet was approximately 18 years.
Summary
Ryanair expects to have approximately 800 narrow-body aircraft in its fleet following delivery of all the Boeing
737-8200 and Boeing 737 MAX-10 aircraft, assuming disposals of some older aircraft (including lease returns) over the
period and Boeing’s ability to fulfil both the 2014 and 2023 Boeing Contract.
Training and Regulatory Compliance
At March 31, 2025, Ryanair owns and operates 9 Boeing 737-800NG, 9 Boeing 737-8200 and 1 A320 full flight
simulators for pilot training. The simulators were purchased from CAE Inc of Quebec, Canada (“CAE”). In addition,
Ryanair currently owns and operates 10 state of the art, fixed base simulators from Multi Pilot Simulations (“MPS”)
which are used for pilot assessments and pilot training. The Group’s simulators are located at the Group’s training
centers in Dublin, East Midlands and Bergamo. In FY26, Ryanair will open two new state of the art training centers in
Krakow and Madrid.
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Management believes that Ryanair is currently in compliance with all applicable regulations and EU directives
concerning its fleet of Boeing 737 and Airbus A320 aircraft and will comply with any regulations or applicable EU and
UK directives that may come into effect in the future. However, there can be no assurance that the FAA, the UK CAA,
EASA or any other regulatory authorities will not recommend or require other safety-related undertakings that could
adversely impact the Company’s results of operations or financial condition, in particular safety-related undertakings
related to the Boeing 737-8200. See “Item 3. Key Information—Risk Factors—Risks Related to the Airline Industry—
Safety-related undertakings could affect the Company’s results.”
ANCILLARY SERVICES
Ryanair provides various ancillary services and engages in other activities connected with its core air passenger
service, including non-flight scheduled services (e.g. Priority Boarding and Reserved Seating), internet-related services
(e.g. SMS flight confirmation), and the in-flight sale of beverages, food, duty-free and merchandise.
Ryanair primarily markets car hire, travel insurance and accommodation services through its website and mobile
app. Ryanair offers car hire services via a contract with RentalCars. Ryanair receives a commission on these sales.
Ryanair markets car parking, fast-track, airport transfers, attractions and activities on its website and mobile
app. Ryanair also sells gift vouchers which are redeemable online.
MAINTENANCE AND REPAIRS
General
As part of its commitment to safety, Ryanair endeavors to hire qualified maintenance personnel, provide proper
training to such personnel, and maintain its aircraft in accordance with EASA and UK Regulations and European industry
standards. While Ryanair seeks to maintain its fleet in a cost-effective manner, management does not seek to extend
Ryanair’s low-cost operating strategy to the areas of continuing airworthiness management, maintenance, training, or
quality assurance.
EASA came into being on September 28, 2003, through the adoption of Regulation (EC) No. 1592/2002 of the
European Parliament, and its standards superseded the previous Joint Aviation Authority (“JAA”) requirements. See “—
Government Regulation—Regulatory Authorities” below. Post Brexit, with the UK leaving EASA, aircraft registered in the
UK are managed in accordance with the UK equivalent regulations.
Ryanair Engineering and the Safety & Compliance department manage the Continuing Airworthiness of the
Group fleet in accordance with Commission Regulation (EU) No. 1321/2014 of 26 November 2014 - Continuing
Airworthiness and UK Reg. (EU) 1321/2014 - the UK Continuing Airworthiness regulation. Each Group Airline holds
applicable approval with their respective National Airworthiness Authority (IAA Ireland, TMCAD Malta, Polish CAA and
UK CAA), providing robust oversight of all maintenance activities.
Maintenance activities are undertaken in accordance with EASA and UK Part 145 as applicable, by Ryanair DAC
under IAA approval and approved contracted providers.
During FY25, Ryanair established the Ryanair Engineering Academy (the “Academy”) to increase the number of
trainees recruited into the Group to align headcount with future aircraft deliveries. The calendar year 2024 engineering
intake included approximately 1,000 trainees, with similar targets in 2025 and 2026. The Academy is approved to deliver
maintenance type training courses under EASA and UK Part-147 approvals, with approved training sites located across
the Ryanair network, in London (Stansted), Glasgow (Prestwick), Seville and Shannon, with a further site added in 2025
in Bergamo.
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Ryanair is an EASA Part-145 approved maintenance organization and provides its own routine aircraft
maintenance and repair services. Ryanair also performs certain line maintenance checks on its aircraft, including pre-
flight and daily checks at a number of its bases, as well as A-checks at its London Stansted (5 bays), Bergamo (5 bays),
Dublin (2 bays), Vienna (2 bays), Nuremberg (2 bays), Madrid (1 bay), Malta (1 bay) and Porto (1 bay) facilities to support
line maintenance on Boeing 737 and Airbus A320 aircraft.
Ryanair performs the majority of its Boeing 737 heavy airframe maintenance utilising a Ryanair associated Part-
145 approval/organisation for heavy maintenance with a seasonal use of third-party maintenance repair and overhaul
(the “MRO”) facilities. Ryanair has hangar facilities in Prestwick (6 bays), Seville (5 bays), Kaunas (4 bays), Wroclaw (4
bays), Shannon (3 bays) and Hahn (2 bays) which are used for C-check maintenance activities.
Ryanair will continue to look for opportunities to invest in additional hangar facilities over the coming years to
ensure there is sufficient hangar capacity for the growing fleet. Ryanair is developing a 7-bay facility in Madrid while we
expect to commence the building of new hangars in Porto, Dublin, Berlin and Lamezia to support the upcoming
maintenance requirements.
Maintenance and repair services that may become necessary while an aircraft is located at other airports served
by Ryanair are provided by other EASA Part 145-approved contract maintenance providers. Aircraft return each evening
to Ryanair’s bases, where they are examined by either Ryanair’s approved personnel or by local EASA Part 145-approved
companies.
Heavy Maintenance
Ryanair expects to be dependent on external service contractors for Airbus A320 and Boeing 737 maintenance,
particularly for airframe, engine and component maintenance, for the foreseeable future, notwithstanding the
capabilities provided by its current maintenance facilities. See “Item 3. Key Information — Risk Factors — Risks Related
to the Company — The Group is dependent on external service providers”. Ryanair utilizes MROs which provide a high
standard of maintenance. The Group has a long-term maintenance agreement with the MRO provider Joramco (in
Jordan) which will see them undertake up to 10 lines of heavy maintenance for the Group until 2034.
Ryanair contracts out engine overhaul service for its Boeing 737-800NG aircraft to CFM under a ten-year
agreement to December 2027, with an option for extension. This comprehensive maintenance contract provides for the
repair and overhaul of the CFM56-7B series engines fitted to Ryanair’s Boeing 737-800NG aircraft, the repair of parts
and general technical support for the fleet of engines. CFM uses its EASA Part-145 approved repair facilities in Cardiff
(Wales), Celma (Brazil), Petropolis (Brazil), Paris (France), Kuala Lumpur (Malaysia), Queretaro (Mexico) and Casablanca
(Morocco). By contracting with experienced EASA Part-145 approved maintenance providers, management believes it
is better able to ensure the quality of its engine maintenance. CFM LEAP-1B Engines installed on the Boeing 737-8200
aircraft are subject to warranty by CFM. Any required repairs/overhauls subject to this warranty will be accomplished by
CFM at its EASA Part-145 approved repair facilities. Engine maintenance providers are also monitored closely by the
national authorities under EASA and national regulations. Ryanair trained engineering staff with both Boeing and CFM
in advance of the introduction of the Boeing 737-8200 aircraft to the Ryanair fleet.
SAFETY RECORD
Ryanair has not had a single passenger or flight crew fatality in its 40-year operating history. Ryanair
demonstrates its commitment to safe operations through its safety policy, training, procedures, its investment in safety-
related equipment and enhancements, and its adoption of an internal, open, and confidential reporting system for safety
and security matters. The Company’s Board also has a Group Safety and Security Committee to review and discuss air
safety and security performance. Members of the Committee include Non-Executive Directors, Mike O’Brien, Eamonn
Brennan and Ryanair’s Chief Risk Officer, Carol Sharkey. The Accountable Managers of each of the Ryanair Group
Airlines and nominated persons are invited to attend. Mr. O’Brien and Ms. Sharkey reports to the Board each quarter.
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Ryanair’s flight crew training is oriented towards accident prevention and integrates with the Safety
Management System to cover all aspects of flight operations. Threat and Error Management (“TEM”) is at the core of
all flight crew training programs. Ryanair maintains full control of the content and delivery of all flight crew training,
including initial, recurrent, and upgrade phases. All training programs are approved/accepted by the relevant National
Competent Aviation Authority, (including the IAA, TMCAD Malta, the Polish CAA and the UK CAA) which regularly audits
operations standards and flight crew training standards for compliance with EU and UK legislation. All Boeing 737s that
Ryanair has bought are certified for Category IIIA landings (automatic landings with minimum horizontal visibility of 200
meters and a 50 feet decision height).
Ryanair has a comprehensive and documented Safety Management System. Management actively encourages
flight crews to report any safety-related issues through the Safety Reporting system, which is available online. Also
available to crew is Ryanair’s Confidential Reporting System (“RCRS”) which affords personnel the opportunity to report
directly to Safety Officers any event, error, or discrepancy in operations that does not fall into the category of a
mandatory report required by regulation, and they do not wish to report through standard reporting channels.
Management uses the de-identified information reported through all reporting channels to modify training and/or
procedures and improve flight operations standards as necessary. Additionally, Ryanair promotes the use of CHIRP, a
confidential reporting system that is endorsed by the UK CAA as an alternative confidential reporting channel.
Ryanair has installed an automatic data capturing system on each of its Boeing 737 and Airbus A320 aircraft.
This system captures and downloads aircraft performance information for use as part of Operational Flight Data
Monitoring (“OFDM”) which automatically provides a confidential report on exceedances from normal operating
limitations detected during the course of each flight. The purpose of this system is to monitor operational performance
and trends and identify any instance of an operational limit being exceeded. By analyzing this information, management
can identify undesirable trends and potential areas of operational risk, so as to take steps to rectify such deviations,
thereby ensuring adherence to Ryanair’s flight safety standards.
AIRPORT OPERATIONS
Airport Handling Services
The majority of Ryanair flights are handled through the airport authorities, either directly through sub-contractors
or the airport themselves. The Ground Operations team work to obtain the most competitive service rates for ground,
aircraft, and passenger services across the network by negotiating long term agreement deals, often across multiple
stations with growth incentives (where possible) with fixed or capped rates to gain certainty over costs. These contracts
are generally scheduled to expire in two to seven years, unless renewed, and part of the rates are contingent on
performance by the providers to ensure compliance and punctuality. Ryanair provides its own ground services, aircraft
handling and passenger services either directly or through partners at Dublin, London (Stansted), Spain, Portugal and
various Polish airports. Ryanair has the option under European regulations to handle its own aircraft and passenger
services where it cannot obtain competitive rates or quality handling services at each airport. See “Item 3. Key
Information—Risk Factors—Risks Related to the Company—The Group is dependent on external service providers.”
Airport Charges
As with other airlines, Ryanair must pay airport charges each time it lands and accesses facilities at the airports
it serves. Depending on the policy of the individual airport, such charges can include landing fees, passenger loading
fees, security fees and parking fees. Ryanair attempts to negotiate discounted fees by delivering annual increases in
passenger traffic and/or access to new destinations, and opts, when practicable, for less expensive facilities, such as
less convenient gates and the use of outdoor boarding stairs rather than more expensive jetways. Nevertheless, there
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can be no assurance that the airports Ryanair uses will not impose higher airport charges in the future and that any such
increases would not adversely affect the Company’s operations.
See “Item 3. Key Information—Risk Factors—Risks Related to the Company—Ryanair’s continued growth is
dependent on access to suitable airports; charges for airport access are subject to increase.” See also “Item 8. Financial
Information—Other Financial Information—Legal Proceedings—EU State Aid-Related Proceedings” for information
regarding legal proceedings in which Ryanair’s economic arrangements with several publicly owned airports are being
contested.
FUEL
The cost of jet fuel (including carbon and de-icing costs) accounted for approximately 42% and 45% of Ryanair’s
total operating expenses in the FY25 and FY24 respectively. In each case, this accounts for costs after giving effect to
the Company’s hedging activities. The future availability and cost of jet fuel cannot be predicted with any degree of
certainty, and Ryanair’s low-fares policy limits its ability to pass on increased fuel costs to passengers through increased
fares. Jet fuel prices are dependent on crude oil prices, which are quoted in U.S. dollars. If the value of the U.S. dollar
strengthens against the euro, Ryanair’s fuel costs, expressed in euro, may increase even in absence of any increase in
the U.S. dollar price of jet fuel. Ryanair has also entered into foreign currency forward contracts to hedge against some
currency fluctuations. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk— Foreign Currency
Exposure and Hedging.”
Ryanair typically enters into arrangements providing for significant protection against fluctuations in fuel prices,
through both forward swap contracts and/or call options covering periods of up to 12 to 18 months of anticipated jet
fuel requirements. If capacity is significantly reduced, as was the case in FY21 due to European Governments response
to the spread of Covid-19, forward contracts may become ineffective for hedge accounting purposes. See “Item 3. Key
Information—Risk Factors—Risks Related to the Company—Changes in fuel costs and availability affect the Company’s
results” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Fuel Price Exposure and Hedging”
for additional information on recent trends in fuel costs and the Company’s related hedging activities, as well as certain
associated risks. See also “Item 5. Operating and Financial Review and Prospects—FY25 Compared with FY24—Fuel
and Oil.”
INSURANCE
Ryanair is exposed to potential catastrophic losses that may be incurred in the event of an aircraft accident or
terrorist incident. Any such accident or incident could involve costs related to the repair or replacement of a damaged
aircraft and its consequent temporary or permanent loss from service. In addition, an accident or incident could result
in significant legal claims against the Company from injured passengers and others who experienced injury or property
damage as a result of the accident or incident, including ground victims. Ryanair maintains aviation third-party liability
insurance, passenger liability insurance, employer liability insurance, directors’ and officers’ liability insurance, aircraft
insurance for aircraft loss or damage, and other business insurance in amounts per occurrence consistent with industry
standards. Ryanair believes its insurance coverage is adequate, although not comprehensive. There can be no
assurance that the amount of such coverage will not need to be increased, that insurance premiums will not increase
significantly or that Ryanair will not be forced to bear substantial losses from accidents. Ryanair’s insurance does not
cover claims for losses incurred when, due to unforeseen events, airspace is closed and aircraft are grounded such as
the airspace closures described in “Item 3. Key Information—Risk Factors—Risks Related to the Airline Industry—Extreme
weather events could affect the Company and have a material adverse effect on the Company’s results of operations.”
The cost of insurance coverage for certain third-party liabilities arising from “acts of war” or terrorism increased
dramatically as a result of the September 11, 2001 terrorist attacks and the war in Ukraine. Ryanair’s insurers have
indicated that the scope of the Company’s current war-related insurance coverage may exclude certain types of
catastrophic incidents, which may result in the Company seeking alternative coverage.
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Ryanair has established Aviation Insurance Limited (“AIL”), a wholly owned captive insurance company
subsidiary based in Malta, to provide the Company with self-insurance as part of its ongoing risk-management strategy.
AIL underwrites a portion of the Company’s aviation insurance program, which covers not only the Company’s aircraft
but also its liability to passengers and to third parties. AIL reinsures virtually all of the aviation insurance risk it
underwrites with recognized third parties in the aviation reinsurance market, with the amount of AIL’s maximum
aggregate exposure not currently subject to such reinsurance agreements being equal to approximately U.S.$15m.
Council Regulation (EC) No. 2027/97, as amended by Council Regulation (EC) No. 889/2002, governs air carrier
liability. This legislation provides for unlimited liability of an air carrier in the event of death or bodily injuries suffered by
passengers, implementing the Warsaw Convention of 1929 for the Unification of Certain Rules Relating to
Transportation by Air, as amended by the Montreal Convention of 1999. Ryanair has extended its liability insurance to
meet the appropriate requirements of the legislation. See “Item 3. Key Information—Risk Factors—Risks Related to the
Airline Industry—The Company faces the risk of loss and liability” for information on the Company’s risks of loss and
liability.
FACILITIES
The following are the principal facilities owned or leased by the Ryanair Group:
Site Area
Floor Space
Location
(Sq. Meters) (Sq. Meters)
Tenure
Activity
Airside Business Park, Dublin
37,752
32,409
Freehold
Offices, Travel Labs Dublin, Training Center & OCC
Dublin Airport (Hangar)
8,190
8,269
Leasehold
Aircraft Maintenance
Vienna Airport (Hangar)
12,591
7,720
Leasehold
Aircraft Maintenance
Stansted Airport (Hangar)
17,262
14,302
Leasehold
Aircraft Maintenance & Simulator Training Center
Porto Airport (Hangar)
8,424
5,103
Leasehold
Aircraft Maintenance
Madrid Airport (Hangar)
22,606
16,378
Leasehold
Aircraft Maintenance
East Midlands Airport
5,935
3,435
Freehold
Simulator Training Center
Prestwick Airport (Hangar)
16,022
14,295
Leasehold
Aircraft Maintenance
Frankfurt (Hahn) Airport (Hangar)
5,064
5,064
Leasehold
Aircraft Maintenance & Simulator Training Center
Bergamo Airport
16,647
9,563
Leasehold
Aircraft Maintenance & Training Center
Wroclaw Airport, Poland (Hangar)
8,701
7,484
Leasehold
Aircraft Maintenance
Malta Airport (Hangar)
6,729
3,696
Leasehold
Aircraft Maintenance
Seville, Spain (Hangar)
9,800
8,000
Leasehold
Aircraft Maintenance
Madrid, Spain
3,828
3,828
Leasehold
Travel Labs Madrid
Wroclaw, Poland
1,935
1,935
Leasehold
Travel Labs Wroclaw
Warsaw, Poland
747
747
Leasehold
Administrative Offices & OCC
Pieta, Malta
480
679
Leasehold
Administrative Offices
Vienna, Austria
1,325
1,325
Leasehold
Administrative Offices
Ryanair has agreements with the DAA, the Irish government authority charged with operating Dublin Airport, to
lease check-in counters and other space at the passenger and cargo terminal facilities at Dublin Airport. The airport
office facilities used by Ryanair at London (Stansted) are leased from the airport authority; similar facilities at each of
the other airports Ryanair group airlines serve are provided by third party service providers.
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TRADEMARKS
Ryanair’s name, logo, certain other names and logos, as well as certain slogans, are registered as:
(1) European Union Trademarks – registrations which afford uniform protection in all 27 EU member states.
(2) National trademarks (in, for example, the UK, Jordan and Lebanon) – registrations which afford protection in the
state of registration.
(3) International trademarks – registrations designating relevant countries, which in turn operate as national trademark
registrations.
Registered trademarks give Ryanair an exclusive monopoly over the use of the particular mark in the relevant
jurisdiction and the right to sue for trademark infringement should another party use an identical or similar mark in
relation to identical or similar services.
THE ENVIRONMENT
Ryanair’s Environmental Policy commits the Group to what the Board and management believe are ambitious
future environmental targets, building on impressive achievements to date, including commitments to address climate
change, and the priorities and policies which will allow the Group to continue to lower CO2 emission intensity and noise
pollution.
Ryanair’s Environmental Strategy illustrates Ryanair’s commitment to managing its impact on the environment,
with key targets and achievements including:
Targets
•
Achieving net carbon zero by 2050, as set out below;
•
Reduce CO2 per passenger/kilometer to c.50 grams by 2031, with this target conforming with the Science Based
Targets Initiative’s (“SBTi”) aviation decarbonization pathway;
•
Power 12.5% of our flights with Sustainable Aviation Fuel (SAF) by 2030; and
•
Retain, or improve, the Group’s strong CDP climate protection rating (currently “A-“).
Achievements
•
Becoming the first Airline Group to publish its CO2 statistics monthly in FY19;
•
Investing billions of euro in new fuel and noise efficient aircraft;
•
Commercial SAF partnerships with Enilive, Neste, OMV, Repsol and Shell;
•
Industry leading MSCI ‘A’ rating and CDP ‘A-‘ rating;
•
Rated No.1 Large Cap global airline for ESG by Sustainalytics;
•
Extended our Sustainable Aviation Research Centre partnership with Trinity College Dublin to 2030; and
•
At least quarterly reporting to the Audit Committee and Board, to oversee delivery of ambitious environmental goals.
Ryanair manages its impact on the environment and lowers CO2 emissions by operating a young fleet, achieving
high load factors and efficient fuel burn. These enable Ryanair to minimize fuel and energy consumption and reduce
noise pollution.
Climate Governance and Strategy
Ryanair’s Board has ultimate oversight and responsibility of the Group’s climate transition plan, strategy in
achieving sustainability goals and climate-related risks and opportunities. The Board and Audit Committee receive
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quarterly updates on Ryanair’s climate related risks and performance from the Chief Sustainability Officer and Group
CFO.
Climate-related risks and opportunities are incorporated into the Ryanair Group's environmental policy. The
Board reviews the environmental policy annually and receives quarterly updates on performance. Environmental
opportunities and threats are factored into our financial and operational planning, including operational fuel efficiencies
and regulatory impacts.
These risks are identified through scenario analysis, horizon scanning and ongoing industry scrutiny. Key
transitional risks are assessed and managed across the organization primarily through the enterprise risk management
register with upstream climate risks also raised to the Sustainability Committee. These risks include Market and
Technology Shifts, Reputation, Policy, Legal and Physical Risks.
Ryanair’s long-term strategy identifies climate change as a key area that will impact the business in coming
years. Short and medium-term risks and opportunities are addressed on an ongoing basis by the Ryanair Sustainability
Committee and Sustainability team who, ultimately, report back to the Board.
In recent years, geopolitical events have disrupted existing supply and demand patterns of the energy market.
Despite this disruption, movements towards a cleaner energy system have continued through advancements in
European Union policies, including the “Fit for 55 package” and “REPowerEU”. High fossil fuel prices, as seen since the
war in Ukraine began, present an opportunity to operate more efficiently and build momentum in energy transition to
sustainable aviation fuels and fleet renewal through the Group’s 210 Boeing 737-8200 aircraft order and the Group’s
new 300 Boeing 737 MAX-10 aircraft (150 firm and 150 options) order under the 2023 Boeing Agreement.
In FY22, the Ryanair Group published its Pathway to Net Zero – a detailed plan on how the Group aims to achieve
its emissions reductions. This pathway forms a key pillar of our ongoing Group strategy. Emission reductions will come
from:
•
32% technological and operational improvements;
•
34% Sustainable Aviation Fuel;
•
10% Single European Sky initiative; and
•
24% carbon offsetting.
The aviation industry conducted a feasibility study (“Destination 2050”) of reaching Net Zero emissions by 2050.
This study demonstrates that reaching net zero emissions in aviation is possible. Key challenges are recognized in
reaching these long-term goals (as detailed further in the below “Material transition risk related to climate change and
consequences” section) most notably around the inability to obtain sufficient quantities of SAF.
Ryanair recognizes that transition risk costs will arise in connection with the climate change transition. The
Group has a history, as demonstrated through its recent aircraft orders, in maintaining a young, fuel efficient fleet and
any breakthrough in new technology engines, will be procured as part of ongoing fleet renewal. Additionally, while
sustainable aviation fuels currently trade at a premium of approximately 3x – 4x compared to normal jet kerosene, the
long-term outlook is for price convergence and there are a number of policymaker decisions which are currently being
reviewed which will aim to reduce the existing price divergence (e.g. government incentives to procure SAF, Emission
Trading System reform legislation, etc.).
Any and all firm commitments regarding climate change transition are recognized within respective going
concern or impairment assessments. There are no material litigation risks related to climate change currently identified.
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Certain material transition risks related to climate change and consequences
•
Inability to meet mandated SAF blending – could lead to increased cost for SAF or potential non-compliance
penalties resulting in lower earnings.
Ryanair has bi-lateral agreements in place with a number of SAF suppliers. These agreements allow Ryanair
access to SAF at key airport locations. These agreements are in place with Enilive, OMV, Repsol and Shell. By
using SAF, Greenhouse Gas (“GHG”) emissions will decrease which will reduce Emissions Trading System
(“ETS”) and Carbon Offsetting and Reduction Scheme for International Aviation (“CORSIA”) compliance costs.
•
Increased consumer concern about climate change could lead to a reluctance to fly.
By Ryanair positioning itself as a leader in the climate change agenda for aviation, there is an opportunity that
passengers will switch to flying with Ryanair. There is an opportunity to enhance the Group reputation and brand
value as a carbon efficient airline.
•
Costs to transition to lower emissions technology could result in higher capital expenditure and lower
earnings.
Ryanair has had a long-standing strategy for fleet modernization supported with strong cash flows and access
to capital markets. Ryanair's current Boeing average fleet age is approximately 10 years.
New technologies will be more fuel efficient, delivering ongoing operational cost savings, an example of which
is Ryanair’s decision to retrofit its Boeing 737-800NG aircraft with split scimitar winglets, which provide an
emission reduction benefit of approximately 1.5% and lower noise by approximately 6%.
Certain material physical risks related to climate change and consequences
•
Increased severity of extreme weather events such as wild-fires, cyclones and floods could lead to
operational disruption and potential revenue loss.
Group assets are highly mobile and can be moved and are therefore not subject to acute risks associated
with coastal flooding or tropical cyclones.
•
Rising temperature and sea levels could potentially lead to lower revenue due to cancelled flights.
Weather conditions are closely monitored, with the Group flying predominantly intra-European routes which
would be less affected by physical risks.
GOVERNMENT REGULATION
Regulatory Authorities
EU air carriers such as the Company and the Group Airlines are generally able to provide passenger services on
domestic routes within any EU member state outside their home country, as well as between EU member states without
restriction, subject to applicable EU and national regulations implemented by competent authorities, including the
European Commission and EASA, as well as oversight by the European Organization for the Safety of Air Navigation
(“Eurocontrol”). The Group Airlines are also subject to national regulation in their home countries, which is implemented
primarily by (i) in Ireland, the Irish Aviation Authority (“IAA”) and the Department of Transport (“DoT”) in the case of
Ryanair DAC, (ii) in Poland, the Polish Civil Aviation Authority (“Polish CAA”) in the case of Buzz, (iii) in Malta, Transport
Malta and the Civil Aviation Directorate (“Maltese CAD”) in the case of Lauda Europe and Malta Air, and (iv) in the United
Kingdom, the Civil Aviation Authority and the Department for Transport (“UK DfT”) in the case of Ryanair UK.
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Management believes that the present regulatory environment in the EU is generally characterized by high
sensitivity to safety and security issues, which is demonstrated by intensive reviews of safety-related procedures,
training and equipment by the national and EU regulatory authorities. During the Covid-19 pandemic, various public
health measures were imposed on airlines, including requirements in certain countries to verify passenger’s health
documentation and, in certain cases, restrictions on the freedom to operate flights.
Ireland
Irish Aviation Authority. The IAA is primarily responsible for regulating the safety, security and technical aspects
of aviation in Ireland. The IAA has broad regulatory and enforcement powers, including the authority to require reports
and investigate and institute enforcement proceedings.
To operate in the EU, an Irish air carrier is required to hold an AOC granted by the IAA attesting to the air carrier’s
operational and technical competence to conduct airline services with specified types of aircraft. The IAA has broad
authority to amend or revoke an AOC, with Ryanair’s ability to continue to hold its AOC being subject to ongoing
compliance with current and future applicable statutes, rules and regulations pertaining to the airline industry. Ryanair
DAC’s current AOC (No. IE 07/94) was issued by the IAA in January 2022.
Each aircraft operated by Ryanair DAC is required to have a Certificate of Airworthiness issued by the IAA. The
validity of each Certificate of Airworthiness, and the Company’s Flight Operations Department, flight personnel, flight
and emergency procedures, aircraft, and maintenance facilities are each subject to periodic review and inspections by
the IAA.
Under Ireland’s Air Navigation and Transport Act 2022, the air navigation service provision function of the IAA
was transferred into a new corporate entity, AirNav Ireland, in May 2023, while the safety and security regulation
functions of the IAA were retained within the IAA. The Act further provided for the dissolution of the Commission for
Aviation Regulation (“CAR”) and the merger of its functions and responsibilities with the IAA, creating a single regulator
for the civil aviation sector in Ireland, covering safety, security, economic and consumer regulation.
Following the dissolution of CAR and the merger of its functions with the IAA (which took place on April 30,
2023), the IAA is responsible for issuing operating licenses to air carriers registered in Ireland under EU Regulation
1008/2008. The criteria for granting an operating license include, inter alia, an air carrier’s financial fitness, the adequacy
of its insurance and the fitness of its management. In addition, EU regulations require that (i) the air carrier must be
owned, for the purposes of EU Regulation 1008/2008, and continue to be owned (directly or through majority ownership)
by EU member states and/or EU nationals and (ii) the air carrier must at all times be effectively controlled by such EU
member states or EU nationals. The IAA has broad authority to revoke an operating license. See “Item 10. Additional
Information—Limitations on Share Ownership by Non-EU Nationals.” See also “Item 3. Key Information—Risk Factors—
Risks Related to Ownership of the Company’s Ordinary Shares or ADSs—EU Rules impose restrictions on the ownership
of Ryanair Holdings’ Ordinary Shares by Non-EU nationals” above.
Ryanair’s current operating license (No 05/16) was issued by CAR (whose functions were merged with the IAA
on April 30, 2023) on September 20, 2016 and is subject to periodic review.
Department of Transport. The DoT is responsible for implementation of certain EU and Irish legislation and
international standards relating to air transport.
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Malta
Maltese Civil Aviation Directorate. The Maltese CAD is Malta's aviation regulator, assisting the Maltese Director
General for Civil Aviation in fostering the development of civil aviation in Malta within a safety oversight system. The
Maltese CAD is responsible for: the safety of aircraft, aircraft and aerodrome operators, air navigation service providers,
licensing of aeronautical personnel and the conclusion of international air services agreements. To operate in the EU, a
Maltese air carrier is required to hold an AOC granted by the Maltese CAD attesting to the air carrier’s operational and
technical competence to conduct airline services with specified types of aircraft. The Maltese CAD has authority to
amend or revoke the AOC, with Lauda Europe’s and Malta Air’s ability to continue to hold their respective AOCs being
subject to ongoing compliance with applicable statutes. Lauda Europe’s and Malta Air’s flight operations, aircraft,
maintenance facilities and air crew are subject to ongoing review and inspections by the Maltese CAD.
The Company’s subsidiary, Malta Air, obtained an AOC (No. MT-57) and operating license (No. (CAD/MT-57)
from the Maltese CAD in June 2019.
The Company’s subsidiary, Lauda Europe, obtained an AOC (No. MT-62) and operating license (No. (CAD/MT-
62) from the Maltese CAD in September 2020.
Transport Malta. Transport Malta is a government body overseeing transport in Malta, including the work of the
Maltese CAD. It is responsible for implementation of certain EU and Maltese legislation and international standards
relating to air transport.
Poland
Polish Civil Aviation Authority. The Polish CAA is a government body and the civil aviation supervisory authority
in Poland. Apart from certification and licensing of airlines, the Polish CAA performs operational and regulatory functions
in all matters relating to qualifications of personnel, safety, security, as well as maintaining registers of aircraft,
personnel and training entities, amongst others.
The Company’s subsidiary Ryanair Sun S.A., operating as Buzz, obtained an AOC (No. PL-066) and operating
license (No. ULC-LER-1/4000-0156/06/17) from the Polish CAA in April 2018.
UK
UK Civil Aviation Authority. The UK CAA is primarily responsible for ensuring safety standards, consumer
protection, efficient use of airspace and security risks. A UK air carrier is required to hold an AOC granted by the UK CAA
attesting to the air carrier’s operational and technical competence to conduct airline services with specified types of
aircraft. The UK CAA has an authority to amend or revoke the AOC, with Ryanair UK’s ability to continue to hold its AOC
being subject to ongoing compliance with applicable statutes. Ryanair UK’s flight operations, aircraft, maintenance
facilities and air crew are subject to ongoing review and inspections by the UK CAA.
The Company’s subsidiary, Ryanair UK, obtained an AOC (No. GB 2451) and an operating license (OL/A/624)
from the UK CAA in December 2018.
UK Department for Transport. The UK DfT is responsible for implementation of certain UK legislation and
international standards relating to air transport.
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European Union
The European Union Aviation Safety Agency. EASA is an agency of the EU that has been given specific regulatory
and executive tasks in the field of aviation safety. The purpose of EASA is to draw-up common standards to ensure the
highest levels of safety, oversee their uniform application across Europe and promote them at the global level.
The European Organization for the Safety of Air Navigation. Eurocontrol is an autonomous international
organization established under the Eurocontrol Convention of December 13, 1960. Eurocontrol is responsible for, inter
alia, the safety of air navigation and the collection of charges for air navigation services throughout Europe.
International agreements concerning Eurocontrol provide for the payment of charges to Eurocontrol in respect
of air navigation services for aircraft in airspace under the control of Eurocontrol. The relevant legislation imposes
liability for the payment of any charges upon the operators of the aircraft in respect of which services are provided and
upon the owners of such aircraft or the managers of airports used by such aircraft. The Company’s airline subsidiaries,
as aircraft operators, are primarily responsible for the payment to Eurocontrol of charges incurred in relation to their
aircraft. The legislation also authorizes the detention of aircraft in the case of default in the payment of any charge for
air navigation services by the aircraft operator or the aircraft owner, as the case may be. This power of detention extends
to any equipment, stores or documents, which may be onboard the aircraft when it is detained and may result in the
possible sale of the aircraft.
European Commission. The European Commission is the EU body with primary responsibility for the preparation
of legislative proposals (for adoption by the European Parliament and the Council of the EU) and for the monitoring of
the implementation of EU legislation by member states of the EU. The European Commission is also responsible for the
enforcement of EU competition law and certain other laws.
The European Commission has published guidelines on the financing of airports and start-up aid to airlines by
regional airports that place restrictions on the incentives public airports can offer to airlines delivering traffic, when
compared with the commercial freedom available to private airports.
The European Union has adopted several legislative acts aimed at modernizing the EU’s air traffic control
system, including the legislative package known as the “single European sky”, and its subsequent amendments “SES2”
and “SES2+”. For example, EU Regulation 1070/09 (under “SES2”) focused on air traffic control performance, and
extended the authority of EASA to include airports and air traffic management. The objective of the EU’s policy in this
area is to enhance safety standards and the overall efficiency of air traffic control in Europe, as well as to reduce the
cost of air traffic control services.
The European Union has also adopted legislation on airport charges (EU Directive 2009/12), which was originally
intended to address abusive pricing at monopoly airports. However, the legislation includes all European airports with
over five million passengers per year. Management believes that the scope that exists within this Directive to address
abuses of their dominant positions by Europe’s larger airports is very limited. See “Item 8. Financial Information¾Other
Financial Information¾Legal Proceedings¾EU State Aid-Related Proceedings.”
EU Regulation 1008/2008 grants EU airlines the freedom to set prices, reinforcing a principle that has
underpinned the liberalized EU air transport market since the 1980s. However, in 2020 certain politicians in Austria and
Italy called for the introduction of minimum prices on airline tickets, while the Italian government in 2023 passed a
decree attempting to introduce a price cap on certain flights to Sicily and Sardinia, and in 2024 the Spanish government
proposed a price cap on two routes from mainland Spain to Spanish islands. While none of these measures were
ultimately implemented (the Spanish measure is being considered by the Government in light of airline objections and
complaints to the European Commission), it cannot be guaranteed that some form of government intervention in airline
fares will not be introduced at a national or European level. If allowed to stand following judicial review, any such
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restriction would severely impact the Company’s ability to attract the most price sensitive consumers. EU Regulation
1008/2008 also sets out rules in respect of transparency of airline fares, requiring the inclusion of all mandatory taxes,
fees, and charges in advertised prices. Ryanair includes this information in its advertised fares in all markets where it
operates. While consumer benefits of the unbundling of airline services are widely acknowledged, some consumer law
enforcement authorities have argued that certain optional price components should be included in advertised prices
and/or that certain optional services should be considered mandatory, which, if implemented, would limit the Company’s
commercial freedom.
The European Union has also passed legislation governing the allocation and use of airport slots, a directive
governing access to the ground handling market at EU airports, a directive on the terms of airlines’ participation in the
EU Emissions Trading System, regulations on passenger rights and the rights of passengers with reduced mobility, and
several other legislative acts affecting air transport, including matters of aviation security, noise, social security and
sustainable aviation fuel.
Registration of Aircraft
Pursuant to the Irish Aviation Authority (Nationality and Registration of Aircraft) Order 2015 (the “Order”), the
IAA regulates the registration of aircraft in Ireland. In order to be registered or continue to be registered in Ireland, an
aircraft must be wholly owned by either (i) a citizen of Ireland or a citizen of another member state of the EU having a
place of residence or business in Ireland or (ii) a company registered in and having a place of business in Ireland and
having its principal place of business in Ireland or another member state of the EU and not less than two-thirds of the
Directors of which are citizens of Ireland or of another member state of the EU. As of the date of this report, 11 out of
13 Directors of Ryanair Holdings are citizens of a member state of the EU.
The Company’s aircraft operated by Malta Air and Lauda Europe are registered in Malta, the aircraft operated
by Buzz are registered in Poland and the aircraft operated by Ryanair UK are registered in the UK. In each of these
countries similar regulations apply to the registration of aircraft as those described above in relation to aircraft operated
by Ryanair DAC, which are registered in Ireland.
Regulation of Competition
Competition/Antitrust Law. It is a general principle of EU competition law that no agreement may be concluded
between two or more separate economic undertakings that prevents, restricts, or distorts competition in the common
market or any part of the common market. Such an arrangement may nevertheless be exempted by the European
Commission, on either an individual or category basis. The second general principle of EU competition law is that any
business or businesses having a dominant position in the EU common market or any substantial part of the common
market may not abuse such dominant position. Similar competition laws apply at national level in EU member states, as
well as in the UK and other non-EU countries where the Company operates. Ryanair is subject to the application of the
general rules of competition law as well as specific rules on competition in the airline sector.
An aggrieved person may sue for breach of competition law in the courts of a member state and/or petition the
European Commission or a national competition authority for an order to put an end to the breach of competition law.
The European Commission and national competition authorities also may impose fines and daily penalties on
businesses and the courts may award damages and other remedies (such as injunctions) in appropriate circumstances.
Competition law in Ireland is primarily embodied in the Competition Acts 2002 to 2022. This legislation is
modeled on the EU competition law system. The Irish rules generally prohibit anti-competitive arrangements among
businesses and prohibit the abuse of a dominant position. These rules are enforced either by public enforcement
(primarily by the Competition and Consumer Protection Commission) through both criminal and civil sanctions or by
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private action in the courts. These rules apply to the airline sector but are subject to EU rules that override any contrary
provisions of Irish competition law.
In December 2022, the Italian competition authority (the “AGCM”) launched an investigation into alleged illegal
price coordination between airlines, including Ryanair, on routes between mainland Italy and Sicily during the Christmas
period. The investigation was closed in late 2023 with no finding of infringement. The AGCM subsequently launched a
review of the use of pricing algorithms by airlines on certain domestic Italian routes. The AGCM issued a draft report for
consultation in December 2024, which finds no specific issues on these routes related to the use of algorithms. This
inquiry is pending and due to conclude by the end of 2025. In September 2023, the AGCM opened an investigation into
a potential abuse of a dominant position by Ryanair in its dealings with OTAs and bricks & mortar travel agents. See
“Item 3. Key Information—Risk Factors—Risks Related to the Company— The Company faces risks related to allegations
of non-compliance with competition law”.
In September 2023, the AGCM launched an investigation into alleged abuse of dominance by Ryanair in its
dealings with online and offline “bricks and mortar” travel agents in Italy. The Company has strongly refuted the
allegation and is engaging with the AGCM which currently has until December 2025 to conclude its investigation. In the
context of this investigation, in April 2024 the AGCM started interim proceedings to determine whether there exists a
risk of irreparable damage to competition during the time required for completing the main investigation, unless interim
measures are imposed on Ryanair. The AGCM closed these interim proceedings in late May 2024, concluding that there
was no basis for the adoption of precautionary measures pending the outcome of the main investigation. In February
2025, the AGCM alleged that certain of Ryanair’s responses to the AGCM’s questions have been incomplete. While
Ryanair disagrees strongly with this allegation, the AGCM may decide to impose a fine on Ryanair in the course of 2025,
which Ryanair would contest in courts.
Certain operators of screenscraping websites have alleged in court proceedings that Ryanair’s objection to the
unauthorized selling of its flight tickets by online travel agents to consumers is an attempt to restrict competition.
Ryanair is vigorously defending such claims and welcomed the withdrawal by On the Beach of its action in UK courts
and Lastminute’s withdrawal of its action in Italian courts in 2024. See “Item 3. Key Information—Risk Factors—Risks
Related to the Company—The Company faces risks related to unauthorized use of information from the Company’s
website”.
State Aid. EU law sets conditions on which State aid may be granted by EU member states to businesses. The
EU Treaty prevents member states from granting such aid unless approved in advance by the EU. Any such grant of
State aid to an airline is subject to challenge before the European Commission or, in certain circumstances, national
courts. If aid is held to have been unlawfully granted it may have to be repaid by the airline to the granting member state,
together with interest thereon.
Under the terms of the EU—UK TCA, the UK has introduced a new subsidy control regime in order to prevent
distortions of competition between the UK and the EU. See “Item 3. Key Information¾Risk Factors¾Risks Related to
the Company—The Company is subject to legal proceedings alleging State aid at certain airports” and “Item 8. Financial
Information¾Other Financial Information¾Legal Proceedings.”
Data Protection
Ryanair’s processing of personal data is subject to increasingly complex data protection laws including the EU’s
GDPR as well as relevant national implementing legislation (Irish Data Protection Act 2018). The GDPR is directly
applicable across the member states of the EU and an equivalent data protection regime operates in the UK post-Brexit
(the European Commission has considered the UK regime to be adequate by way of the ‘adequacy decision’ adopted on
June 28, 2021). The GDPR imposes strict obligations on companies which process personal data, including
requirements to implement appropriate security measures to ensure that processing, storing, and transferring of
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personal data is done in accordance with the key data protection principles contained in the GDPR. There is an obligation
to report data breaches which are likely to result in a risk to the rights and freedoms of natural persons (and in some
instances an obligation to inform the data subjects) within stipulated timeframes. The GDPR also provides data subjects
with enhanced rights in respect of their personal data, such as the “right to be forgotten” (to be erased from the
databases of organizations holding their personal data, including erased from third party providers’ databases, provided
there are no legitimate grounds for retaining the personal data) and the right to “data portability” (the right to receive the
personal data concerning the data subject in a structured and commonly used and machine-readable format and to
transmit that data to a nominated third party).
A breach of the GDPR may result in the imposition of fines by supervisory authorities up to €20m or 4% of annual
group-wide turnover (whichever is higher). Supervisory authorities also have the power to audit businesses and require
measures to be taken by businesses to rectify any non-compliance (which can include orders to suspend data
processing activities). Additionally, data subjects are entitled to seek compensation for any damage (including non-
material damage) suffered in the event that the processing of their personal data is in breach of the GDPR’s
requirements. See “Item 3. Key Information—Risk Factors—Risks Related to the Company—Ryanair is subject to
increasingly complex data protection laws and regulations” and “Item 8. Financial Information—Other Financial
Information—Legal Proceedings—Data Protection Commission Inquiry”.
Consumer Protection
Ryanair operates under stringent consumer protection laws. Despite diligent efforts to ensure full compliance,
there is a possibility that government bodies or other entities might claim non-compliance with these laws by Ryanair.
Certain authorities across Ryanair’s network have the power to conduct audits and demand corrective actions for any
non-compliance. A significant breach by Ryanair of consumer laws could lead to authorities imposing fines of up to 10%
of the annual group-wide turnover, or the issuing of strict compliance orders. Furthermore, consumers have the right to
seek damages for any harm caused by a breach of their consumer rights and may also be represented in collective
redress or class actions. Such cases, whether individually or collectively, could materially and adversely affect the
Company's financial condition and operational results. See “Item 3. Key Information—Risk Factors—Risks Related to the
Company—The Company is subject to increasingly strict sanctions for non-compliance with consumer protection laws”.
Environmental Regulation
Aircraft Noise Regulations. Ryanair is subject to international, national and, in some cases, local noise regulation
standards. EU and Irish regulations have required that all aircraft operated by Ryanair comply with Stage 3 noise
requirements. All of Ryanair’s aircraft currently comply with these regulations. Many airports in Ryanair’s network
(including London Stansted, London Gatwick, Rome Ciampino, Dublin and Amsterdam) have established local noise
restrictions, including limits on the number of hourly or daily operations or the time of such operations.
Company Facilities. The Company maintains facilities across its network, including engineering facilities at the
airports in Bergamo, Dublin, Frankfurt (Hahn), Glasgow (Prestwick), Kaunas, London (Stansted), Madrid, Malta,
Nuremberg, Porto, Seville, Shannon, Vienna and Wroclaw. Planning permissions for Company facilities have been
obtained in accordance with local requirements and management of noxious or potentially toxic substances as well as
of waste removal is conducted in adherence to applicable local, national and EU regulations.
Ryanair’s Policy on Noise and Emissions. Ryanair is committed to reducing emissions and noise through
investments in new, efficient aircraft and engine technologies and the implementation of certain operational and
commercial decisions to minimize the environmental impact of its operations. The Company is constantly working
towards improving its environmental performance and in February 2025, its Leadership Level ‘A-’ rating was reconfirmed
by CDP – an international non-profit that helps organizations to disclose their environmental impact.
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In December 2005, Ryanair completed the fleet replacement program it commenced in 1999. All of Ryanair’s
older Boeing 737-200A aircraft were replaced with Boeing 737-800 “Next Generation” (“NG”) aircraft. The design of these
aircraft is aimed at minimizing drag, thereby reducing the rate of fuel burn and noise levels. The engines are also quieter
and more fuel-efficient. The Boeing 737-800NG aircraft have a significantly superior fuel-burn to passenger-kilometer
ratio than Ryanair’s former fleet of Boeing 737-200A aircraft. Ryanair has installed winglets on all of its Boeing 737-
800NG aircraft. Winglets reduce both the rate of fuel burn and carbon dioxide emissions by approximately 4%, and also
reduce noise emissions. In FY23, Ryanair began to retro-fit scimitar winglets on the Boeing 737-800NG fleet. This retro-
fit program will further reduce fuel burn of these aircraft by approximately 1.5% and noise by approximately 6%.
In September 2014, Ryanair entered into an agreement with Boeing to purchase up to 200 Boeing 737-8200
“Gamechanger” aircraft (including 100 firm orders and 100 aircraft subject to option). The contract was approved by the
shareholders of the Company at an extraordinary general meeting (“EGM”) in November 2014. In June 2017, the Group
agreed to purchase an additional 10 Boeing 737-8200 aircraft. In April 2018, the Company announced that it had
converted 25 Boeing 737-8200 options into firm orders. In December 2020, the Company announced that it had
converted the remaining 75 options to firm orders. This brought the Company’s firm order to 210 Boeing 737-8200s with
a total contract value of approximately U.S.$9.6bn at standard list price of U.S.$102.5m per aircraft (net of basic credits
and reflective of price escalation over the originally scheduled delivery timeframe). These aircraft have 197 seats and
are fitted with CFM-LEAP-1B engines which, combined with the Advanced Technology winglet and other aerodynamic
improvements, reduce fuel consumption by up to approximately 16% on a per seat basis compared to the Boeing 737-
800NGs in Ryanair’s configuration and reduce operational noise emissions by up to 50%. See “—Aircraft” above for
details on Ryanair’s fleet plan.
In May 2023, Ryanair signed an agreement with Boeing to purchase up to 300 Boeing 737 MAX-10 aircraft
(including 150 firm orders and 150 aircraft subject to option) for delivery between 2027 and 2033. This agreement was
approved by Shareholders at the Company’s 2023 AGM. These aircraft have 228 seats and are fitted with CFM-LEAP-1B
engines, which reduce fuel consumption by up to approximately 20% compared to the Boeing 737-800NG and reduce
noise emissions by approximately 50%. It is expected that up to 50% of this order will replace older aircraft in the fleet
(including lease handbacks), while the remainder will facilitate disciplined traffic growth to approximately 300m
passengers per annum by FY34.
In addition, Ryanair has distinctive operational characteristics that management believes help reduce the
Company’s impact on the environment. In particular, Ryanair:
•
operates with a high-seat density of 189 seats on the Boeing 737-800NGs and 197 on the Boeing 737-8200
aircraft. This is in contrast to the 162 seats and two-class configuration of the Boeing 737-800 aircraft used
by traditional network airlines, reducing fuel burn and emissions per passenger/kilometer. The Lauda A320
fleet has a high density of 180 seats;
•
has reduced per passenger/Km emissions through high load factors (94% in FY25);
•
achieves quick turn-around times, thus reducing fuel burn and emissions when aircraft are on the ground;
•
provides mainly direct services as opposed to connecting flights, in order to limit the need for passengers
to transfer at main hubs and thus reduces the number of take-offs and landings per journey from four to
two, reducing fuel burn and emissions per journey; and
•
has minimal scheduled late-night departures of aircraft, reducing the impact of noise emissions.
In 2021, a law was passed in France prohibiting domestic flights where an alternative direct train service
operates in under 2.5 hours, with an exception made for connecting flights. The European Commission found this
distorted competition between point to point carriers and network operators. Consequently, France amended the law to
remove this exemption for connecting flights. The new formulation of the law de facto means that only 3 routes to Paris
Orly airport (where the Company does not operate) are affected. The European Commission approved this law in
December 2022. It entered into force in May 2023 for a period of three years. Ryanair does not believe that any such
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measures can in fact make a significant contribution to reducing aviation’s environmental impact given that over half of
all emissions from European aviation come from long-haul flights (which account for just a few percent of total European
flights) and has argued that policy-makers should instead focus on measures that discourage connecting flights, the
most environmentally inefficient form of air travel. A widespread introduction of bans on short-haul flights could have a
negative impact on the Company’s results and operations.
“Fit for 55”. The Company engages with European decision makers to support a fair green transition of the
aviation sector. Among the measures included in the “Fit for 55” package, we welcome the legislation to increase the
use of SAF and engaged relevant stakeholders to stress the importance of using sustainable fuels to cut the sector’s
carbon footprint. We have highlighted the limited environmental benefit and the harmful consequences for the EU
economy and connectivity resulting from other elements of the package, e.g., a kerosene tax that applies only to intra-
EU flights. In May 2023, the revision of the EU ETS Directive for aviation, as agreed by the European Parliament and the
Council of the European Union, was published in the EU Official Journal, and applies the ETS exclusively to intra-EEA
flights until at least 2027. In 2026, the European Commission will again assess and review the geographic scope of the
ETS with the view potentially to including long-haul flights within the scope.
Emissions Trading. In November 2008, the European Union adopted legislation to add aviation to the EU ETS as
of 2012. This scheme, which had previously applied mainly to energy producers, is a cap-and-trade system for CO2
emissions to encourage industries to improve their CO2 efficiency. Under the legislation, airlines were granted initial free
CO2 allowances based on historical “revenue tonne kilometres” and a CO2 efficiency benchmark. Any shortage of
allowances has to be purchased in the open market and/or at government auctions. Management believes that this
legislation has a negative impact on the European airline industry as it does not sufficiently promote environmentally
efficient growth. The free CO2 allowances are being phased out between 2024 and 2026, which will increase the cost of
compliance by the Company with the ETS.
In January 2021, a UK ETS replaced the UK’s participation in the EU ETS (in principle covering UK domestic
flights and flights from the UK to the EU, while EU ETS still applies on flights from the EU to the UK, regardless of the
nationality of the operating carrier). This scheme contains many consistent features with the concurrent EU ETS. Airlines
have been granted allowances under the scheme with a subsequent deduction in allocated free EU ETS allowances.
These were distributed in proportion to UK ETS activity based on historical “revenue tonne kilometre”. The UK has
announced it plans to phase out the free CO2 allowances from 2026.
Carbon Offsetting. In October 2016, the CORSIA (Carbon Offsetting and Reduction Scheme for International
Aviation) agreement was agreed between 191 ICAO countries. The CORSIA scheme uses market-based environmental
policy instruments (carbon credits) to offset CO2 emissions above the 2019 levels, starting from 2021 to 2023, and
above 85% of 2019 levels from 2024 to 2035. The scheme is voluntary for ICAO countries until 2026. As of May 2025,
129 out of 191 countries decided to participate.
Aviation Taxes. Ryanair is fundamentally opposed to the introduction of additional aviation taxes, including new
environmental taxes, fuel taxes or emissions levies. Ryanair has offered, and continues to offer, among the lowest fares
in Europe, to make passenger air travel affordable and accessible to European consumers. Ryanair remitted over €1.5bn
in various environmental taxes in FY25 up from approximately €1.2bn in FY24 (and over €0.8bn in FY23). Ryanair
believes that the imposition of additional taxes on airlines will not only increase airfares, but will discourage new entrants
into the market, resulting in less choice for consumers. Ryanair believes this would ultimately have adverse effects on
the European economy in general.
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As a company, Ryanair believes in free market competition and that aviation taxation distorts competition by
favoring the less efficient flag carriers which generally have smaller and older aircraft, lower load factors, which offer
connecting flights and operate primarily into congested airports, and which, as a result, have a much higher fuel burn
per passenger. Furthermore, the introduction of a tax at a European level only, such as that proposed under the ETD,
would distort competition between airlines operating solely within Europe and those operating also long-haul flights to
and from Europe.
Airport charges
The EU Airport Charges Directive of March 2009 sets forth general principles that are to be followed by airports
with more than 5m passengers per annum and airports with the highest passenger movement in each Member State,
when setting airport charges, and provides for an appeals procedure for airlines in the event that they are not satisfied
with the level of charges. However, Ryanair does not believe that this procedure is effective or that it constrains those
airports that are currently abusing their dominant position, in part because the legislation was transposed improperly in
certain countries, such as Ireland and Spain, thereby depriving airlines of even the basic safeguards provided for in the
Directive. This legislation may in fact lead to higher airport charges, depending on how its provisions are applied by EU
member states and subsequently by the courts.
Slots
Currently, many of Ryanair Group’s airports have no “slot” allocation restrictions; however, a substantial number
of the airports the Ryanair Group airlines serve, including its primary bases, are regulated by means of “slot” allocations,
which represent authorizations to take off or land at a particular airport within a specified time period. EU law regulates
the acquisition, transfer and loss of slots. Under EU Regulation No. 793/2004, slots may be transferred from one route
to another by the same carrier, transferred within a group or as part of a change of control of a carrier, or swapped
between carriers. In April 2008, the European Commission issued a communication on the application of the slot
regulation, signaling the acceptance of secondary trading of airport slots between airlines. This was intended to allow
more flexibility and mobility in the use of slots and further enhance possibilities for market entry at slot constrained
airports. Any future legislation that might create an official secondary market for slots could create a potential source
of revenue for certain of Ryanair’s current and potential competitors, many of which have many more slots allocated at
primary airports at present than Ryanair. The European Commission proposed a revision to the slots’ legislation
reflecting the principle of secondary trading. This revision has been negotiated by the EU institutions since 2014 and is
currently stalled. Slot values depend on several factors, including the airport, time of day covered, the availability of slots
and the class of aircraft. Ryanair’s ability to gain access to and develop its operations at slot-controlled airports will be
affected by the availability of slots for takeoffs and landings at these specific airports. New entrants to an airport are
currently given certain privileges in terms of obtaining slots, but such privileges are subject to the grandfathered rights
of existing operators that are utilizing their slots. In March 2020, the European Union suspended the “80/20 use it or lose
it” rule for the IATA summer season 2020 due to the Covid-19 pandemic. The “80/20” rule provides that an airline is
entitled to the same slot in the next equivalent scheduling period if it has used the allocated slot 80% of the time. The
suspension of the “80/20” rule had been phased out and the rule was fully restored from the IATA summer season 2023.
There is no assurance that the Ryanair Group will be able to obtain a sufficient number of slots at the slot-controlled
airports that it desires to serve in the future at the time it needs them or on acceptable terms.
Public Procurement
The Company is subject to public procurement laws. Despite diligent efforts to ensure full compliance, there is
a possibility that government bodies or other entities might claim non-compliance with these laws by Ryanair. A
significant breach by Ryanair of public procurement laws could lead to authorities imposing substantial fines or other
orders, including criminal sanctions. Such cases, whether individually or collectively, could materially and adversely
affect the Company's financial condition and operational results.
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Other
The Company now operates under local employment law in all major markets, crew are employed under local
contracts of employment and the Company complies with all local legislation and regulations in the applicable
jurisdiction, including occupational health and safety.
DESCRIPTION OF PROPERTY
For certain information about each of the Company’s key facilities, see “—Facilities” above. Management
believes that the Company’s facilities are suitable for its needs and are well maintained.
Item 4A. Unresolved Staff Comments
There are no unresolved staff comments.
Item 5. Operating and Financial Review and Prospects
The following discussion should be read in conjunction with the audited consolidated financial statements of
the Company and the notes thereto included in Item 18. Those consolidated financial statements have been prepared
in accordance with IFRS Accounting Standards.
HISTORY
Ryanair’s current business strategy dates to the early 1990s, when Ryanair became the first European airline to
replicate the low-fares, low-cost operating model pioneered by Southwest Airlines in the United States. During the period
between 1992 and 1994, Ryanair expanded its route network to include scheduled passenger services between Dublin
and Birmingham, Manchester and Glasgow (Prestwick). In 1994, Ryanair began standardizing its fleet by purchasing
used Boeing 737-200A aircraft to replace substantially all of its leased aircraft. Beginning in 1996, Ryanair continued to
expand its service from Dublin to new provincial destinations in the UK. Ryanair Holdings completed its initial public
offering in June 1997.
From 1997 through March 31, 2025, the Ryanair Group launched services on more approximately 2,600 routes
and also increased the frequency of service on a number of its principal routes. Ryanair has established 93 airports as
bases of operations. See “Item 4. Information on the Company—Route System, Scheduling and Fares” for a list of these
bases. During FY19 and FY20 the Company established a low-cost airline group adding startup airlines in Poland (Buzz)
and the UK (Ryanair UK), along with the acquisition of Lauda and Malta Air (both now based in Malta), to Ryanair DAC in
Ireland. Ryanair has increased the number of booked passengers from approximately 5m in FY99 to over 200m in FY25.
As of March 31, 2025, Ryanair had a principal fleet of 587 Boeing 737 (including 176 Boeing 737-8200 “Gamechangers”)
aircraft and 26 Airbus A320 aircraft and serves approximately 230 airports.
Ryanair expects to have approximately 800 narrow-body aircraft in its operating fleet by FY34 following the
delivery of all of the Boeing 737s currently on order, subject to lease hand-backs and disposals over the period. See
“Item 4. Information on the Company—Aircraft” and “Item 5. Operating and Financial Review and Prospects—Liquidity
and Capital Resources” below for additional details.
BUSINESS OVERVIEW
Since Ryanair pioneered its low-cost operating model in Europe in the early 1990s, its passenger volumes and
scheduled passenger revenues have increased significantly because the Company has substantially increased capacity
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and demand has been sufficient to match the increased capacity. Ryanair’s annual booked passenger volume has grown
from approximately 1m passengers in 1991 to over 200m passengers in FY25.
Scheduled revenues rose 1% to €9.23bn as a 7% decline in fares drove strong traffic growth of 9% to just over
200m passengers. Ancillary revenues delivered a solid performance, rising 10% to €4.72bn due to 9% traffic growth and
1% higher spend per passenger.
Ryanair’s total break-even load factor was 80% in FY24 and 84% in FY25. Ryanair recorded an operating profit
of €2.06bn in FY24 and an operating profit of €1.56bn in FY25. The Company recorded a profit after tax of €1.92bn in
FY24 and a profit after tax of €1.61bn in FY25.
Historical results are not predictive of future results
The historical results of operations discussed herein may not be indicative of Ryanair’s future operating
performance. Ryanair’s future results of operations will be affected by, among other things, fuel prices; the airline pricing
environment in a period of increased competition; flight disruptions and other global economic impacts caused by the
war in Ukraine and the conflict in the Middle East; overall passenger traffic volume; the availability of new airports for
expansion; the ability of Ryanair to finance its planned acquisition of aircraft and to discharge the resulting debt service
obligations; economic and political conditions in Ireland, the UK and the EU including a high interest rate environment;
the ability of the Company to generate profits for new acquisitions; terrorist threats or attacks (including cyber-attacks)
within the EU; seasonal variations in travel; developments in government regulations (including import tariffs), litigation
and labor relations; foreign currency fluctuations; potential break-up of the Eurozone; Brexit; global inflation and supply
chain pressures; the availability of aircraft; competition and the public’s perception regarding the safety of low-fares
airlines; changes in aircraft acquisition, leasing, and other operating costs; flight interruptions caused by extreme
weather events or other atmospheric disruptions; aircraft safety concerns; flight disruptions caused by periodic and
prolonged ATC strikes in Europe; the rates of income and corporate taxes paid, the financial impact of the Covid-19
crisis and the Russian invasion of Ukraine on European economies. Ryanair expects its depreciation, staff, fuel and route
charges to increase as additional aircraft and related flight equipment are acquired. Future fuel costs may also increase
as a result of the depletion of petroleum reserves, the shortage of fuel production capacity, production restrictions
imposed by oil producers, sanctions imposed on oil producers, geopolitical tensions affecting oil producing countries
and the imposition of sustainable aviation fuel (SAF) mandates by the EU and UK Government. Maintenance expenses
may also increase as a result of Ryanair’s fleet expansion and replacement program. The cost of insurance coverage
for certain third-party liabilities arising from “acts of war” or terrorism increased dramatically following the September
11, 2001 terrorist attacks. In addition, the financing of new Boeing 737-8200 aircraft and Boeing 737 MAX-10 aircraft
may increase the total amount of the Company’s outstanding debt and the payments it is obliged to make to service
such debt.
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RYANAIR GROUP ANNUAL REPORT 2025
RESULTS OF OPERATIONS
The following table sets forth certain income statement data (calculated under IFRS) for Ryanair expressed as
a percentage of Ryanair’s total revenues for each of the periods indicated:
Fiscal Year ended March 31,
2025
2024
2023
Total revenues
100 %
100 %
100 %
Scheduled revenues
66
68
64
Ancillary revenues
34
32
36
Total operating expenses
89
85
87
Fuel and oil
38
38
37
Staff costs
13
11
11
Airport and handling charges
12
11
12
Depreciation
9
8
9
Route charges
8
8
8
Marketing, distribution and other
6
6
6
Maintenance, materials and repairs
3
3
3
Operating profit
11
15
13
Net finance income
2
1
0
Profit before tax
13
16
13
Tax expense
(1)
(2)
(1)
Profit after taxation
12
14
12
FY25 COMPARED WITH FY24
Profit after taxation. Ryanair recorded a profit after taxation of €1,612m in FY25, as compared with a profit after
taxation of €1,917m in FY24. This decrease was primarily attributable to strong traffic growth at lower average fares,
offset by good cost control.
Scheduled revenues. Ryanair's scheduled passenger revenues increased by 1%, from €9,145m in FY24 to
€9,230m in FY25, primarily reflecting a 9% increase in traffic to just over 200m passengers offset by a 7% reduction in
average fare to c.€46.
Scheduled passenger revenues accounted for 66% of Ryanair’s total revenues in FY25 and 68% in FY24.
Ancillary revenues. Ryanair's ancillary revenues, which comprise revenues from non-flight scheduled operations,
in-flight sales and internet-related services, increased by 10%, from €4,299m in FY24 to €4,719m in FY25. The overall
increase in ancillary revenues was due to a 9% increase in traffic growth and 1% higher spend per passenger.
Operating expenses. As a percentage of total revenues, Ryanair's operating expenses were at 89% for FY25 and
85% for FY24. In absolute terms, total operating expenses increased by 9%, from €11,383m in FY24 to €12,391m in FY25,
principally as a result of an increase in sectors flown and higher staff costs, partially offset by fuel hedge savings. When
comparing costs as a percentage of total revenues, fuel, route charges, marketing, distribution and other and
maintenance, materials and repairs remained in line with FY24. Staff costs, depreciation and airport and handling
charges increased as a percentage of total revenues primarily due to the 7% decrease in average fares.
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RYANAIR GROUP ANNUAL REPORT 2025
The following table sets forth the amounts in euro cent of, and percentage changes in, Ryanair's operating
expenses (on a per passenger basis) for FY25 and FY24 under IFRS. This data is calculated by dividing the relevant
expense amount (as shown in the consolidated financial statements) by the number of passengers in the relevant year
as shown in the table of “Selected Operating and Other Data” in Item 3 and rounding to the nearest euro cent; the
percentage change is calculated on the basis of the relevant figures before rounding.
At March 31,
2025
2024
% Change *
€
€
Fuel and oil
26.07
27.99
7%
Staff costs
8.74
8.16
(7)%
Airport and handling charges
8.41
8.08
(4)%
Depreciation
6.06
5.77
(5)%
Route charges
5.83
5.58
(4)%
Marketing, distribution and other
4.39
4.12
(6)%
Maintenance, materials and repairs
2.38
2.26
(5)%
Total operating expenses
61.88
61.96
0%
* ”+” is favorable and “( )“ is adverse year-on-year.
Fuel and oil. Ryanair's fuel and oil costs per passenger decreased by 7%, while in absolute terms, these costs
increased by 2% from €5,143m in FY24 to €5,220m in FY25. The 2% increase reflected a 9% increase in sectors flown,
offset by favorable jet fuel hedging and lower fuel burn on the new Boeing 737-8200 “Gamechanger” aircraft. Fuel and
oil costs include the direct cost of fuel, the cost of delivering fuel to the aircraft, aircraft de-icing and emissions trading
costs (both EU and UK). The average fuel price paid by Ryanair (calculated by dividing total fuel costs (including into-
plane and carbon charges) by the number of U.S. gallons of fuel consumed) decreased by 6.5% from €3.23 per U.S.
gallon in FY24 to €3.02 per U.S. gallon in FY25.
Staff costs. Ryanair's staff costs, which consist primarily of salaries, wages and benefits, increased by 7% on a
per passenger basis, while in absolute terms, these costs increased by 17%, from €1,500m in FY24 to €1,751m in FY25.
The increase in absolute terms was primarily attributable to the larger fleet, 9% higher sectors, Boeing delivery delays
leading to higher crewing ratios, and the annualisation of crew productivity pay increases implemented in H2 FY24.
Airport and handling charges. Ryanair's airport and handling charges per passenger increased by 4% in FY25
compared to FY24. In absolute terms, airport and handling charges increased by 13%, from €1,485m in FY24 to €1,684m
in FY25 due to 9% traffic growth and higher landing, ground ATC and handling rates.
Depreciation. Ryanair's depreciation per passenger increased by 5%, while in absolute terms these costs
increased by 15% from €1,060m in FY24 to €1,214m in FY25. The increase was primarily due to 30 more “Gamechanger”
aircraft in the fleet, higher amortisation arising from 9% sector growth and increased Boeing 737-800 utilisation due to
Boeing delivery delays.
Route charges. Ryanair's route charges per passenger increased by 4%. In absolute terms, route charges
increased by 14%, from €1,024m in FY24 to €1,167m in FY25, due to the 9% increase in flight hours and 11% higher
Eurocontrol rates from January 2025.
Marketing, distribution and other expenses. Ryanair's marketing, distribution and other operating expenses,
including those applicable to the generation of ancillary revenues, increased by 6% on a per passenger basis in FY25,
while in absolute terms, these costs increased by 16%, from €757m in FY24 to €878m in FY25, primarily due to 9% traffic
growth, a legal charge booked in H2 and higher input costs for rising onboard sales.
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RYANAIR GROUP ANNUAL REPORT 2025
Maintenance, materials and repairs. Ryanair's maintenance, materials and repair expenses increased by 5% on a
per passenger basis, while in absolute terms these expenses increased by 15% from €415m in FY24 to €476m in FY25.
The increase in absolute terms during the fiscal year was due to higher utilization, labor inflation and delayed Boeing
aircraft deliveries, partially offset by modest delay compensation credits received.
Operating profit. As a result of the factors outlined above, an operating profit per passenger of €7.78 was
recorded in FY25 compared to an operating profit per passenger of €11.22 in FY24.
Net finance and other income. Ryanair’s net finance income increased to €224m due to a strong cash balance,
the Group’s low-cost finance and delay compensation received. Foreign exchange translation reflects the impact of
primarily €/U.S.$ exchange rate movements on balance sheet revaluations.
Taxation. The effective tax rate for FY25 was approximately 10% (FY24: 10%) reflecting the mix of profits and
losses incurred by Ryanair’s operating subsidiaries primarily in Ireland, Malta, Poland and the UK.
FY24 COMPARED WITH FY23
A discussion of FY24 compared with FY23 is included in Ryanair’s 2024 Annual Report and Form 20-F.
SEASONAL FLUCTUATIONS
The Company’s results of operations have varied significantly from quarter to quarter, and management expects
these variations to continue. Among the factors causing these variations are the airline industry’s sensitivity to general
economic conditions and the seasonal nature of air travel. Ryanair typically records higher revenues and income in the
first half of each fiscal year ended March 31 than the second half of such year.
RECENTLY ISSUED ACCOUNTING STANDARDS
Please see Note 1 to the consolidated financial statements included in Item 18 for information on recently
issued accounting standards and whether they are material to the Company.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity. The Company finances its working capital requirements through a combination of cash generated
from operations, debt capital market issuances and bank loans for general corporate purposes. See “Item 3. Key
Information— Risk Factors—Risks Related to the Company—The Company will incur significant costs acquiring new
aircraft and any instability in the credit and capital markets could negatively impact Ryanair’s ability to obtain financing
on acceptable terms” for more information about risks relating to liquidity and capital resources. The Company had
gross cash resources at March 31, 2025 and 2024 of €3.99bn and €4.12bn, respectively. The €0.13bn decrease in gross
cash resources year on year reflects capital expenditure of approximately €1.55bn and shareholder returns of €1.92bn
offset by an increase in cash generated from operating activities.
The Company’s net cash inflow from operating activities in FY25 amounted to €3.42bn (FY24: €3.16bn). The
€0.26bn increase in net cash flows from operating activities year on year primarily reflects the movement in forward
bookings.
During FY25, Ryanair’s primary cash requirements have been for operating expenses, capital expenditures and
shareholder returns. Cash generated from operations were the primary sources of cash inflows in FY25. In FY24,
Ryanair’s primary cash requirements were for operating expenses, capital expenditures and payments on indebtedness.
Cash generated from operations were the primary sources of cash inflows for FY24.
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RYANAIR GROUP ANNUAL REPORT 2025
The Company’s net cash outflow from investing activities in FY25 totaled €1.43bn, primarily reflecting 30 aircraft
deliveries, aircraft pre-delivery deposits and capitalized maintenance. The Company’s net cash outflow from investing
activities in FY24 totaled €1.56bn, primarily reflecting 48 aircraft deliveries, aircraft pre-delivery deposits and capitalized
maintenance.
Net cash outflows from financing activities totaled €2.00bn in FY25, largely reflecting shareholder returns of
€1.92bn. Net cash outflows from financing activities totaled €1.33bn in FY24, largely reflecting the repayment of the
Group’s €0.85bn (2015) Eurobond.
Capital Expenditures. Capital Expenditures in FY25 and FY24 were €1.55bn and €2.39bn respectively. At March
31, 2025, 100% of Ryanair’s owned Boeing 737s were unencumbered. Ryanair has generally been able to generate
sufficient funds from operations to meet its non-aircraft acquisition-related working capital requirements. Management
believes that the working capital available to the Company is sufficient for its present requirements and will be sufficient
to meet its anticipated requirements for capital expenditures and other cash requirements for FY26.
The following table sets forth the dates on which and the number of aircraft that will be delivered, returned and
disposed by the Company.
Fiscal Year End March 31,
2025
2026
2027
2028
2029
2030 2030-2034 Total
Opening Fleet
584
613
647
655
670
681
700
584
Firm deliveries under 2014 Boeing Contract
30
34
—
—
—
—
—
64
Deliveries under 2023 Boeing Contract*
—
—
8
20
40
54
178
300
Planned Disposals or lease returns
(1)
—
—
(5)
(29)
(35)
(78)
(148)
Closing Fleet
613
647
655
670
681
700
800
800
*150 aircraft are firm orders and 150 are subject to an option exercisable at Ryanair’s discretion.
Capital Resources. Ryanair’s debt (including current maturities) totaled €2.68bn at March 31, 2025 and €2.75bn
at March 31, 2024, with the change being primarily attributable to the repayment of borrowings and lease liabilities.
Please see the table “Obligations Due by Period” on page 217 for more information on Ryanair’s long-term debt (including
current maturities) and leases as of March 31, 2025. See also Note 11 to the consolidated financial statements included
in Item 18 for further information on the maturity profile of the interest rate structure and other information on the
Company’s borrowings.
Ryanair expects to finance the remaining aircraft under the 2014 Boeing Contract and the 2023 Boeing Contract
from internally generated cash flows, however the Group will remain opportunistic in its financing strategy and will
consider various financing options closer to the time of the respective delivery dates as may be considered appropriate.
Ryanair’s ability to obtain additional loans to finance aircraft purchases is subject to the issuance of further bank
commitments and the satisfaction of various contractual conditions. These conditions include, among other things, the
execution of satisfactory documentation, the requirement that Ryanair perform all of its obligations under the Boeing
agreements and that Ryanair not suffer a material adverse change in its conditions or prospects (financial or otherwise).
In addition, as a result of the Company’s strong investment grade BBB+ (stable) credit rating from both Standard &
Poor’s (“S&P”) and Fitch Ratings and following Ryanair’s issuance of €0.85bn in 2.875% unsecured Eurobonds with a 5-
year tenor in September 2020 and €1.20bn unsecured Eurobonds with a 5-year tenor at a coupon of 0.875% in May 2021
under its EMTN program, the Company may decide in the future to issue additional debt from capital markets to finance
future aircraft deliveries.
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RYANAIR GROUP ANNUAL REPORT 2025
At March 31, 2025, Ryanair had 26 leased Airbus A320 aircraft in the Lauda Europe fleet and 1 leased Boeing
737 aircraft in the Ryanair DAC fleet. As a result, Ryanair operates, but does not own, these aircraft, which were leased
to provide flexibility for the aircraft delivery program. Ryanair has no right or obligation to acquire these aircraft at the
end of the relevant lease terms. All 27 leases are U.S. dollar-denominated and require Ryanair to make fixed rental
payments and, following the adoption of IFRS 16 are shown as lease liabilities on the Group’s balance sheet (with related
right of use assets also recognized).
Since, under each of the Group’s leases, the Group has a commitment to maintain the relevant aircraft, an
accounting provision is made during the lease term for this obligation based on estimated future costs of major airframe
checks, engine maintenance checks and restitution of major life limited parts by making appropriate charges to the
income statement calculated by reference to the number of hours or cycles operated during the year.
Ryanair currently has a corporate rating of BBB+ (stable) from both S&P and Fitch Ratings and a €6bn EMTN
program. Ryanair issued €0.85bn in unsecured Eurobonds with a 5-year tenor at a coupon of 2.875% in September 2020,
and €1.20bn in unsecured Eurobonds with a 5-year tenor at a coupon of 0.875% in May 2021 under this program. All of
these issuances are guaranteed by Ryanair Holdings. The Company used the proceeds from these issuances for general
corporate purposes.
In May 2019, Ryanair DAC entered into a €0.75bn general corporate purposes unsecured, 5-year term loan facility
with a syndicate of 10 banks. In May 2023, the loan was refinanced to an unsecured €0.75bn syndicated revolving credit
facility (“RCF”) maturing in May 2028. In March 2025, the Group increased this low-cost RCF to €1.1bn and extended the
term to March 2030. At March 31, 2025, €0.61bn remained undrawn under the RCF.
CONTRACTUAL OBLIGATIONS
The table below sets forth the contractual obligations and commercial commitments of the Company with
definitive payment terms, which will require significant cash outlays in the future, as of March 31, 2025. These
obligations primarily relate to Ryanair’s aircraft purchase and related financing obligations, which are described in more
detail above. For additional information on the Company’s contractual obligations and commercial commitments, see
Note 22 to the consolidated financial statements included in Item 18.
The amounts listed under “Purchase Obligations” in the table reflect future obligations for firm aircraft
purchases under the existing 2014 Boeing Contract and 2023 Boeing Contract. This table is calculated by multiplying
the number of firm aircraft the Group is obligated to purchase under its agreements with Boeing during the relevant
period by the standard list price (at the time of announcing the transactions) of approximately U.S.$102.5m for each
Boeing 737-8200 aircraft and U.S.$135m for each Boeing 737 MAX-10 aircraft, adjusted for (i) basic credits
(approximately 60% of the standard list price); (ii) price escalation over the original scheduled delivery timeframe; and
(iii) advance payments paid in prior fiscal years. The dollar-denominated obligations are converted into euro at the year-
end exchange rate of U.S. $1.0817 = €1.00. The Group is eligible for further customer specific credits, reflective, inter
alia, of its longstanding partnership with Boeing, its launch customer status for the Boeing 737-8200 aircraft, its
commitment to purchase 210 Boeing 737-8200 aircraft under the 2014 Boeing Contract and the Group’s largest ever
single order of up to 300 Boeing 737 MAX-10 aircraft (including 150 firm orders and 150 options) under the 2023 Boeing
Contract and the delayed commencement of Boeing 737-8200 aircraft deliveries. These customer specific credits are
not included in the table below but will reduce the average amount payable per aircraft, and therefore, the Group’s
obligations due under the 2014 Boeing Contract and 2023 Boeing Contract. The Group considers that Boeing customer
specific credits are not material to the Group’s cash outflows over the time horizon of the 2014 Boeing Contract or the
time horizon of the 2023 Boeing Contract. Under the terms of the 2014 Boeing Contract and 2023 Boeing Contract, the
Group is required to make periodic advance payments of the purchase price for aircraft it has agreed to purchase over
the two-year period preceding the scheduled delivery of aircraft with the balance of the purchase price being due at the
time of delivery. Purchase Obligations detailed below are based on an agreed delivery schedule as of March 31, 2025.
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RYANAIR GROUP ANNUAL REPORT 2025
The amounts listed under “Operating Lease Obligations” reflect the Company’s obligations under its aircraft
operating lease arrangements at March 31, 2025.
Obligations Due by Period
Contractual Obligations
Total
Less than 1 year 1-2 years 2-5 years After 5 years
€M
€M
€M
€M
€M
Debt (a)
2,537
848
1,199
490
—
Purchase Obligations (b)
10,288
1,004
771
4,648
3,865
Operating Lease Obligations
155
42
41
72
—
Future Interest Payments (c)
112
48
24
40
—
Total Contractual Obligations
13,092
1,942
2,035
5,250
3,865
(a) For additional information on Ryanair’s debt obligations, see Note 11 to the consolidated financial statements included in Item 18.
(b) This reflects the 34 firm aircraft ordered under the 2014 Boeing Contract (176 already delivered by the end of FY25). Also reflected are
the 150 firm aircraft ordered under the 2023 Boeing Contract to be delivered over a 7-year period from calendar 2027 to 2033 (inclusive).
For additional information on the Company’s purchase obligations, see Note 22 to the consolidated financial statements included in
Item 18.
(c) In determining an appropriate methodology to estimate future interest payments, the Company has applied either the applicable fixed
rate or currently applicable variable rate where appropriate. These interest rates are subject to change and amounts actually due may
be higher or lower than noted in the table above.
TREND INFORMATION
For information concerning the principal trends and uncertainties affecting the Company’s results of operations
and financial condition, see “Item 3. Key Information—Risk Factors,” “Item 4. Information on the Company—Strategy—
Responding to market challenges” and “Item 5. Operating and Financial Review and Prospects—Business Overview,” “—
Results of Operations,” “—Liquidity and Capital Resources” above.
OFF-BALANCE SHEET TRANSACTIONS
The Company uses certain off-balance sheet arrangements in the ordinary course of business, including
financial guarantees. Details of these arrangements that have or are reasonably likely to have a current or future material
effect on the Company’s financial condition, results of operations, liquidity or capital resources are discussed below.
Guarantees. Ryanair Holdings has provided an aggregate of approximately €2.69bn (as at March 31, 2025) in
letters of guarantee to secure obligations of certain of its subsidiaries in respect of loans, capital market transactions
and bank advances, including those relating to aircraft financing and related hedging transactions. This amount
excludes guarantees given in relation to the 2014 Boeing Contract and 2023 Boeing Contract under which there was a
total of 34 firm Boeing 737-8200s and 150 firm Boeing 737 MAX-10 aircraft yet to be delivered as at March 31, 2025
amounting to approximately U.S.$11bn at the standard list price of U.S.$102.5m and U.S.$135m respectively (net of
basic credits and reflective of price escalation over the originally scheduled delivery timeframe).
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RYANAIR GROUP ANNUAL REPORT 2025
Item 6. Directors, Senior Management and Employees
Ryanair Holdings was established in 1996 as a holding company for Ryanair. The management of Ryanair
Holdings and Ryanair are integrated, with the two companies having the same Directors and Executive Officers.
DIRECTORS
The following table sets forth certain information concerning the Directors of the Company as of May 16, 2025:
Name
Age
Positions
Stan McCarthy (b)(c)
67
Chairman & Director
Róisín Brennan (b)(d)
60
Senior Independent Director
Eamonn Brennan (d)(e)
67
Director
Emer Daly (a)
62
Director
Geoff Doherty (a)
54
Director
Bertrand Grabowski (a)
68
Director
Elisabeth Köstinger (c)
46
Director
Jinane Laghrari Laabi (c)
44
Director
Howard Millar (b)(c)*
63
Director
Anne Nolan (c)
65
Director
Mike O’Brien (e)
81
Director
Michael O’Leary (b)
64
Director & Group CEO
Amber Rudd (d)
61
Director
(a) Audit Committee.
(d) Remuneration Committee.
(b) Executive Committee.
(e) Safety & Security Committee.
(c) Nomination Committee.
*Not standing for re-election at the Sept. 2025 AGM.
Stan McCarthy was appointed as a Director of Ryanair in May 2017, Deputy Chairman in April 2019 and
Chairman in June 2020. Mr. McCarthy was Chief Executive of Kerry Group plc from January 2008 until September 2017.
He joined Kerry Group in 1976 and worked in a number of finance roles before being appointed as Vice President of
Sales and Marketing in the USA in 1991, as President of Kerry North America in 1996 and as a Director of Kerry Group
in 1999. Stan is an investor, advisor and Board member of a small number of privately-owned companies in diverse
industries. An active philanthropist in both Ireland and the U.S., he donates to various organizations in health, education
and poverty reduction. He has dual Irish and U.S. citizenship.
Róisín Brennan has served as a Director since May 2018 and was appointed Senior Independent Director (SID)
in April 2024. She is a former Chief Executive of IBI Corporate Finance Ltd. where she had extensive experience advising
Irish public companies. Róisín is currently a Non-Executive Director of Musgrave Group plc and Glanbia plc. Previous
directorships include Dell Bank International DAC, DCC plc and Hibernia REIT plc. She is an Irish Citizen.
Eamonn Brennan has served as a Director since April 2023. Mr. Brennan was formerly Chief Executive of the
Irish Aviation Authority, and more recently the Director General of Eurocontrol from 2018 to 2022. He is an Irish citizen.
Emer Daly has served as a Director since December 2017. She is currently Board Chairman at RSA Insurance
Ireland DAC and a Non-Executive Director of Chetwood Financial Limited and RGA International Reinsurance Company
DAC. Previous directorships include Permanent TSB Group plc and Payzone plc. Prior to that, Emer held senior roles
with PwC and AXA Insurance for over 20 years. She is an Irish citizen.
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RYANAIR GROUP ANNUAL REPORT 2025
Geoff Doherty has served as a Director since October 2021. Mr. Doherty is the Group Chief Financial Officer and
an Executive Director of Kingspan Group plc. Prior to that, Geoff was an Executive Director and Chief Financial Officer
of Greencore Group plc. He is an Irish citizen.
Bertrand Grabowski joined the Board in October 2023. He is a former Executive Board Member of DVB Bank
and held senior roles with Citibank, Credit Agricole Indosuez and Banque Indosuez. Bertrand is an independent aviation
consultant and a Non-Executive Director of Jazeera Airways in Kuwait and Flybondi in Argentina. He is a French citizen.
Elisabeth Köstinger has served as a Director since April 2023. She is a former Austrian politician who was an
MEP from 2009 to 2017, and subsequently served as Minister for Agriculture, Sustainability and Tourism. Since retiring
from politics in 2022, Elisabeth has operated as an entrepreneur. She is an Austrian citizen.
Jinane Laghrari Laabi joined the Board in July 2024. Ms. Laghrari Laabi is a former partner with McKinsey & Co.
Casablanca (covering Morocco, Africa & Middle East) and is a Non-Executive Director of Bank of Africa. She is a
Moroccan citizen.
Howard Millar has served as a Director since August 2015. He was previously Ryanair’s Deputy CEO and CFO
from 2003 to December 2014 having been Ryanair’s Director of Finance from 1993 and Financial Controller since 1992.
Howard is Co-Founder and former CEO of Sirius Aviation Capital Holdings Ltd., a global aircraft lessor. He is an Irish
citizen.
Anne Nolan has served as a Director since December 2022. She is a former Chair of the Irish Aviation Authority
(from 2010 to 2018) and previously served as Chief Executive of the Irish Pharmaceutical Healthcare Association. Anne
has also served on various Boards including the Food Safety Authority of Ireland, the Irish Medicines Board, the Executive
Committee of the European Federation of Pharmaceutical Industries and the Board of the Smurfit Graduate School of
Business and is currently Chair of an Irish pharmaceutical technology start-up. She is an Irish citizen.
Mike O’Brien has served as a Director since May 2016. Prior to that, he was Head of Flight Operations
Inspectorate with the Maltese Civil Aviation Authority until he retired in 2016, having previously spent 10 years as the
Head of Operating Standards with the Irish Aviation Authority until 2001. Capt. O’Brien served 4 years as the Chief Pilot
and Flight Operations Manager of Ryanair from 1987 to 1991. He is an Irish citizen.
Michael O’Leary has served as a Director of Ryanair since 1988 and its CEO since 1994. He was appointed
Group CEO in April 2019. He is an Irish citizen.
Amber Rudd joined the Board in July 2024. She is a former UK Minister and MP who held senior cabinet
positions including Home Secretary and Secretary of State for Energy and Climate Change. Amber is a non-executive
director of Centrica plc. She is a UK citizen.
The Board of Directors has established a number of committees, including the following:
(a)
Audit Committee. The Board of Directors established the Audit Committee in September 1996 to make
recommendations concerning the engagement of independent external auditors; to review with the independent external
auditors the plans for and scope of each annual audit, the audit procedures to be utilized and the results of the audit; to
approve the professional services provided by the independent external auditors; to review the independence of the
independent external auditors; and to review the adequacy and effectiveness of the Company’s internal accounting
controls. Mr. Doherty (Chair), Ms. Daly and Mr. Grabowski are the members of the Audit Committee. All members of the
Audit Committee are independent for the purposes of the listing rules of the NASDAQ and the U.S. federal securities
laws.
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RYANAIR GROUP ANNUAL REPORT 2025
(b)
Executive Committee. The Board of Directors established the Executive Committee in August 1996. The
Executive Committee can exercise the powers exercisable by the full Board of Directors in circumstances in which action
by the Board of Directors is required but it is impracticable to convene a meeting of the full Board of Directors. Mr. Millar
(Chair), Ms. Brennan, Mr. McCarthy and Mr. O’Leary are members of the Executive Committee. Ms. Brennan will take
over as Chair of the Executive Committee when Mr. Millar steps down from the Board in September 2025.
(c)
Nomination Committee. The Board of Directors established the Nomination Committee in May 1999 to
make recommendations and proposals to the full Board of Directors concerning the selection of individuals to serve as
Executive and Non-Executive Directors. The Board of Directors as a whole then makes appropriate determinations
regarding such matters after considering such recommendations and proposals. Mr. McCarthy (Chair), Ms. Köstinger,
Ms. Laghrari Laabi, Mr. Millar and Ms. Nolan are the members of the Nomination Committee.
(d)
Remuneration Committee. The Board of Directors established the Remuneration Committee in
September 1996. This committee has authority to determine the remuneration of Senior Management of the Company
and to administer the share-based remuneration plans described below. Senior Management remuneration is comprised
of a fixed basic pay and performance related bonuses which are awarded based on a combination of budget and non-
budget performance criteria. The Remuneration Committee determines the remuneration and bonuses of the Group
CEO, who is the only Executive Director. Mr. Brennan (Chair), Ms. Brennan and Ms. Rudd are the members of the
Remuneration Committee.
(e)
Safety & Security Committee. The Board of Directors established the Safety and Security Committee in
March 1997 to review and discuss air safety and security performance. The Group Safety and Security Committee
reports to the Board each quarter. The Safety and Security Committee is composed of Mr. O’Brien, Mr. Brennan and Ms.
Carol Sharkey (who Co-Chairs the committee with Mr. O’Brien). Other attendees include the Accountable Managers of
each of the Ryanair Group Airlines and various nominated persons who are invited to attend, as required, from time to
time. Each airline has a separate Safety & Security Committee to comply with their local regulators’ requirements.
Powers of, and Action by, the Board of Directors
The Board of Directors is empowered by the Articles of Association of Ryanair Holdings (the “Articles”) to carry
on the business of Ryanair Holdings, subject to the Articles, provisions of general law and the right of shareholders to
give directions to the Directors by way of ordinary resolutions. Every Director who is present at a meeting of the Board
of Directors of Ryanair Holdings has one vote. In the case of a tie on a vote, the chairman of the Board of Directors has
a second or tie-breaking vote. A Director may designate an alternate Director to attend any Board of Directors meeting,
and such alternate Director shall have all the rights of a Director at such meeting.
The quorum for a meeting of the Board of Directors, unless another number is fixed by the Directors, consists
of three Directors, a majority of whom must be EU nationals. The Articles require the vote of a majority of the Directors
(or alternates) present at a duly convened meeting for the approval of any action by the Board of Directors.
Composition and Term of Office
The Articles provide that the Board of Directors shall consist of no fewer than 3 and no more than 15 Directors,
unless otherwise determined by the shareholders. There is no maximum age for a Director and no Director is required
to own any shares of Ryanair Holdings.
Directors are elected (or have their appointments confirmed) at the annual general meetings of shareholders.
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Exemptions from NASDAQ Corporate Governance Rules
The Company relies on certain exemptions from the NASDAQ corporate governance rules. These exemptions,
and the practices the Company adheres to, are as follows:
•
The Company is exempt from NASDAQ’s quorum requirements applicable to meetings of shareholders,
which require a minimum quorum of 33 1/3% for any meeting of the holders of common stock, which in the
Company’s case are its Ordinary Shares. In keeping with Irish generally accepted business practice, the
Articles provide for a quorum for general meetings of shareholders of two shareholders, regardless of the
level of their aggregate share ownership.
•
The Company is exempt from NASDAQ’s requirement with respect to Audit Committee approval of related
party transactions, as well as its requirement that shareholders approve certain stock or asset purchases
when a Director, officer or substantial shareholder has an interest. The Company is subject to extensive
provisions under the Listing Rules of Euronext Dublin governing transactions with related parties, as defined
therein, and the Irish Companies Act also restricts the extent to which Irish companies may enter into related
party transactions. In addition, the Articles contain provisions regarding disclosure of interests by the
Directors and restrictions on their votes in circumstances involving conflicts of interest. The concept of a
related party for purposes of NASDAQ’s Audit Committee and shareholder approval rules differs in certain
respects from the definition of a transaction with a related party under the Irish Listing Rules and the Irish
Companies Act.
•
NASDAQ requires shareholder approval for certain transactions involving the sale or issuance by a listed
company of common stock other than in a public offering and when a plan or other equity compensation
arrangement is established or materially amended. Under the NASDAQ rules, whether shareholder approval
is required for transactions other than public offerings depends, among other things, on the number of
shares to be issued or sold in connection with a transaction, while the Irish Companies Act requires
shareholder approval when the value of a related party transaction, as measured under any one or more of
four class tests, exceeds a certain percentage of the size of the listed company undertaking the transaction
as measured for the purposes of same tests.
•
NASDAQ requires that each issuer solicit proxies and provide proxy statements for all meetings of
shareholders and provide copies of such proxy solicitation to NASDAQ. The Company is exempt from this
requirement as the solicitation of holders of ADRs is not required under the Irish Listing Rules or the Irish
Companies Act. However, it has been Ryanair’s policy to solicit holders of ADRs, and it will do so again once
the restriction on non-EU shareholders voting rights because of Brexit has been removed. For additional
information, please see “Item 3 Key Information—Risk Factors—Risks Related to Ownership of the
Company’s Ordinary Shares or ADSs”. Details of Ryanair’s annual general meetings and other shareholder
meetings, together with the requirements for admission, voting or the appointment of a proxy are available
on the website of the Company in accordance with the Irish Companies Act, the Company’s Articles of
Association and the Irish Listing Rules.
The Company also follows certain other practices under the UK Corporate Governance Code and the Irish
Corporate Governance Annex in lieu of those set forth in the NASDAQ corporate governance rules, as expressly
permitted thereby.
Most significantly:
Independence. NASDAQ requires that a majority of an issuer’s Board of Directors be “independent” under the
standards set forth in the NASDAQ rules and that Directors deemed independent be identified in the Company’s Annual
Report on Form 20-F. The Board of Directors has determined that each of the Company’s serving Non-Executive
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RYANAIR GROUP ANNUAL REPORT 2025
Directors is “independent” under the standards set forth in the UK Corporate Governance Code and the Irish Corporate
Governance Annex (“the Code”).
Under the Code, there is no bright-line test establishing set criteria for independence, as there is under NASDAQ
Rule 5605(a)(2). Instead, the Board of Directors determines whether the Director is independent, and whether there are
relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgment. Under the
Code, the Board of Directors may determine that a Director is independent notwithstanding the existence of relationships
or circumstances which may appear relevant to its determination, but it should state its reasons if it makes such a
determination. The Code specifies that relationships or circumstances that may be relevant include whether the Director:
(i) is or has been an employee of the relevant company or group within the last three years; (ii) has, or has had within the
last three years a direct or indirect material business relationship with such company; (iii) has received or receives
payments from such company, subject to certain exceptions; (iv) has close family ties with any of the Company’s
advisers, Directors or senior employees; (v) holds cross-Directorships or other significant links with other Directors; (vi)
represents a significant shareholder; or (vii) has served on the Board of Directors for more than nine years.
In determining that each of the serving Non-Executive Directors is independent under the Code standard, the
Ryanair Holdings Board of Directors identified such relevant factors with respect to Non-Executive Director Mr. O’Brien.
The Board considered Mr. O’Brien’s independence given that he served as Chief Pilot and Flight Operations
Manager of Ryanair from 1987 to 1991. The Board has considered Mr. O’Brien’s employment and has concluded that he
is an independent Non-Executive Director within the spirit and meaning of the Code.
The Board considered that Mr. O’Brien is independent in character and judgment as he either has other
significant commercial and professional commitments and/or brings his own level of senior experience gained in his
field of international business and professional practice.
The NASDAQ independence criteria specifically state that an individual may not be considered independent if,
within the last three years, such individual or a member of his or her immediate family has had certain specified
relationships with the Company, its parent, any consolidated subsidiary, its internal or external auditors, or any company
that has significant business relationships with the Company, its parent or any consolidated subsidiary. Neither
ownership of a significant amount of stock nor length of service on the Board is a per se bar to independence under the
NASDAQ rules.
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SENIOR MANAGEMENT
The following table sets forth certain information concerning the Senior Management of the Ryanair Group as
of May 16, 2025:
Name
Age
Position
Michael O’Leary
64
Group CEO
Neil Sorahan
53
Group CFO
Juliusz Komorek
46
Group CLO; Co. Secretary
Edward Wilson
61
Ryanair DAC CEO
Carol Sharkey
50
Chief Risk Officer
Tracey McCann
51
Ryanair DAC CFO
Andreas Gruber
39
Lauda Joint CEO
David O'Brien
61
Malta Air CEO & Lauda Joint CEO
Michal Kaczmarzyk
46
Buzz CEO
John Hurley
50
CTO
Michael O’Leary. Michael has served as a Director of Ryanair DAC since 1988 and a Director of Ryanair Holdings
since 1996. Michael was appointed CEO of Ryanair in 1994 and Group CEO in April 2019, having previously served as
CFO since 1988.
Neil Sorahan. Neil was appointed Group CFO in October 2019, having previously served as Ryanair’s CFO from
October 2014. Prior to this he was Ryanair’s Finance Director since June 2006 and Treasurer from January 2003. Before
joining Ryanair, Neil held various finance and treasury roles (1992 to 2002 incl.) at CRH plc.
Juliusz Komorek. Juliusz was appointed Group CLO; Company Secretary in late 2019 having previously served
as Ryanair’s Chief Legal & Regulatory Officer; Company Secretary from May 2009 and Deputy Director of Legal and
Regulatory Affairs since 2007. Prior to joining the Company in 2004, Juliusz had gained relevant experience in the
European Commission’s Directorate General for Competition and in the Polish Embassy to the EU in Brussels, as well
as in the private sector in Poland and the Netherlands. Juliusz is a lawyer, holding degrees from the universities of
Warsaw and Amsterdam.
Edward Wilson. Eddie was appointed Ryanair DAC’s CEO in September 2019, having previously served as
Ryanair’s CPO since December 2002. Prior to this he served as Head of Personnel since December 1997. Before joining
Ryanair, Eddie was the Human Resources Manager for Gateway 2000 and held a number of other human resources-
related positions in the Irish financial services sector.
Carol Sharkey. Carol was appointed Chief Risk Officer in May 2018 having held the position of Director of Safety
and Security since 2014. She has worked at Ryanair since 1995 having previously held roles in in-flight, flight operations
and in recent years has overseen the flight safety department.
Tracey McCann. Tracey was appointed Ryanair DAC’s CFO in January 2020 having previously served as
Ryanair’s Director of Finance from December 2014. She joined Ryanair in 1991 and has held various senior finance roles.
Andreas Gruber. Andreas was appointed CEO of Lauda in 2018. Prior to that, he held various operational and
network planning roles within the Aerberlin Group. Following Lauda’s acquisition by the Ryanair Group, Andreas
remained as Lauda’s Joint CEO.
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RYANAIR GROUP ANNUAL REPORT 2025
David O’Brien. David was appointed Joint CEO of Lauda in April 2020 and CEO of Malta Air in December 2020,
having previously served as Ryanair’s CCO since January 2014. Prior to that David was Ryanair’s Director of Flight and
Ground Operations from December 2002. A graduate of the Irish Military College, prior to joining Ryanair, David followed
a military career with positions in the airport sector and agribusiness in the Middle East, Russia and Asia.
Michal Kaczmarzyk. Michal was appointed CEO of Buzz in April 2017. Prior to joining Buzz, Michal served as
the General Director of the Polish Airports State Company and CEO of Warsaw Chopin Airport. A former CEO of LS Airport
Services and supervisory board member of Euro LOT Airline, Krakow Airport and Gdansk Airport, Michal also held roles
with the Polish Industrial Development Agency, the Office of Competition and Consumer Protection and PwC.
John Hurley. John was appointed CTO in September 2014. He joined Ryanair from Houghton Mifflin Harcourt,
where he was Vice-President of Engineering and Product Operations, Director of Platform Development and Software
Development Program Manager. He was previously Production Manager at both Intuition Publishing Ltd and Education
Multimedia Group and has over 20 years of experience in the IT industry.
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
Compensation
The aggregate amount of compensation paid by Ryanair Holdings and its subsidiaries to its key management
personnel (defined as including each director, whether executive or otherwise, of the Group, as well as the Senior
Management team reporting to the Board of Directors) named above in FY25 was €14.7m (including a €4.2m (non-cash)
technical accounting charge in relation to unvested share options). For details of Mr. O’Leary’s compensation in such
fiscal year, see “—Remuneration Agreement with Mr. O’Leary” below.
During FY25, each of Ryanair Holdings’ Non-Executive Directors was entitled to receive a base fee of €75,000
plus expenses per annum, as remuneration for their services to Ryanair Holdings. The Chairman of the Board received
a fee of €150,000. The additional remuneration paid to Chairs of the Audit, Remuneration and Safety & Security
Committees and to the Senior Independent Director (“SID”) is €25,000 per annum.
Directors’ service agreements do not contain provisions providing for compensation on their termination.
For further details of share-based remuneration that have been granted to the Company’s employees, including
Senior Management, see “Item 10. Additional Information—Options to Purchase Securities from Registrant or
Subsidiaries,” as well as Notes 14 and 18 to the consolidated financial statements included herein.
Remuneration Agreement with Mr. O’Leary
In December 2022 Michael O’Leary (“MOL”) extended his contract as Group CEO to July 2028 (previously July
2024). As part of this contract the Group CEO receives a basic salary of €1.2m p.a. (effective since FY24). From FY24
his maximum annual bonus was reduced to 50% of basic pay (previously 100%). In line with best practice, MOL does
not receive any pension benefits. This contract extended the vesting period for the 10m share options granted in
February 2019, which are exercisable at a strike price of €11.12, but only if the Ryanair Group PAT exceeds €2.2bn (up
from a prior €2.0bn target) in any year up to FY28 (inclusive) and/or the share price of the Company exceeds €21 for a
period of 28 days between April 1, 2021 and March 31, 2028. If these targets are not achieved, these share options will
lapse and MOL will receive nothing other than his basic salary and annual bonus. A final vesting condition is that these
options will lapse should MOL leave the Ryanair Group’s employment on/before the end of July 2028.
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RYANAIR GROUP ANNUAL REPORT 2025
STAFF AND LABOR RELATIONS
The following table sets forth the details of Ryanair’s team (including all Group airlines) at each of March 31,
2025, 2024 and 2023:
Number of Staff at March 31,
Classification
2025
2024
2023
Operations
24,426
25,703
21,146
Sales, management and support
1,526
1,373
1,115
Total
25,952
27,076
22,261
Ryanair Group airlines have concluded Collective Labor Agreements (“CLAs”) with trade unions in most of their
major markets. Ryanair will continue to defend its existing high productivity business model. Ryanair believes that
existing terms and conditions for both pilots and cabin crew are industry leading among European low-cost operators
with competitive pay, advantageous fixed rosters, outstanding promotional opportunities, and a wide choice of base
locations across Europe.
European regulations require pilots to be licensed as commercial pilots with specific ratings for each aircraft
type flown. In addition, European regulations require all commercial pilots to be medically certified as physically fit.
Licenses and medical certification are subject to periodic re-evaluation and require recurrent training and recent flying
experience in order to be maintained. Maintenance engineers must be licensed and qualified for specific aircraft types.
Cabin crew must undergo initial and periodic competency training. Training programs are subject to approval and
monitoring by the competent authority. In addition, the appointment of senior management personnel directly involved
in the supervision of flight operations, training, maintenance, and aircraft inspection must be satisfactory to the
competent authority. Based on its experience in managing the airline’s growth to date, management believes that there
is a sufficient pool of qualified and licensed pilots, engineers, and mechanics within the EU and the UK, supplemented
through traineeships, to satisfy Ryanair’s anticipated future needs in the areas of flight operations, maintenance and
quality control. Ryanair has also been able to supplement its pool of pilots and cabin crew through the limited use of
contract agencies. These contract pilots and cabin crew are included in the table above.
Ryanair’s crew earn productivity-based incentive payments, including a sales bonus for onboard sales for flight
attendants and payments based on the number of hours or sectors flown by pilots and cabin crew (within limits set by
regulations governing maximum working hours.) Ryanair’s pilots and cabin crew are currently subject to EASA-approved
limits of 900 flight-hours per calendar year.
If more stringent regulations on flight-hours were to be adopted, Ryanair’s flight personnel could experience a
reduction in their total pay due to lower compensation for the number of hours or sectors flown and Ryanair could be
required to hire additional flight personnel.
Ryanair Holdings’ plc shareholders have approved a number of share-based remuneration plans for employees
and Directors including Share Option Plan 2013 and LTIP 2019 (which replaced Option Plan 2013 for share based
remuneration granted after the 2019 AGM). Ryanair Holdings has granted share-based remuneration to several of its
senior managers. For details of all outstanding share options, see “Item 10. Additional Information — Options to
Purchase Securities from Registrant or Subsidiaries.”
COMPENSATION RECOVERY
Not applicable.
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RYANAIR GROUP ANNUAL REPORT 2025
Item 7. Major Shareholders and Related Party Transactions
As of March 31, 2025, there were 1,063,868,001 Ordinary Shares outstanding. As of that date, 222,072,240 ADRs,
representing 444,144,480 Ordinary Shares, were held of record in the United States by 46 holders, and represented in
the aggregate 42% of the number of Ordinary Shares then outstanding. See “Item 10. Additional Information—Articles of
Association” and “—Limitations on Share Ownership by Non-EU Nationals.”
MAJOR SHAREHOLDERS
As of March 31, 2025, there were 1,063,868,001 Ordinary Shares outstanding. Based on information available
to Ryanair Holdings, the following table summarizes holdings of those shareholders holding 3% or more of the Ordinary
Shares as of March 31, 2025, March 31, 2024 and March 31, 2023.
As of March 31, 2025
As of March 31, 2024
As of March 31, 2023
% of
% of
% of
No. of Shares Class No. of Shares Class No. of Shares Class
Capital Group
138,163,341
13.0 % 140,769,464
12.3 % 62,310,109
5.5 %
HSBC Holdings PLC
116,323,327
10.9 %
96,561,856
8.5 % 88,611,652
7.8 %
Parvus Asset Management Europe
100,012,268
9.4 %
81,374,943
7.1 % 45,532,192
4.0 %
BNP PARIBAS
84,683,893
8.0 %
79,917,192
7.0 %
—
—
MFS
58,512,740
5.5 %
46,399,853
4.1 % 49,646,209
4.4 %
Baillie Gifford
50,982,025
4.8 %
67,571,625
5.9 % 67,437,688
5.9 %
Michael O’Leary
44,099,892
4.1 %
44,099,892
3.9 % 44,096,725
3.9 %
Fidelity
37,231,959
3.5 %
66,359,213
5.8 % 48,099,289
4.2 %
Rothschild & Co
35,135,269
3.3 %
—
—
—
—
Société Générale SA (SG SA)
—
—
67,181,217
5.9 %
—
—
Bank of America Corporation
—
—
36,575,999
3.2 %
—
—
AKO Capital
—
—
34,433,901
3.0 % 58,367,069
5.1 %
Harris Associates
—
—
—
—
41,063,200
3.6 %
Causeway Capital Management
—
—
—
—
46,214,550
4.1 %
As of March 31, 2025, the beneficial holdings in Ordinary Shares of the Directors of Ryanair Holdings as a group
was 44,774,182 Ordinary Shares, representing approximately 4% of Ryanair Holdings’ outstanding Ordinary Shares as of
such date.
RELATED PARTY TRANSACTIONS
The Company has not entered into any “related party transactions” (except for remuneration paid by Ryanair to
members of key management personnel as disclosed in Note 26 to the consolidated financial statements) in the three
fiscal years ending March 31, 2025 or in the period from March 31, 2025 to the date hereof.
Item 8. Financial Information
CONSOLIDATED FINANCIAL STATEMENTS
Please refer to “Item 18. Financial Statements.”
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RYANAIR GROUP ANNUAL REPORT 2025
OTHER FINANCIAL INFORMATION
Legal Proceedings
The Company is engaged in litigation arising in the ordinary course of its business. Although no assurance can
be given as to the outcome of any current or pending litigation, management does not believe that any such litigation
will, individually or in the aggregate, have a material adverse effect on the results of operations or financial condition of
the Company, except as described below.
EU State Aid-Related Proceedings. Since 2002, the European Commission has examined the agreements
between Ryanair and various airports to establish whether they constituted illegal State aid. In many cases, the European
Commission has concluded that the agreements did not constitute State aid. In other cases, Ryanair has successfully
challenged the European Commission findings that there was State aid. In 2014, the European Commission announced
findings of State aid to Ryanair in its arrangements with Pau, Nimes, Angouleme, Altenburg and Zweibrücken airports,
ordering Ryanair to repay a total of approximately €10m of alleged aid. In 2016, the European Commission announced
findings of State aid to Ryanair in its arrangements with Cagliari and Klagenfurt, ordering Ryanair to repay approximately
€13m of alleged aid. Ryanair appealed these “aid” decisions to the EU General Court. In 2018, the EU General Court
upheld the European Commission’s findings regarding Ryanair’s arrangements with Pau, Nimes, Angouleme and
Altenburg airports, and overturned the European Commission’s finding regarding Ryanair’s arrangement with
Zweibrücken airport. Ryanair appealed the negative rulings to the Court of Justice of the EU, but in December 2019
Ryanair discontinued the appeals as the Court had refused to grant an oral hearing in any of the cases. The appeal before
the General Court regarding Ryanair’s arrangements with Cagliari airport has been discontinued following the European
Commission’s withdrawal of its decision in March 2023 as a result of a General Court ruling in a related case. In 2021,
the General Court upheld the European Commission’s finding regarding Ryanair’s arrangements with Klagenfurt airport.
Ryanair appealed this negative finding to the Court of Justice of the EU and received a ruling in November 2023 where
the European Commission’s finding was upheld. In August 2019, the European Commission announced findings of State
aid to Ryanair in its arrangements with Montpellier airport, ordering Ryanair to repay a total of approximately €9m of
alleged aid. Ryanair appealed the Montpellier “aid” decision to the General Court and received a judgment in June 2023
upholding the European Commission’s finding. Ryanair appealed the General Court judgment to the Court of Justice in
August 2023, but discontinued the appeal in October 2024 as the Court indicated it would proceed without an oral
hearing or Advocate General opinion. In July 2022, the European Commission announced a finding of State aid to Ryanair
in its arrangements at La Rochelle airport, ordering Ryanair to repay approximately €8m of alleged aid. Ryanair appealed
the La Rochelle “aid” decision to the General Court in November 2023 and expects a ruling during 2025. In September
2024, the European Commission announced a finding of State aid to Ryanair at Frankfurt (Hahn) airport relating to
certain arrangements from 2003 – 2018, ordering Ryanair to repay approximately €14m of alleged aid. Ryanair appealed
the Frankfurt (Hahn) aid decision to the General Court in February 2025.
Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably
Carcassonne, Girona, Reus, Târgu Mureș, and Beziers. These investigations are ongoing (as is the European
Commission’s re-examination of the Cagliari case following its withdrawal in March 2023 of the 2016 “aid” decision)
and Ryanair currently expects that they will conclude in 2025, with any European Commission decisions appealable to
the EU General Court.
Ryanair is also facing an allegation that it has benefited from unlawful State aid in a German court case in
relation to its arrangements with Frankfurt (Hahn) launched by Lufthansa in 2006.
Adverse rulings in the above or similar cases could be used as precedents by competitors to challenge Ryanair’s
agreements with other publicly-owned airports and could cause Ryanair to strongly reconsider its growth strategy in
relation to public or state-owned airports across Europe. This could in turn lead to a scaling back of Ryanair’s growth
strategy due to the smaller number of privately owned airports available for development. No assurance can be given
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RYANAIR GROUP ANNUAL REPORT 2025
as to the outcome of these proceedings, nor as to whether any unfavorable outcomes may, individually or in the
aggregate, have a material adverse effect on the results of operations or financial condition of the Company.
Legal Proceedings Against Internet Ticket Touts. The Company is involved in a number of legal proceedings
against internet ticket touts (“screenscraper websites”) in Germany, Ireland, and the U.S. Screenscraper websites gain
unauthorized access to Ryanair’s website and booking system, extract flight and pricing information and display it on
their own websites for sale to customers at prices which include intermediary mark-ups on top of Ryanair’s fares. Ryanair
does not allow any such commercial use of its website and objects to the practice of screenscraping also on the basis
of certain legal principles, such as contractual and database rights, copyright protection, etc. The Company’s objective
is to prevent any unauthorized use of its website and to prevent consumer harm, and the resultant reputational damage
to the Company, which may arise due to the failure by some operators of screenscraper websites to provide Ryanair
with the passengers’ genuine contact and payment method details. The Company also believes that the selling of airline
tickets by screenscraper websites is inherently anti-consumer as it inflates the cost of air travel. At the same time,
Ryanair encourages genuine price comparison websites which allow consumers to compare prices of several airlines
and then refer consumers to the airline website in order to perform the booking at the original fare. Ryanair offers
licensed access to its flight and pricing information to such websites. Ryanair also permits GDSs to provide access to
Ryanair’s fares to traditional bricks and mortar travel agencies and closed corporate travel booking platforms. In
addition, Ryanair offers Direct Distribution Agreements (DDAs) to online travel agents (OTAs). DDAs align with Ryanair’s
exclusive online distribution model while allowing OTAs access to Ryanair’s price, flight, timetable and ancillary data for
the purpose of display only on the OTA websites. The passenger can purchase accurately priced Ryanair flights and
ancillary products and is brought to Ryanair.com to confirm their purchase. The Company has received favorable rulings
in France, Germany, Czech Republic, Ireland, Italy, the Netherlands and the U.S., and unfavorable rulings in Germany,
Czech Republic, Spain, France, Switzerland, the UK and Italy. Following a positive decision in Ireland in November 2023,
whereby the Irish High Court found that Flightbox, a screen scraper, was bound by the Terms of Use of the Ryanair
website and, as such, granted Ryanair a permanent injunction prohibiting Flightbox from breaching the binding Terms
of Use of the Ryanair website, Ryanair was approached by a number of OTAs, including On The Beach (OTB), Lastminute
and Kiwi with whom Ryanair have been in litigation with for several years. OTB, Lastminute and Kiwi each signed DDAs
which culminated in the cessation of all extant legal proceedings between the parties. However, pending the outcome
of the legal proceedings that remain ongoing, or which may be initiated in the future, or of competition authority
investigations (such as the one launched by the Italian AGCM in September 2023, outlined in “Item 4. Information on the
Company—GOVERNMENT REGULATION—Regulation of competition.”), and if Ryanair were to be ultimately
unsuccessful in any of them, the activities of screenscraper websites could lead to a reduction in the number of
customers who book directly on Ryanair’s website and loss of ancillary revenues which are an important source of
profitability through the sale of car hire, hotels, travel insurance, etc. Also, some business may be lost to the Company
once potential customers are presented by a screenscraper website with a Ryanair fare or a fee for an ancillary product
such as checked baggage or priority boarding inflated by the screen scraper’s intermediary fee. See “Item 3. Key
Information—Risk Factors—Risks Related to the Company—The Company Faces Risks Related to Unauthorized Use of
Information from the Company’s Website”.
Consumer Law Proceedings. In mid-2023, the Spanish Ministry of Consumer Affairs launched sanctioning
proceedings against Ryanair and several other airlines regarding cabin baggage and other customer policies. The
Company filed submissions with the Ministry explaining that its policies are fair, necessary for operational and safety
purposes, and fully transparent. In May 2024, the Ministry proposed to order the discontinuation of these policies and
imposition of substantial fines on Ryanair and other airlines. In November 2024, the Minister of Consumer Affairs
decided to impose fines of approx. €170m on several airlines, including €107m on Ryanair, and to order discontinuation
of the cabin baggage and several other customer policies. Ryanair and other airlines are appealing this decision before
Spanish courts, as well as seeking a suspension of the discontinuation order and of the fines pending appeals. The
decision on Ryanair’s request for suspension is expected in mid-2025. Pending this decision, the Minister’s decision is
not enforceable. Ryanair intends to fully defend its position with reference to its rights under Spanish and EU law, as
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well as positive court rulings in similar matters (in Spain and other countries), but the outcome of these proceedings
cannot be guaranteed.
Data Protection Commission Inquiry. In October 2024, the Irish Data Protection Commission launched an inquiry
into Ryanair’s booking verification process. The inquiry relates to Ryanair’s requirement that passengers verify their
details where bookings raise suspicions that passenger contact or payment details were withheld from Ryanair by an
unauthorized intermediary and replaced with single use (virtual) contact or payment details. Ryanair has engaged with
the Data Protection Commission in respect of the inquiry, explaining that its verification requirement is designed to
ensure compliance with safety and security protocols, and that the process of verification fully complies with the
requirements of the GDPR. The inquiry is expected to take at least 1 year and while Ryanair is confident in its position,
the Data Protection Commission may ultimately find that the verification process has not fully complied with the GDPR,
which could lead to the imposition of a substantial fine.
Dividend Policy
Under the Group’s current dividend policy, Ryanair plans to return approximately 25% of prior-year Profit After
Tax (adjusted for non-recurring gains or losses) by way of ordinary dividend to our shareholders. An ordinary dividend
of €0.223 per share was paid in February 2025 and a final dividend of €0.227 per share was declared (payable after 2025
AGM approval). Additionally, the Board, taking into account prevailing market conditions and ensuring that the Group
retains a prudent level of cash to fund debt and capex requirements will retain the flexibility to consider, when or if
appropriate, the return of surplus cash to shareholders through special distributions (including dividends and/or share
buybacks).
Share Buyback Program
From FY08 to FY21, under multiple share buyback programs, the Group repurchased over 467m shares
(including Ordinary Shares underlying ADRs) at a total cost of almost €5bn.
In May 2024, the Company announced and launched a €700m share buyback program (including Ordinary
Shares underlying ADRs) subsequently completed in August 2024. A follow-on €800m share buyback program was
announced and launched in late August 2024. Under these two programs, the Company bought back approximately 77m
shares at a total cost of just under €1.5bn during FY25. Repurchased shares during FY25 were equivalent to
approximately 7% of the Company’s issued share capital at March 31, 2024. All shares purchased under the share
buyback program are cancelled.
See “Item 9. The Offer and Listing—Trading Markets” below for further information regarding share buybacks.
SIGNIFICANT CHANGES
In May 2025, the Board approved a follow-on €750m share buyback program (including Ordinary Shares
underlying ADRs), which will likely run for the next 6 – 12 months.
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Item 9. The Offer and Listing
TRADING MARKETS
The primary market for Ryanair Holdings’ Ordinary Shares is Euronext Dublin. The Ordinary Shares were first
listed for trading on the Official List of Euronext Dublin in June 1997.
Ryanair’s ADSs are traded on NASDAQ. During FY25, the Board approved a change to the ADS ratio so that one
ADS is now equal to two Ordinary Shares, a 2:1 ratio (previously 5:1).
The Bank of New York Mellon is Ryanair Holdings’ depositary for purposes of issuing ADRs evidencing the ADSs.
Ryanair Holdings’ shares trade under the following stock symbols:
Euronext Dublin
RYA
NASDAQ
RYAAY
Since certain of the Ordinary Shares are held by brokers or other nominees, the number of direct record holders
in the United States, which is reported as 46, may not be fully indicative of the number of direct beneficial owners in the
United States, or of where the direct beneficial owners of such shares are resident.
Since June 2001 Ryanair has not allowed conversion of Ordinary Shares into new ADSs (i.e., the books for
issuances of new ADSs remain closed) so as to ensure that its ADS program does not grow to a level that could
jeopardize EU airline licenses held by the Company’s subsidiaries (the Ryanair Holdings ADS program currently accounts
for over 40% of the Company’s issued share capital and is the largest amongst EU airlines). Following the Company’s
decision on March 7, 2025 to lift purchase restrictions on non-EU nationals in respect of Ordinary Shares, both EU and
non-EU nationals who wish to convert their ADSs into Ordinary Shares can do so by surrendering their ADSs at the
depositary and withdrawing the Ordinary Shares represented thereby. Once withdrawn, holders will not be able to re-
convert their Ordinary Shares into new ADSs. See “Item 10. Additional Information—Limitations on Share Ownership by
Non-EU Nationals” for additional information.
The Company, at its AGM and EGM of the Shareholders, has, in recent years, passed a special resolution
permitting the Company to engage in Ordinary Share buyback programs subject to certain limits noted above. Since
June 2007 (when the Company engaged in its first Ordinary Share buyback program) the Company has repurchased the
following Ordinary Shares (all shares repurchased are cancelled):
Fiscal year ended March 31,
No. of shares (m) Approx. cost (€m)
2008-2021
467.2
4,825.7
2022
—
—
2023
—
—
2024
—
—
2025
77.5
1,481.7
Period through April 7, 2025 (completion)
1.0
18.3
Total
545.7
6,325.7
At an EGM of Shareholders held in April 2012, the Company obtained a new repurchase authority which enables
the Company to repurchase the Company’s ADRs which are traded on NASDAQ. Any ADRs purchased are converted to
Ordinary Shares by the Company’s brokers for subsequent repurchase and cancellation by the Company.
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As of March 31, 2025, the total number of options over Ordinary Shares outstanding under the Company’s Option
Plan 2013 was 16.2m, representing approximately 1.5% of the Company’s issued share capital at that date. As of March
31, 2025, the total number of conditional share awards outstanding under the Company’s LTIP 2019 was 1.5m,
representing approximately 0.1% of the Company’s issued share capital at that date. 16m options and all conditional
shares referred to above had not yet vested at March 31, 2025.
Item 10. Additional Information
DESCRIPTION OF CAPITAL STOCK
Ryanair Holdings’ capital stock consists of Ordinary Shares, each having a par value of 0.600 euro cent. As of
March 31, 2025, a total of 1,063,868,001 Ordinary Shares were outstanding.
In February 2007, Ryanair effected a 2-for-1 share split as a result of which each of its then existing Ordinary
Shares, with a par value of 1.27 euro cent, was split into two new Ordinary Shares, with a par value of 0.635 euro. In
October 2015, the Company completed a capital reorganization which involved the consolidation of its ordinary share
capital on a 39 for 40 basis which resulted in the reduction of ordinary shares in issue by 33.8m ordinary shares to
1,319.3m as at that date. The par value of an ordinary share was also reduced from 0.635 euro cent each to 0.600 euro
cent each under the reorganization. All ‘B’ Shares and Deferred Shares issued in connection with the B scheme were
either redeemed or cancelled during FY16 such that there were no ‘B’ Shares or Deferred Shares remaining in issue as
at March 31, 2016. Each Ordinary Share entitles the holder thereof to one vote in respect of any matter voted upon by
Ryanair Holdings’ shareholders subject to limitations described under Item 10. Additional Information”—Limitations on
Share Ownership by Non-EU Nationals”.
OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
During FY14, Ryanair Holdings’ shareholders approved a stock option plan at the Company’s 2013 AGM (referred
to herein as “Option Plan 2013”), under which all employees and Directors were eligible to receive options. Grants of
options were permitted to take place at the close of any of the ten years beginning with FY14 (Option Plan 2013 was
replaced by LTIP 2019 following shareholder approval at the 2019 AGM – see details below). Options are subject to at
least a 5-year performance period. Under the rules of Option Plan 2013, no option is capable of being exercised after the
tenth anniversary of the date of grant. The Remuneration Committee (“Remco”) has discretion to determine the financial
performance targets that must be met with respect to the financial year. Those targets relate directly to the achievement
of certain year-on-year growth targets in the Company’s profit after tax (“PAT”) figures for each of the financial years of
the performance period and/or certain share price targets. The grants also typically include retention vesting conditions.
During FY19, 102 managers and 5 existing Non-Executive Board Members (NEDs) were granted 10m share
options, in aggregate (of which a cumulative 0.25m related to NEDs), at a strike price of €11.12. Approximately 3.8m of
these options have lapsed and the NED option grants vested in FY24 (and are exercisable between September 30, 2024
and February 7, 2026). In FY24, the vesting date and ambitious performance targets on approximately 5.9m of these
options were amended to align with the revised dates and targets agreed for Mr. O’Leary’s 10m share options grant
below. In December 2022 Mr. O’Leary agreed to the extension of his contract as Group CEO to July 2028 (previously July
2024). This new contract extends the vesting period for the 10m share options granted to Mr. O’Leary in February 2019,
which are exercisable at a strike price of €11.12, but only if the Ryanair Group PAT exceeds €2.2bn (up from a prior
€2.0bn target) in any year up to financial year 2028 (inclusive) and/or the share price of the Company exceeds €21 for
a period of 28 days between April 1, 2021 and March 31, 2028. Additionally, options will lapse should the recipients leave
the Ryanair Group’s employment on/before the end of July 2028.
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At the 2019 AGM, shareholders approved a new Long Term Incentive Plan (“LTIP 2019”), which replaces Option
Plan 2013 for all future grants. The implementation of LTIP 2019 followed a review by Remco (with the assistance of
Deloitte) of the Company’s remuneration policy for senior employees and directors of the Company to ensure it
continued to support the Company’s strategic objectives and aligned with external views on executive compensation.
Awards to employees under LTIP 2019 are ordinarily in the form of performance-based shares (“conditional shares”)
with an upper limit on the market value of such conditional shares of 150% of base salary applicable in any year for an
employee or Executive Director of the Group, with the possibility of up to 200% of base salary if the Board determines
that exceptional circumstances exist. For flexibility, LTIP 2019 also includes the ability to make awards of share options,
with the expectation that any such awards will be on an infrequent basis and will be principally focused on a small
number of the Group’s executive management team. NEDs are not eligible to receive share option or performance-based
share awards under LTIP 2019. LTIP 2019 also contains provisions for the issue of conditional shares to facilitate the
recruitment of senior management. In aggregate, in any ten-year period, the number of shares which may be in issue
under the LTIP 2019 (and Option Plan 2013) by the Company may not exceed 10% of the issued ordinary share capital
of the Company from time to time. Remco has determined that Mr. O’Leary will not be eligible to participate in LTIP 2019
grants until after the vesting period for his 2019 share options grant has elapsed.
The aggregate of 16.2m Ordinary Shares that would be issuable upon exercise in full of the options that were
outstanding as of March 31, 2025 under Option Plan 2013 represent approximately 1.5% of the issued share capital of
Ryanair Holdings as of such date. Of such total, options in respect of an aggregate of 10.2m Ordinary Shares were held
by the Directors and Executive Officers of Ryanair Holdings. Only 0.2m of total options outstanding at March 31, 2025
had vested. For further information, see Notes 14 and 18 to the consolidated financial statements included herein.
Remco (as a management retention tool) has granted (as yet unvested) conditional shares (approximately 1.5m
in aggregate) under LTIP 2019 to over 80 managers (excluding the Group CEO and NEDs) in FY23 and FY24. The market
value of such grants ranged between approximately 20% and 100% of base salary for participants (at the lower end of
potential allocations). These conditional shares have a 3-year vesting period, with at least a 2-year hold period for certain
senior managers, and will only vest in their entirety if (i) ambitious cumulative Group traffic targets (50% weighting) are
achieved over the 3-year vesting period; (ii) Ryanair’s Total Shareholder Return (30% weighting) outperforms a peer group
including Air France/KLM, EasyJet, IAG, Southwest Airlines & Wizz over the 3-year vesting period; (iii) Ryanair’s CDP
environmental protection score (20% weighting) improves from a “B“ rating to an “A-“ or better rating over the 3-year
vesting period; (iv) participants sign a 12-month non-compete clause; and (v) participants continue to be employed by
the Ryanair Group for a period of approximately 3 years from the date of grant. In FY24, 9 of the existing NEDs were
granted 3,984 ordinary shares each under LTIP 2019 and in FY25, 12 of the existing NEDs were granted 2,501 ordinary
shares each under LTIP 2019. These grants are not subject to performance targets, vest at the end of May 2026 and
May 2028, respectively, and further align NED interests with those of long-term Shareholders.
The Board may decide, at any time prior to the vesting of the LTIP awards, to impose further conditions on the
awards and/or reduce the award (malus) or, in respect of awards to directors or executives, recover value from the
participant following the vesting of an award (clawback). Further, the Board adopted an additional clawback policy in
accordance with the new NASDAQ clawback rules as approved by the Securities and Exchange Commission, effective
November 30, 2023. This policy has been acknowledged and accepted by Ryanair’s executive officers.
ARTICLES OF ASSOCIATION
The following is a summary of certain provisions of the Articles of Association of Ryanair Holdings. This
summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Articles.
Objects. Ryanair Holdings’ objects, which are detailed in its Articles, are broad and include carrying on business
as an investment and holding company. Ryanair Holdings’ Irish company registration number is 249885.
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Directors. Subject to certain exceptions, Directors may not vote on matters in which they have a material interest.
The ordinary remuneration of the Directors is determined from time to time by ordinary resolutions of the shareholders.
Any Director who holds any executive office, serves on any committee or otherwise performs services, which, in the
opinion of the Directors, are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration
as the Directors may determine. The Directors may exercise all the powers of the Company to borrow money. The
Directors are not required to retire at any particular age. There is no requirement for Directors to hold shares. The Articles
of Association provide that one-third of the Directors (rounded down to the next whole number if it is a fractional number)
retire and offer themselves for re-election at each annual general meeting of the Company. However, in compliance with
the requirements of the UK Corporate Governance Code, all Directors retire and present themselves for re-election by
the shareholders annually. All of the shareholders entitled to attend and vote at the annual general meeting of the
Company may vote on the re-election of Directors.
General Meetings. Annual and extraordinary general meetings are called upon 21 days’ advance notice. All
Ryanair shareholders who are entitled to attend, speak and vote at general meetings of the Company may appoint
proxies electronically to attend, speak, ask questions and vote on behalf of them at general meetings. All holders of
Ordinary Shares are entitled to attend, speak and vote at general meetings of the Company, subject to limitations
described under “—Limitations on the Right to Own Shares” and “Item 10. Additional Information—Limitations on Share
Ownership by Non-EU Nationals”.
Rights, Preferences and Dividends Attaching to Shares. The Company has only three classes of shares, Ordinary
Shares with a par value of 0.600 euro cent per share, B Shares with a nominal value of 0.050 cent per share and Deferred
Shares with a nominal value of 0.050 cent per share. The B Shares and the Deferred Shares were created at an EGM of
the Company held on October 22, 2015 in connection with a return of value to shareholders arising from the sale of the
Company’s shareholding in Aer Lingus plc, and no such shares remain in issue. Accordingly, the Ordinary Shares
currently represent the only class of shares in issue and rank equally with respect to payment of dividends and on any
winding-up of the Company. Any dividend, interest or other sum payable to a shareholder that remains unclaimed for
one year after having been declared may be invested by the Directors for the benefit of the Company until claimed. If the
Directors so resolve, any dividend which has remained unclaimed for 12 years from the date of its declaration shall be
forfeited and cease to remain owing by the Company. The Company is permitted under its Articles to issue redeemable
shares on such terms and in such manner as the Company may, by special resolution, determine. The Ordinary Shares
currently in issue are not redeemable. The liability of shareholders to invest additional capital is limited to the amounts
remaining unpaid on the shares held by them. There are no sinking fund provisions in the Articles of the Company.
Action Necessary to Change the Rights of Shareholders. The rights attaching to shares in the Company may be
varied by special resolutions passed at meetings of the shareholders of the Company.
Limitations on the Rights to Own Shares. The Articles contain detailed provisions enabling the Directors of the
Company to limit the number of shares in which non-EU nationals have an interest or the exercise by non-EU nationals
of rights attaching to shares. See “—Limitations on Share Ownership by Non-EU Nationals” below. Such powers may be
exercised by the Directors if they are of the view that any license, consent, permit or privilege of the Company or any of
its subsidiaries that enables it to operate an air service may be refused, withheld, suspended or revoked or have
conditions attached to it that inhibit its exercise and the exercise of the powers referred to above could prevent such an
occurrence. The exercise of such powers could result in non-EU holders of shares being prevented from attending,
speaking or voting at general meetings of the Company and/or being required to dispose of shares held by them to EU
nationals.
Disclosure of Share Ownership. Under Irish law, the Company can require parties to disclose their interests in
shares. The Articles of the Company provide that the Directors will not register any person as a holder of shares unless
such person has completed a declaration indicating his/her nationality and the nature and extent of any interest which
he/she holds in Ordinary Shares. See, also “—Limitations on Share Ownership by non-EU nationals” below. Under Irish
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law, if a party acquires or disposes of Ordinary Shares so as to bring his interest above or below 3% of the total voting
rights of the Company, and every whole percentage thereafter up to 100%, he must notify the Company and the Central
Bank of Ireland. The Company must disclose any notification it receives through the regulatory announcement service
of Euronext Dublin.
Other Provisions of the Articles of Association. There are no provisions in the Articles:
(i) delaying or prohibiting a change in the control of the Company, but which operate only with respect to a
merger, acquisition or corporate restructuring;
(ii) discriminating against any existing or prospective holder of shares as a result of such shareholder owning
a substantial number of shares; or
(iii) governing changes in capital,
in each case, where such provisions are more stringent than those required by law.
MATERIAL CONTRACTS
In September 2014, the Group entered into an agreement with The Boeing Company to purchase up to 200
Boeing 737-8200 aircraft (100 firm orders and 100 aircraft subject to option), over a five-year period originally due to
commence in FY20 (the “2014 Boeing Contract”). This agreement was approved by shareholders at an EGM of the
Company in November 2014. Subsequently, the Group agreed to purchase an additional 10 Boeing 737-8200 aircraft
bringing the total number of Boeing 737-8200 aircraft on order to 210 (assuming all options are exercised). In April 2018,
the Company announced that it had converted 25 Boeing 737-8200 options into firm orders bringing the Company’s firm
order to 135 Boeing 737-8200s with a further 75 options remaining. In December 2020, Ryanair increased its firm orders
from 135 to 210 aircraft. The value of the 210 Boeing 737-8200 aircraft under the 2014 Boeing Contract is approximately
U.S.$9.6bn at standard list price of U.S.$102.5m per aircraft (net of basic credits and reflective of price escalation over
the originally scheduled delivery timeframe). The first Boeing 737-8200 aircraft was delivered to Ryanair in June 2021
and the Group had 176 of these aircraft in its fleet at March 31, 2025.
In May 2023, the Group entered into an agreement with The Boeing Company to purchase up to 300 new Boeing
737 MAX-10 aircraft (150 firm orders and 150 aircraft subject to option) from calendar 2027 to 2033 (inclusive). This
agreement was approved by shareholders at the Company’s AGM in September 2023. The value of the 150 firm Boeing
737 MAX-10 aircraft under the 2023 Boeing Contract is over U.S.$10.6bn at standard list price of U.S.$135m per aircraft
(net of basic credits and reflective of price escalation over the originally scheduled delivery timeframe).
EXCHANGE CONTROLS
Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish securities
(including shares or depositary receipts of Irish companies such as the Company). Dividends and redemption proceeds
also continue to be freely transferable to non-resident holders of such securities.
It is an offence under Irish law (pursuant to various statutory instruments) to transfer funds or make funds or
economic resources available, directly or indirectly to any person or entity in contravention of Irish, EU or United Nations
sanctions or to otherwise contravene Irish, EU or United Nations sanctions. Any transfer of, or payment in respect of,
securities (including shares or ADSs) involving a person or entity that is currently the subject of Irish, EU or United
Nations sanctions or any person or entity controlled by any of the foregoing, or any person acting on behalf of the
foregoing, may be subject to restrictions pursuant to such sanctions as implemented into Irish law.
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Under the Financial Transfers Act 1992 (the “1992 Act”), the Minister for Finance of Ireland may make provision
for the restriction of financial transfers between Ireland and other countries. Financial transfers are broadly defined, and
the acquisition or disposal of the ADRs, which represent shares issued by an Irish incorporated company, the acquisition
or the disposal of Ordinary Shares and associated payments may fall within this definition. Dividends or payments on
the redemption or purchase of shares and payments on the liquidation of an Irish-incorporated company would fall
within this definition.
The 1992 Act and underlying EU regulations prohibit financial transfers with certain persons and entities listed
in the EU Consolidated Financial Sanctions List and United Nations Security Council Consolidated List, without the prior
permission of the Central Bank of Ireland.
See “Risk Factors—Risks Related to the Company” in relation to the risks associated with Irish exchange controls
or orders under the 1992 Act or United Nations sanctions implemented into Irish law.
LIMITATIONS ON SHARE OWNERSHIP BY NON-EU NATIONALS
The Board of Directors of Ryanair Holdings is given certain powers under the Articles to take action to ensure
that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals does not reach a level which could
jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit, consent or privilege
which it holds or enjoys, and which enables it to carry on business as an air carrier (a “License”). In particular, EU
Regulation 1008/2008 requires that, in order to obtain and retain an operating license, an EU air carrier must be majority-
owned and effectively controlled by EU nationals.
In accordance with its Articles, Ryanair Holdings maintains a separate register (the “Separate Register”) of
Ordinary Shares in which non-EU nationals, whether individuals, bodies corporate or other entities, have an interest (such
shares are referred to as “Affected Shares” in the Articles). Interest in this context is widely defined and includes any
interest held through ADSs, through Belgian law rights in the Euroclear Bank settlement system, or through CREST
Depositary Interests, in each case in the Ordinary Shares of Ryanair Holdings underlying the relevant ADSs, Belgian law
rights or CREST Depositary Interests. The Directors can require relevant parties to provide them with information to
enable a determination to be made by the Directors as to whether Ordinary Shares are, or are to be treated as, Affected
Shares. If such information is not available or forthcoming or is unsatisfactory then the Directors can, at their discretion,
determine that Ordinary Shares are to be treated as Affected Shares. Registered holders of Ordinary Shares are also
obliged to notify the Company if they are aware that any Ordinary Share which they hold ought to be treated as an
Affected Share for this purpose. With regard to ADSs, the Directors can treat all of the relevant shares represented
thereby as Affected Shares unless satisfactory evidence as to why they should not be so treated is forthcoming.
In the event that, inter alia, (i) the refusal, withholding, suspension or revocation of any License or the imposition
of any condition which materially inhibits the exercise of any License (an “Intervening Act”) has taken place, (ii) the
Company (or any subsidiary) receives a notice or direction from any governmental body or any other body which
regulates the provision of air transport services to the effect that an Intervening Act is imminent, threatened or intended,
(iii) an Intervening Act may occur as a consequence of the level of non-EU ownership of Ordinary Shares or (iv) an
Intervening Act is imminent, threatened or intended because of the manner of share ownership or control of Ryanair
Holdings generally, the Directors can take action pursuant to the Articles to deal with the situation. They can, inter alia,
(i) remove any Directors or change the chairman of the Board of Directors, (ii) identify those Ordinary Shares, ADSs or
Affected Shares which give rise to the need to take action and treat such Ordinary Shares, ADSs, or Affected Shares as
Restricted Shares (see below) or (iii) set a “Permitted Maximum” on the number of Affected Shares that are not subject
to any restrictions under Article 41 which may subsist at any time (which may not, save in the circumstances referred to
below, be lower than 40% of the total number of issued shares) and treat any Affected Shares (or ADSs representing
such Affected Shares) in excess of this Permitted Maximum as Restricted Shares (see below).
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In addition to the above, if as a consequence of a change of law or a direction, notice or requirement of any
state, authority or person it is necessary to reduce the total number of Affected Shares below 40% or reduce the number
of Affected Shares held by any particular shareholder or shareholders in order to overcome, prevent or avoid an
Intervening Act, the Directors may resolve to (i) set the Permitted Maximum at such level below 40% as they consider
necessary in order to overcome, prevent or avoid such Intervening Act, and/or (ii) treat such number of Affected Shares
(or ADSs representing Affected Shares) held by any particular shareholder or shareholders as they consider necessary
(which could include all of such Affected Shares or ADSs) as Restricted Shares (see below). The Directors may serve a
Restricted Share Notice in respect of any Affected Share, or any ADR evidencing any ADS, which is to be treated as a
Restricted Share. Holders of Restricted Shares may be deprived of the rights to attend, vote and speak at general
meetings, which they would otherwise have as a consequence of holding such Ordinary Shares or ADSs. Holders of
Restricted Shares may also be required to dispose of the Ordinary Shares or ADSs concerned to an EU national (so that
the relevant shares (or shares underlying the relevant ADSs) will then cease to be Affected Shares) within 21 days or
such longer period as the Directors may determine. The Directors are also given the power to transfer and sell such
Restricted Shares, themselves, in cases of non-compliance with the Restricted Share Notice.
To enable the Directors to identify Affected Shares, transferees of Ordinary Shares are generally required to
provide a declaration as to the nationality of persons having interests in those shares. Shareholders are also obliged to
notify Ryanair Holdings if they are aware that any shares which they hold ought to be treated as Affected Shares for this
purpose. Purchasers or transferees of ADSs need not complete a nationality declaration because the Directors
automatically treat all of the Ordinary Shares held by the Depositary as Affected Shares. ADS holders must open ADR
accounts directly with the Depositary if they wish to provide to Ryanair Holdings nationality declarations (or such other
evidence as the Directors may require) in order to establish to the Directors’ satisfaction that the Ordinary Shares
underlying such holder’s ADSs are not Affected Shares. Holders of interests in Ordinary Shares through Belgian law
rights in the Euroclear system or CREST Depositary Interests in the CREST system must complete a nationality
declaration in accordance with the processes and procedures of Euroclear Bank and Euroclear UK & International
respectively.
In deciding which Affected Shares are to be selected as Restricted Shares, the Directors may take into account
which Affected Shares have given rise to the necessity to take action. Subject to that they will, insofar as practicable,
firstly view as Restricted Shares those Affected Shares in respect of which no declaration as to whether or not such
shares are Affected Shares has been made by the holder thereof and where information which has been requested by
the Directors in accordance with the Articles has not been provided within specified time periods and, secondly, have
regard to the chronological order in which details of Affected Shares have been entered in the Separate Register and,
accordingly, treat the most recently registered Affected Shares as Restricted Shares to the extent necessary. Transfers
of Affected Shares to Affiliates (as that expression is defined in the Articles) will not affect the chronological order of
entry in the Separate Register for this purpose. The Directors do however have the discretion to apply another basis of
selection if, in their sole opinion, that would be more equitable. Where the Directors have resolved to treat Affected
Shares held by any particular shareholder or shareholders as Restricted Shares (i) because such Affected Shares have
given rise to the need to take such action or (ii) because of a change of law or a requirement or direction of a regulatory
authority necessitating such action (see above), such powers may be exercised irrespective of the date upon which such
Affected Shares were entered in the Separate Register.
The Permitted Maximum is currently set at 49.9%. This maximum level refers to Affected Shares that are not
subject to any restrictions under Article 41. Consequently, following the Company’s decision to disapply voting rights in
respect of all Affected Shares (i.e. non-EU held Ordinary Shares and ADSs) from January 1, 2021, the Permitted
Maximum is not currently a relevant constraint. The Permitted Maximum can be reduced at any time if it becomes
necessary for the Directors to exercise their powers in the circumstances described above. The decision to make any
such reduction or to change the Permitted Maximum from time to time will be published in at least one national
newspaper in Ireland and in any country in which the Ordinary Shares or ADSs are listed. The relevant notice will specify
the provisions of the Articles that apply to Restricted Shares and the name of the person or persons who will answer
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queries relating to Restricted Shares on behalf of Ryanair Holdings. The Directors shall publish information as to the
number of shares held by EU nationals annually.
In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair
Holdings instructed the Depositary to suspend the issuance of new ADSs in exchange for the deposit of Ordinary Shares
until further notice to its shareholders. Holders of Ordinary Shares cannot convert their Ordinary Shares into ADSs during
such suspension, and there can be no assurance that the suspension will ever be lifted. As a further measure to increase
the percentage of Ordinary Shares held by EU nationals, on February 7, 2002, the Company issued a notice to
shareholders to the effect that any purchase of interests in Ordinary Shares by a non-EU national after such date will
immediately result in the issue of a Restricted Share Notice to such non-EU national purchaser. The Restricted Share
Notice compelled non-EU national purchaser to sell the interests in Affected Shares to an EU national within 21 days of
the date of issuance. In the event that any such non-EU national shareholder did not sell its interests in Ordinary Shares
to an EU national within the specified time period, the Company could then compel such a sale. As a result, non-EU
nationals were effectively barred from purchasing Ordinary Shares for as long as these restrictions remained in place.
In order to protect the operating licenses held by the Company’s EU airlines and ensure that the Company (and
its subsidiary EU airlines) remain majority EU owned and controlled in the event of a no-deal or “hard” Brexit, on March
8, 2019 the Board resolved that with effect from the date on which UK nationals cease to qualify as nationals of Member
States for the purposes of Article 4 of EU Regulation 1008/2008 all Ordinary Shares and ADSs held by or on behalf of
non-EU (including UK) nationals would be treated as Restricted Shares. Restricted Share Notices were issued to the
registered holder(s) of each Restricted Share specifying that the holder(s) of such shares are not entitled to attend,
speak or vote at any general meeting of the Company for so long as those shares are treated as Restricted Shares
pursuant to Article 41(J)(i) of the Articles of Association. Notwithstanding the powers vested in the chairman of general
meetings of the Company pursuant to Article 41(J)(i) of the Articles of Association, the Company confirmed that the
chairman will not vote any Restricted Shares at any meeting of the Company. UK nationals were not required to dispose
of Ordinary Shares which they purchased prior to January 1, 2021.
In December 2021, the Company delisted from the London Stock Exchange (“LSE”). Trading on the LSE as a
percentage of overall trading volume in Ryanair’s Ordinary Shares reduced materially during 2021 such that the volume
no longer justified the costs related to such listing and admission to trading. Moreover, delisting from the LSE
consolidated trading liquidity to one regulated market in Europe for the benefit of all shareholders.
As an additional measure to manage the Company’s EU nationality requirements, at the EGM held on April 19,
2012 the Company obtained a repurchase authority to enable the repurchase of ADSs for up to 5% of the issued share
capital of the Company traded on Nasdaq. This authority (which in 2017 was increased to 10%, and in 2024 was
increased to 15%, of the issued share capital of the Company traded on Nasdaq) was renewed at each subsequent
Annual General Meeting up to and including the September 2024 meeting.
On September 12, 2024 the Company announced that, in anticipation of reaching the threshold of 50% of issued
share capital being held by EU nationals, the Company would undertake a review of its ownership and control restrictions,
including engagement with investors and regulators, with a view to potentially varying the current approach in a manner
that continues to ensure compliance with EU Regulation 1008/2008 (the “O&C Review”).
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The Company announced on March 7, 2025 that the O&C Review had been completed and that the Board had
resolved that it is in the best interest of the Company and shareholders as a whole to:
1) discontinue the purchase restrictions with immediate effect;
2) continue to apply the voting restrictions in respect of all Ordinary Shares and Depositary Shares held by or on
behalf of non-EU nationals (including UK nationals);
3) update the market as appropriate on the proportion of the Company’s issued share capital held by EU nationals;
and
4) if required, reintroduce the purchase restrictions at an appropriate time to ensure that the proportion of the
Company’s issued share capital held by EU nationals is at least 20%.
The Company also confirmed on March 7, 2025 that for the avoidance of doubt:
–
both EU and non-EU nationals can now invest in the Company via Ordinary Shares listed on Euronext Dublin
and/or ADSs listed on Nasdaq;
–
those who have received Restricted Share Notices which require them to dispose of their Restricted Shares were
no longer required to comply with such disposal instructions;
–
the voting restrictions will continue to apply until such time as the Board of the Company determines that it is
possible to vary or remove such restrictions without there being any risk to the airline licenses held by the
Company’s subsidiaries pursuant to EU Regulation 1008/2008;
–
notwithstanding the powers vested in the chairman of general meetings of the Company pursuant to Article
41(J)(i) of the Articles of Association, the chairman will not vote any Restricted Shares at any meeting of the
Company; and
–
the Board shall retain its ability to utilize all of the powers available under the Company’s Articles of Association
in the face of any risk to the airline licenses held by the Company’s subsidiaries pursuant to EU Regulation
1008/2008.
Concerns about the foreign ownership restrictions described above could result in the exclusion of Ryanair from
certain stock tracking indices. Any such exclusion may adversely affect the market price of the Ordinary Shares and
ADSs. See also “Item 3. Key Information—Risk Factors–Risks Related to Ownership of the Company’s Ordinary Shares
or ADSs—EU Rules impose restrictions on the ownership of Ryanair Holdings’ Ordinary Shares by Non-EU nationals”
above.
At the Company's financial year end (March 31, 2025) 47% of its issued share capital was held by EU nationals.
As a result of the measures introduced by the Company on January 1, 2021 to ensure compliance with EU ownership
and control requirements applicable to its EU airline subsidiaries, EU nationals are entitled to exercise 100% of the voting
rights in Ryanair Holdings PLC.
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TAXATION
Irish Tax Considerations
The following is a discussion of certain Irish tax consequences of the purchase, ownership and disposition of
Ordinary Shares or ADRs. This discussion is based upon tax laws and practice of Ireland at the date of this document,
which are subject to change, possibly with retroactive effect. Particular rules may apply to certain classes of taxpayers
(such as dealers in securities) and this discussion does not purport to deal with the tax consequences of purchase,
ownership or disposition of the relevant securities for all categories of investors.
The discussion is intended only as a general guide based on current Irish law and practice and is not intended
to be, nor should it be considered to be, legal or tax advice to any particular investor or stockholder. Accordingly, current
stockholders or potential investors should satisfy themselves as to the overall tax consequences by consulting their
own tax advisers.
Dividends. If Ryanair Holdings plc pays dividends or makes other relevant distributions, the following is relevant:
Withholding Tax. Unless exempted, a withholding tax (currently 25%) will apply to dividends or other relevant
distributions paid by an Irish resident company. The withholding tax requirement will not apply to distributions paid to
certain categories of Irish resident stockholders or to distributions paid to certain categories of non-resident
stockholders.
The following Irish resident stockholders, inter-alia, are exempt from withholding if they make to the Company,
in advance of payment of any relevant distribution, an appropriate declaration of entitlement to exemption:
•
Irish resident companies;
•
Pension schemes approved by the Irish Revenue Commissioners (“Irish Revenue”);
•
Qualifying fund managers or qualifying savings managers in relation to approved retirement funds (“ARF”s) or
approved minimum retirement funds (“AMRF”s);
•
Personal Retirement Savings Account (“PRSA”) administrators who receive the relevant distribution as income
arising in respect of PRSA assets;
•
A pan-European Personal Pension Product (“PEPP”) provider who is receiving the relevant distribution as income
arising in respect of PEPP assets;
•
Qualifying employee share ownership trusts;
•
Collective investment undertakings;
•
Tax-exempt charities;
•
Designated brokers receiving the distribution for special portfolio investment accounts;
•
Any person who is entitled to exemption from income tax under Schedule F on dividends in respect of an
investment in whole or in part of payments received in respect of a civil action or from the Personal Injuries
Assessment Board for damages in respect of mental or physical infirmity;
•
Certain qualifying trusts established for the benefit of an incapacitated individual and/or persons in receipt of
income from such a qualifying trust;
•
Any person entitled to exemption to income tax under Schedule F by virtue of Section 192(2) Taxes
Consolidation Act (“TCA”) 1997;
•
Unit trusts to which Section 731(5)(a) TCA 1997 applies; and
•
Certain Irish Revenue-approved amateur and athletic sport bodies.
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The following non-resident stockholders are exempt from withholding if they make to the Company, in advance
of payment of any dividend, an appropriate declaration of entitlement to exemption:
•
Persons (other than a company) who (i) are neither resident nor ordinarily resident in Ireland and (ii) are resident
for tax purposes in (a) a country which has signed a Double Taxation Agreement with Ireland (a “tax treaty
country”) or (b) an EU member state other than Ireland;
•
Companies not resident in Ireland which are resident in an EU member state or a tax treaty country, by virtue of
the law of an EU member state or a tax treaty country and are not controlled, directly or indirectly, by an Irish
resident or Irish residents;
•
Companies not resident in Ireland which are directly or indirectly controlled by a person or persons who are, by
virtue of the law of a tax treaty country or an EU member state, resident for tax purposes in a tax treaty country
or an EU member state other than Ireland and which are not controlled directly or indirectly by persons who are
not resident for tax purposes in a tax treaty country or EU member state;
•
Companies not resident in Ireland the principal class of shares of which is substantially and regularly traded on
a recognized stock exchange in a tax treaty country or an EU member state including Ireland or on an approved
stock exchange; or
•
Companies not resident in Ireland that are 75% subsidiaries of a single company, or are wholly owned by two or
more companies, in either case the principal classes of shares of which is or are substantially and regularly
traded on a recognized stock exchange in a tax treaty country or an EU member state including Ireland or on an
approved stock exchange.
In the case of an individual non-resident stockholder resident in an EU member state or tax treaty country, the
declaration must be accompanied by a current certificate of tax residence from the tax authorities in the stockholder’s
country of residence. In the case of both an individual and corporate non-resident stockholder resident in an EU member
state or tax treaty country, the declaration also must contain an undertaking by the individual or corporate non-resident
stockholder that he, she or it will advise the Company accordingly if he, she or it ceases to meet the conditions to be
entitled to the DWT exemption. No declaration is required if the stockholder is a 5% parent company in another EU
member state in accordance with section 831 TCA 1997. Neither is a declaration required on the payment by a company
resident in Ireland to another company so resident if the company making the dividend is a 51% subsidiary of that other
company.
The Irish Department of Finance had sought to introduce a Dividend Withholding Tax Real-Time Reporting
system from January 2021. Under this system, Irish resident companies would be required to obtain tax reference
numbers from shareholders in advance of making a distribution. A public consultation process between stakeholders,
shareholders and representative bodies with the Irish Revenue Commissioners ran between October 2019 and March
2020, the outcomes of which have yet to be published. One of the main areas of concern raised was regarding the
practicality of managing such a system in respect of listed companies who have a large and diverse base of international
investors. In May 2020, having regard to the scale of the challenge facing the industry in preparing for the transfer of the
Irish equities market to a new settlement system by March 2021, and business challenges and disruption caused by the
Covid-19 pandemic, the Irish Revenue Commissioners postponed the planned introduction of the Real-Time Reporting
System from January 2021 until an undefined later date. In March 2021 Irish Revenue stated that they will engage with
stakeholders in advance of the resumption of the change management program and will ensure that adequate time is
allocated to the delivery of any development work associated with Dividend Withholding Tax real-time reporting. Irish
Revenue have not made any further statements on the issue.
American Depositary Receipts. Special arrangements with regard to the dividend withholding tax obligation apply
in the case of Irish companies using ADRs through U.S. depositary banks that have been authorized by the Irish Revenue.
Such banks, which receive dividends from the Company and pass them on to the U.S. ADR holders beneficially entitled
to such dividends, will be allowed to receive and pass on the gross dividends (i.e., before withholding) based on an
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RYANAIR GROUP ANNUAL REPORT 2025
“address system” where the recorded addresses of such holder, as listed in the depositary bank’s register of depositary
receipts, is in the United States.
Taxation on Dividends. Companies’ resident in Ireland other than those taxable on receipt of dividends as trading
income are exempt from corporation tax on distributions received on Ordinary Shares from other Irish resident
companies. Stockholders that are “close” companies for Irish taxation purposes may, however, be subject to a
corporation tax surcharge (currently 20%) on undistributed investment income.
Individual stockholders who are resident or ordinarily resident in Ireland are subject to income tax on the gross
dividend at their marginal tax rate but are entitled to a credit for the tax withheld by the Company paying the dividend.
The dividend will also be subject to the universal social charge. An individual stockholder who is not liable or not fully
liable for income tax by reason of exemption or otherwise may be entitled to receive an appropriate refund of tax
withheld. A charge to Irish social security taxes can also arise for such individuals on the amount of any dividend
received from the Company.
Except in certain circumstances, a person who is neither resident nor ordinarily resident in Ireland and is entitled
to receive dividends without deductions is not liable for Irish tax on the dividends. Where a person who is neither resident
nor ordinarily resident in Ireland is subject to withholding tax on the dividend received due to not benefiting from any
exemption from such withholding, the amount of that withholding will generally satisfy such person’s liability for Irish
tax, however individual shareholders should confirm this with their own tax adviser.
Capital Gains Tax. A person who is either resident or ordinarily resident in Ireland will generally be liable for Irish
capital gains tax on any gain realized on the disposal of the Ordinary Shares or ADRs. The current capital gains tax rate
is 33%. A person who is neither resident nor ordinarily resident in Ireland and who does not carry on a trade in Ireland
through a branch or agency will not be subject to Irish capital gains tax on the disposal of the Ordinary Shares or ADRs.
Irish Capital Acquisitions Tax. A gift or inheritance of the Ordinary Shares or ADRs will be within the charge to
Irish Capital Acquisitions Tax (“CAT”) notwithstanding that the donor or the donee / successor in relation to such gift or
inheritance is resident outside Ireland. CAT is charged at a rate of 33% above a tax-free threshold. This tax-free threshold
is determined by the amount of the current benefit and of previous benefits taken since December 1991, as relevant,
within the charge to CAT and the relationship between the donor and the successor or donee. Gifts and inheritances
between spouses (and in certain cases former spouses) are not subject to CAT.
In a case where an inheritance or gift of the Ordinary Shares or ADRs is subject to both Irish CAT and foreign tax
of a similar character, the foreign tax paid may in certain circumstances be credited in whole or in part against the Irish
tax.
Irish Stamp Duty. It is assumed for the purposes of this paragraph that ADRs are dealt in on a recognized stock
exchange in the United States (the NASDAQ being a recognized stock exchange in the United States for this purpose).
Under current Irish law, no stamp duty will be payable on the acquisition of ADRs by persons purchasing such ADRs or
on any subsequent transfer of ADRs. A transfer of Ordinary Shares (including transfers effected through a securities
settlement system) wherever executed and whether on sale, in contemplation of a sale or by way of a gift, will be subject
to duty at the rate of 1% of the consideration given or, in the case of a gift or if the purchase price is inadequate or
unascertainable, on the market value of the Ordinary Shares. Transfers of Ordinary Shares that are not liable for duty at
the rate of 1% (e.g., transfers under which there is no change in beneficial ownership) may be subject to a fixed duty of
€12.50.
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The Irish Revenue treats a conversion of Ordinary Shares to ADRs made in contemplation of a sale or a change
in beneficial ownership (under Irish law) as an event subject to stamp duty at a rate of 1%. The Irish Revenue has
indicated that a re-conversion of ADRs to Ordinary Shares made in contemplation of a sale or a change in beneficial
ownership (under Irish law) will not be subject to a stamp duty. However, the subsequent sale of the re-converted
Ordinary Shares may give rise to Irish stamp duty at the 1% rate. If the transfer of the Ordinary Shares is a transfer under
which there is no change in the beneficial ownership (under Irish law) of the Ordinary Shares being transferred, nominal
stamp duty only may be payable on the transfer. Under Irish law, it is not clear whether the mere deposit of Ordinary
Shares for ADRs or ADRs for Ordinary Shares would be deemed to constitute a change in beneficial ownership.
Accordingly, it is possible that holders would be subject to stamp duty at the 1% rate when merely depositing Ordinary
Shares for ADRs or ADRs for Ordinary Shares and, consequently, the Depositary reserves the right in such circumstances
to require payment of stamp duty at the rate of 1% from the holders.
The person accountable for payment of stamp duty is the transferee or, in the case of a transfer by way of a gift
or for a consideration less than the market value, all parties to the transfer. Stamp duty is normally payable within 30
days after the date of execution of the transfer, although the Irish e-Stamping system allows for 44 days. Late or
inadequate payment of stamp duty will result in liability for interest, penalties, and fines.
United States Federal Income Tax Considerations
The following is a summary of certain U.S. federal income tax considerations relating to the purchase, ownership
and disposition of Ordinary Shares or ADRs by a beneficial owner of the Ordinary Shares or ADRs who is a citizen or
resident of the United States, a U.S. domestic corporation or otherwise subject to U.S. federal income tax on a net income
basis in respect of the Ordinary Shares or the ADRs (a “U.S. Holder”). This summary does not purport to be tax advice
or a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, hold, or
dispose of the Ordinary Shares or the ADRs. In particular, the summary deals only with U.S. Holders that will hold Ordinary
Shares or ADRs as capital assets and generally does not address the tax treatment of U.S. Holders that may be subject
to special tax rules such as banks, regulated investment companies, insurance companies, tax-exempt organizations
dealers in securities or currencies, partnerships or partners therein, entities subject to the branch profits tax, traders in
securities electing to mark to market, persons that own 10% or more of the stock of the Company (measured by vote or
value), persons whose “functional currency” is not U.S. dollars or persons that hold the Ordinary Shares or the ADRs as
a synthetic security or as part of an integrated investment (including a “straddle” or hedge) consisting of the Ordinary
Shares or the ADRs and one or more other positions. Moreover, this summary does not address state, local or foreign
taxes, the U.S. federal estate and gift taxes, the Medicare contribution tax on net investment income of certain non-
corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of Ordinary Shares
or ADSs.
This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history,
existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in
effect. These authorities are subject to change, possibly on a retroactive basis. In addition, this summary assumes the
deposit agreement, and all other related agreements, will be performed in accordance with their terms.
Holders of the Ordinary Shares or the ADRs should consult their own tax advisors as to the U.S. or other tax
consequences of the purchase, ownership, and disposition of the Ordinary Shares or the ADRs in light of their particular
circumstances, including, in particular, the effect of any foreign, state or local tax laws. For U.S. federal income tax
purposes, holders of the ADRs generally will be treated as the beneficial owners of the Ordinary Shares represented by
those ADRs.
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Taxation of Dividends
The gross amount of any dividends (including any amount withheld in respect of Irish taxes) paid with respect
to the Ordinary Shares, including Ordinary Shares represented by ADRs, will generally be includible in the taxable income
of a U.S. Holder when the dividends are received by the holder, in the case of Ordinary Shares, or when received by the
Depositary, in the case of ADRs. Such dividends will not be eligible for the “dividends received” deduction allowed to U.S.
corporations in respect of dividends from a domestic corporation. Dividends paid in euro generally should be included
in the income of a U.S. Holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day
they are received by the holder, in the case of Ordinary Shares, or the Depositary, in the case of ADRs. U.S. Holders
generally should not be required to recognize any foreign currency gain or loss to the extent such dividends paid in euro
are converted into U.S. dollars immediately upon receipt.
Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received
by an individual with respect to the Ordinary Shares or ADRs will be taxable at the preferential rates for “qualified
dividends” if (i) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States that
the Internal Revenue Service (“IRS”) has approved for the purposes of the qualified dividend rules and (ii) the Company
was not, in the year prior to the year in which the dividend is paid, and is not, in the year in which the dividend is paid, a
passive foreign investment company (a “PFIC”). The Convention between the Government of the United States of
America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Income and Capital Gains, dated as of July 28, 1999 (the “U.S.-Ireland Income Tax Treaty”) has
been approved for the purposes of the qualified dividend rules. Based on the Company’s audited financial statements
and relevant market data, the Company believes that it was not treated as a PFIC for U.S. federal income tax purposes
with respect to its 2023 and 2024 taxable years. In addition, based on the Company’s audited financial statements and
its current expectations regarding the value and nature of its assets, the sources and nature of its income, and relevant
market data, the Company does not expect to be a PFIC for its 2025 taxable year.
Dividends received by U.S. Holders generally will constitute foreign source and “passive category” income for
U.S. foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or
deductions for foreign taxes, any Irish taxes withheld at the appropriate rate from cash dividends on the Ordinary Shares
or ADRs may be treated as a foreign income tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability
(or at a U.S. Holder’s election, may be deducted in computing taxable income if the U.S. Holder has elected to deduct all
foreign income taxes for the taxable year). As a result of requirements adopted by the IRS in regulations promulgated in
December 2021, Irish dividend withholding taxes generally will need to satisfy certain additional requirements in order
for a credit to be allowed.
In the case of a U.S. Holder that either (i) is eligible for, and properly elects, the benefits of the U.S.-Ireland
Income Tax Treaty, or (ii) consistently elects to apply a modified version of these rules under temporary guidance and
complies with specific requirements set forth in such guidance, the Irish tax on dividends will be treated as meeting the
requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements
to the Irish dividend withholding tax is uncertain and, accordingly, no assurance can be given that any Irish withholding
tax will be creditable. If the Irish dividend withholding tax is not a creditable tax for a U.S. Holder or the U.S. Holder does
not elect to claim a foreign tax credit for any foreign income taxes, the U.S. Holder may be able to deduct the Irish tax in
computing such U.S. Holder’s taxable income for U.S. federal income tax purposes. The temporary guidance discussed
above also indicated that the Treasury and the IRS are considering proposing amendments to the December 2021
regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or
modifies the temporary guidance. Given the added complexity of the U.S. foreign tax credit rules, U.S. Holders should
consult their own tax advisors concerning the implications of these rules in light of their particular circumstances.
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Distributions of Ordinary Shares that are made as part of a pro rata distribution to all stockholders generally
should not be subject to U.S. federal income tax, unless the U.S. Holder has the right to receive cash or property instead,
in which case the U.S. Holder will be treated as if it received cash equal to the fair market value of the distribution.
Taxation of Capital Gains
Upon a sale or other disposition of the Ordinary Shares or ADRs, U.S. Holders will recognize a gain or loss for
U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount
realized on the disposition and the U.S. Holder’s tax basis, determined in U.S. dollars, in the Ordinary Shares or ADRs.
Generally, such gains or losses will be capital gains or losses and will be long-term capital gains or losses if the Ordinary
Shares or ADRs have been held for more than one year. Short-term capital gains are subject to U.S. federal income
taxation at ordinary income rates, while long-term capital gains realized by a U.S. Holder that is an individual generally
are subject to taxation at preferential rates. Gains realized by a U.S. Holder generally should constitute income from
sources within the United States for foreign tax credit purposes and generally should constitute “passive category”
income for such purposes. The deductibility of capital losses, in excess of capital gains, is subject to limitations.
Deposits and withdrawals of Ordinary Shares by U.S. Holders in exchange for ADRs should not result in the
realization of gain or loss for U.S. federal income tax purposes.
Foreign Financial Asset Reporting
Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of
U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required
to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets.
“Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as
securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. The
understatement of income attributable to “specified foreign financial assets” in excess of U.S.$5,000 extends the statute
of limitations with respect to the tax return to six years after the return was filed. U.S. Holders who fail to report the
required information could be subject to substantial penalties. Holders are encouraged to consult with their own tax
advisors regarding the possible application of these rules, including the application of the rules to their particular
circumstances.
Information Reporting and Backup Withholding
Dividends paid on, and proceeds from, the sale or other disposition of the Ordinary Shares or ADRs that are
made within the United States or through certain U.S. related financial intermediaries generally will be subject to
information reporting and may also be subject to backup withholding unless the holder (i) provides a correct taxpayer
identification number and certifies that it is not subject to backup withholding or (ii) otherwise establish an exemption
from backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be allowed as a refund
or credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to
the IRS.
DOCUMENTS ON DISPLAY
Copies of Ryanair Holdings’ Articles may be examined at its registered office and principal place of business at
Dublin Office, Airside Business Park, Swords, County Dublin, K67 NY94, Ireland and are also available on the Ryanair
website.
Ryanair Holdings also files reports, including Annual Reports on Form 20-F, periodic reports on Form 6-K and
other information, with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers.
You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington,
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D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
GENERAL
Ryanair is exposed to market risks relating to fluctuations in commodity prices, carbon pricing, interest rates
and currency exchange rates. The objective of financial risk management at Ryanair is to minimize the negative impact
of commodity price, carbon pricing, interest rate and foreign exchange rate fluctuations on the Company’s earnings,
cash flows and equity.
To manage these risks, Ryanair uses various derivative financial instruments, including currency forwards, jet
fuel forward swap contracts and carbon contracts. These derivative financial instruments are generally held to maturity
and are not actively traded. The Company enters into these arrangements with the goal of hedging its operational and
balance sheet risk. However, Ryanair’s exposure to commodity price, carbon pricing, interest rate and currency exchange
rate fluctuations cannot be neutralized completely.
In executing its risk management strategy, Ryanair currently enters into forward swap contracts for the purchase
of some of the jet fuel (jet kerosene) and carbon forward contracts for some of the carbon allowances, that it expects
to use. It also uses foreign currency forward contracts intended to reduce its exposure to risks related to foreign
currencies, principally the U.S. dollar. In the past, Ryanair has entered into interest rate contracts with the objective of
fixing certain borrowing costs and hedging principal repayments, however given the insignificant amount of debt held
at floating interest rates, no such contracts were in place at March 31, 2025. Ryanair is also exposed to the risk that the
counterparties to its derivative financial instruments may not be creditworthy. If a counterparty was to default on its
obligations under any of the instruments described below, Ryanair’s economic expectations when entering into these
arrangements might not be achieved and its financial condition could be adversely affected. Transactions involving
derivative financial instruments are also relatively illiquid as compared with those involving other kinds of financial
instruments. It is Ryanair’s policy not to enter into transactions involving financial derivatives for speculative purposes.
The following paragraphs describe Ryanair’s exposure and hedging (where applicable) in relation to fuel, carbon,
foreign currencies and interest rates, and analyze the sensitivity of the market value, earnings and cash flows of its
financial instruments to hypothetical changes in commodity prices, carbon prices, interest rates and exchange rates as
if these changes had occurred at March 31, 2025. The range of changes selected for this sensitivity analysis reflects
Ryanair’s view of the changes that are reasonably possible over a one-year period.
FUEL PRICE EXPOSURE AND HEDGING
Fuel costs constitute a substantial portion of Ryanair’s operating expenses (approximately 42% and 45% of such
expenses in FY25 and FY24, respectively). Fuel hedging is achieved via fuel forward swap contracts (and from time to
time via fuel call options). In a fuel forward swap transaction Ryanair and a counterparty agree to exchange payments
equal to the difference between a fixed price for a given quantity of jet fuel and the market price for such quantity of jet
fuel at a given date in the future, with Ryanair receiving the amount of any excess of such market price over such fixed
price and paying to the counterparty the amount of any deficit of such fixed price under such market price. In a fuel call
option transaction, a counterparty provides Ryanair with the right, but not the obligation, to purchase a fixed price for a
given quantity of jet fuel in exchange for the market price at a given date in the future.
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Ryanair has historically entered into arrangements providing for substantial protection against fluctuations in
fuel prices, generally through forward swap contracts covering periods of up to 12 to 18 months of anticipated jet fuel
requirements. See “Item 3. Key Information—Risk Factors—Risks Related to the Company—Changes in fuel costs and
availability affect the Company’s results” for additional information on recent trends in fuel costs and the Company’s
related hedging activities, as well as certain associated risks. See also “Item 5. Operating and Financial Review and
Prospects—FY25 compared with FY24—Fuel and oil.” For FY25, Ryanair had entered into jet fuel forward swap contracts
covering approximately 78% of fuel requirements (2024: 84%). As of March 31, 2025, the Company had entered into jet
fuel forward swap contracts covering approximately 77% of its estimated requirements for the FY26 at prices equivalent
to approximately U.S.$774 per metric ton and covering approximately 13% of its estimated requirements for the FY27
at prices equivalent to approximately U.S.$685 per metric ton. The Company has designated the fuel forward swap
contracts as hedging instruments in a hedge relationship. The Company believes these hedges to be effective for hedge
accounting purposes.
While these hedging strategies can cushion the impact on Ryanair of fuel price increases in the short term, in
the medium to longer-term, such strategies cannot be expected to eliminate the impact on the Company of an increase
in the market price of jet fuel. The unrealized gains or losses on outstanding forward swap contracts at March 31, 2025
and 2024, based on their fair values, amounted to a €201m loss and €190m gain (gross of tax), respectively. Based on
Ryanair’s fuel consumption for FY25, a change of U.S.$1.00 in the average annual price per metric ton of jet fuel (before
the impact of derivatives) would have caused a change of approximately €1m in Ryanair’s fuel costs. See “Item 3. Key
Information—Risk Factors—Risks Related to the Company—Changes in fuel costs and availability affect the company’s
results.”
Under IFRS, the Company’s fuel forward swap contracts are treated as cash flow hedges of forecast fuel
purchases for risks arising from the commodity price of fuel. The contracts are recorded at fair value in the balance
sheet and are re-measured to fair value at the end of each fiscal period through equity to the extent effective, with any
ineffectiveness recorded through the income statement. In FY25, the Company recorded a negative fair-value
adjustment of €176m (net of tax), and in FY24, the Company recorded a positive fair-value adjustment of €166m (net of
tax) within other comprehensive income in respect of jet fuel forward swap contracts.
CARBON EXPOSURE AND HEDGING
Ryanair engages in carbon hedging transactions in relation to obligations arising under the EU and UK Emission
Trading Schemes. This hedging is achieved via forward contracts. As of March 31, 2025, the Company had entered into
forward carbon hedging contracts covering approximately 85% of its estimated requirements for the FY26 at prices
equivalent to approximately €64 per allowance respectively. The Company has designated the carbon forward contracts
as hedging instruments in a hedge relationship. The Company believes these hedges to be effective for hedge
accounting purposes.
While these hedging strategies can cushion the impact on Ryanair of carbon price increases in the short term,
in the medium to longer-term, such strategies cannot be expected to eliminate the impact on the Company of an increase
in carbon market prices. The unrealized loss on outstanding carbon forward agreements at March 31, 2025, based on
their fair values, amounted to €4m. Based on Ryanair’s ETS exposure for FY25, a change of €1.00 in the average ETS
allowance price per CO2 ton would have caused a change of approximately €10m in Ryanair’s carbon costs.
In FY25, the Group recognized a cost associated with the purchase of carbon credits in the income statement
within ‘Fuel and oil’ of approximately €822m (2024: €690m).
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RYANAIR GROUP ANNUAL REPORT 2025
FOREIGN CURRENCY EXPOSURE AND HEDGING
In recent years, Ryanair’s revenues have been denominated primarily in two currencies, the euro and the UK
pound sterling. The euro and the UK pound sterling accounted for approximately 66% and 22%, respectively, of Ryanair’s
total revenues in FY25 (FY24: 67% and 22% respectively). As Ryanair reports its results in euro, the Company is not
exposed to any material currency risk as a result of its euro-denominated activities. Ryanair’s operating expenses are
primarily euro, UK pounds sterling and U.S. dollars. Ryanair’s operations can be subject to significant direct exchange
rate risks between the euro and the U.S. dollar because a significant portion of its operating costs (particularly those
related to fuel purchases) is incurred in U.S. dollars, while practically none of its revenues are denominated in U.S.
dollars. Appreciation of the euro against the U.S. dollar positively impacts Ryanair’s operating income because the euro
equivalent of its U.S. dollar operating costs decreases, while depreciation of the euro against the U.S. dollar negatively
impacts operating income. It is Ryanair’s policy to hedge a significant portion of its exposure to fluctuations in the
exchange rate between the U.S. dollar and the euro. From time to time, Ryanair hedges its operating cash flows in UK
pound sterling. Ryanair may choose to sell surplus UK pound sterling cash flows for euro after satisfying its UK pound
sterling obligations.
Hedging associated with the income statement. In FY25 and FY24, the Company entered into a series of forward
contracts, principally euro/U.S. dollar forward contracts to hedge against variability in cash flows arising from market
fluctuations in foreign exchange rates associated with its forecast fuel, maintenance and insurance costs. At March 31,
2025, the total unrealized gain relating to these contracts amounted to approximately €80m, compared to a €86m total
unrealized gain at March 31, 2024.
Under IFRS, these foreign currency forward contracts are treated as cash flow hedges of forecast U.S. dollar
purchases to address the risks arising from U.S. dollar exchange rates. The derivatives are recorded at fair value in the
balance sheet and are re-measured to fair value at the end of each reporting period through equity to the extent effective,
with ineffectiveness recorded through the income statement. Ryanair considers these hedges to be highly effective in
offsetting variability in future cash flows arising from fluctuations in exchange rates, because the forward contracts are
timed so as to match exactly the amount, currency and maturity date of the forecast foreign currency-denominated
expense being hedged.
Hedging associated with the balance sheet. In prior years, the Company entered into a series of cross currency
interest rate swaps to manage exposures to fluctuations in foreign exchange rates of U.S. dollar-denominated floating
rate borrowings, together with managing the exposures to fluctuations in interest rates on these U.S. dollar-denominated
floating rate borrowings. Cross currency interest rate swaps were primarily used to convert a portion of the Company’s
U.S. dollar-denominated debt to euro and floating rate interest exposures into fixed rate exposures and were set so as
to match exactly the critical terms of the underlying debt being hedged (i.e. notional principal, interest rate settings, re-
pricing dates). These cross currency interest rate swaps matured in FY24.
Hedging associated with capital expenditures. During FY25 and FY24, the Company also held a series of euro/U.S.
dollar contracts to hedge against changes in the fair value of aircraft purchase commitments under the Boeing contracts
and capital maintenance, which arise from fluctuations in the euro/U.S. dollar exchange rates. At March 31, 2025, the
total unrealized gain relating to these contracts amounted to €7m, compared to €57m unrealized gain at March 31,
2024.
Under IFRS, the Company generally accounts for these contracts as cash flow hedges. Cash flow hedges are
recorded at fair value in the balance sheet and are re-measured to fair value at the end of the financial period through
equity to the extent effective, with any ineffectiveness recorded through the income statement. The Company has found
these hedges to be highly effective in offsetting changes in the fair value of the aircraft purchase commitments arising
from fluctuations in exchange rates because the forward exchange contracts are for the same amount, currency and
maturity dates as the corresponding aircraft purchase commitments.
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RYANAIR GROUP ANNUAL REPORT 2025
If the rate fell by 10% outstanding foreign currency-denominated financial assets and financial liabilities at
March 31, 2025 would have a positive impact of €77m on the income statement (net of tax) (2024: €77m; 2023: €46m)
and a negative impact of €63m on the income statement (net of tax) (2024: €63m; 2023: €38m) if the rate increased by
10%. The same movement of 10% in foreign currency exchange rates would have a positive €518m impact (net of tax)
on equity if the rate fell by 10% and a negative €424m impact (net of tax) if the rate increased by 10% (2024: €501m
positive or €410m negative; 2023: €677m positive or €544m negative).
INTEREST RATE EXPOSURE
In the past, Ryanair has entered into interest rate contracts with the objective of fixing certain borrowing costs
and hedging principal repayments, however given the insignificant amount of debt held at floating interest rates, no such
contracts were in place at March 31, 2025.
Interest rate risk. Based on the levels of and composition of year-end interest bearing assets and liabilities,
including derivatives, at March 31, 2025, a plus one percentage point movement in interest rates would result in a
respective increase of approximately €3m (net of tax) in net finance income (2024: increase in net finance expense of
€42m; 2023: increase in net finance expense of €92m) and a minus one percentage point movement in interest rates
would result in a respective decrease of approximately €53m in net finance income in the income statement (2024:
decrease in net finance expense of €16m; 2023: decrease in net finance expense of €49m;) and a nil increase or
decrease in equity (2024: nil 2023: nil).
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RYANAIR GROUP ANNUAL REPORT 2025
Item 12. Description of Securities Other than Equity Securities
Ryanair’s ADSs are traded on NASDAQ. During FY25, the Board approved a change to the ADS ratio so that one
ADS is now equal to two Ordinary Shares, a 2:1 ratio (previously 5:1).
Holders of ADSs are required to pay certain fees and expenses. The table below sets forth the fees and expenses
which holders of ADSs, under the deposit agreement between the Company, The Bank of New York Mellon and holders
of ADSs, can be charged for or which can be deducted from dividends or other distributions on the deposited shares.
The Company and The Bank of New York Mellon have also entered into a separate letter agreement, which has the effect
of reducing some of the fees listed below.
Persons depositing or withdrawing ADSs must pay:
For:
$5.00 (or less) per 100 ADSs (or portion of 100
ADSs).
Issuance of ADSs, including issuances resulting from a distribution of
common shares or rights or other property.
Cancellation of ADSs for the purpose of withdrawal, including if the
deposit agreement terminates.
$0.015 (or less) per ADS.
Any cash distribution to the holder of the ADSs.
$0.02 (or less) per ADS per calendar year.
Depositary services.
A fee equivalent to the fee that would be
payable if securities distributed to the holder of
ADSs had been shares and the shares had
been deposited for issuance of ADSs.
Distribution of securities distributed by the issuer to the holders of
common securities, which are distributed by the depositary to ADS
holders.
Registration or transfer fees.
Transfer and registration of shares on Ryanair’s share register to or
from the name of the depositary or its agent when the holder of ADSs
deposits or withdraws common shares.
Expenses of the depositary.
Cable, telex and facsimile transmissions (when expressly provided for
in the deposit agreement).
Expenses of the depositary in converting foreign currency to U.S.
dollars.
Taxes and other governmental charges the
depositary or the custodian have to pay on any
ADSs or common shares underlying ADSs (for
example, stock transfer taxes, stamp duty or
withholding taxes).
As necessary.
Any charges incurred by the depositary or its
agents for servicing the deposited securities.
As necessary.
Reimbursement of Fees
From April 1, 2024 to March 31, 2025 the Depositary collected annual depositary services fees equal to approximately
U.S.$5m from holders of ADSs, net of fees paid to the Depositary by the Company.
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RYANAIR GROUP ANNUAL REPORT 2025
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
The Company has carried out an evaluation, as of March 31, 2025, under the supervision and with the
participation of the Company’s management, including the Group CEO and Group CFO, of the effectiveness of the design
and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d-15(e) under
the Exchange Act). There are inherent limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their
control objectives. Based upon the Company’s evaluation, the Group CEO and Group CFO have concluded that, as of
March 31, 2025, the disclosure controls and procedures were effective to provide reasonable assurance that information
required to be disclosed in the reports the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported as and when required, within the time periods specified in the applicable rules and forms, and
that it is accumulated and communicated to the Company’s management, including the Group CEO and Group CFO, as
appropriate to allow timely decisions regarding required disclosure.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting, (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control
over financial reporting includes those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and
Directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
The Company’s management evaluated the effectiveness of the Company’s internal control over financial
reporting as of March 31, 2025, based on the criteria established in the 2013 Framework in “Internal Control — Integrated
Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on
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RYANAIR GROUP ANNUAL REPORT 2025
the evaluation, management has concluded that the Company maintained effective internal control over financial
reporting as of March 31, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in the Company’s internal control over financial reporting during FY25 that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 16. Reserved
Item 16A. Audit Committee Financial Expert
The Company’s Board of Directors has determined that Geoff Doherty qualifies as “Audit Committee financial
expert” within the meaning of Item 16A of Form 20-F. Mr. Doherty is independent for purposes of the listing rules of
NASDAQ.
Item 16B. Code of Ethics
The Company has adopted a broad Code of Business Conduct and Ethics and an Anti-bribery and Corruption
(“ABAC”) policy that meets the requirements for a “code of ethics” as defined in Item 16B of Form 20-F. The Code of
Business Conduct and Ethics and the ABAC policy applies to the Company’s Group CEO, Group CFO, Chief Accounting
Officer, controller and persons performing similar functions, as well as to all of the Company’s other officers, Directors
and employees. The Code of Business Conduct and Ethics and ABAC policy is available on Ryanair’s website at
https://investor.ryanair.com (information appearing on the website is not incorporated by reference into this Annual
Report). The Company has not made any amendment to, or granted any waiver from, the provisions of this Code of
Business Conduct and Ethics or the ABAC policy that apply to its Group CEO, Group CFO, Chief Accounting Officer,
controller or persons performing similar functions during its most recently completed fiscal year.
Item 16C. Principal Accountant Fees and Services
Our independent registered public accounting firm is PricewaterhouseCoopers (“PwC”), Dublin, Ireland, PCAOB
Auditor Firm ID: 01366.
Audit and Non-Audit Fees
The following table sets forth the fees billed or billable to the Company by its independent auditors during FY25
and FY24:
Year ended March 31,
2025
2024
€M
€M
Audit fees
1.1
0.9
Audit related fees
0.0
0.2
All other
0.2
—
Tax fees
0.1
0.1
Total fees
1.4
1.2
Audit fees in the above table are the aggregate fees billed or billable by PwC in connection with the audit of the
Company’s annual financial statements, as well as work that generally only the independent auditor can reasonably be
expected to provide, including the provision of statutory audits, discussions surrounding the proper application of
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RYANAIR GROUP ANNUAL REPORT 2025
financial accounting and reporting standards and services provided in connection with certain regulatory requirements
including those under the Sarbanes-Oxley Act of 2002.
Audit related fees comprise fees for assurance and services related to audit and other attestation services
performed by the auditor as required by statute, regulation or contract and which are not reported under “Audit fees”.
Tax fees include fees for all services, except those services specifically related to the audit of financial
statements, performed by the independent auditor’s tax personnel, work performed in support of other tax-related
regulatory requirements and tax compliance reporting.
All Other Fees
No fees were billed for each of the last two fiscal years for products and services other than above.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee expressly pre-approves every engagement of Ryanair’s independent auditors for all audit
and non-audit services provided to the Company.
Item 16D. Exemptions from the Listing Standards for Audit Committees
None.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table details purchases by the Company of its Ordinary shares in FY25.
Total Number of
Average Price
Ordinary Shares
Paid Per
Month / Period
Purchased
Ordinary Share
M
€
April 1, 2024 to April 30, 2024
—
—
May 1, 2024 to May 31, 2024
4.4
20.77
June 1, 2024 to June 30, 2024
8.6
19.49
July 1, 2024 to July 31, 2024
17.4
17.70
August 1, 2024 to August 31, 2024
9.4
16.27
September 1, 2024 to September 30, 2024
7.9
18.35
October 1, 2024 to October 31, 2024
5.3
18.90
November 1, 2024 to November 30, 2024
4.2
20.05
December 1, 2024 to December 31, 2024
3.0
20.81
January 1, 2025 to January 31, 2025
7.3
20.95
February 1, 2025 to February 28, 2025
7.0
21.82
March 1, 2025 to March 31, 2025
3.0
21.01
Total (Year-end)
77.5
19.10
Period through April 7, 2025 (completion)
1.0
18.31
The Ordinary Share purchases in the table above have been made pursuant to publicly announced programs
and consist of open-market transactions conducted within defined parameters pursuant to the Company’s repurchase
authority from shareholders granted via a special resolution.
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RYANAIR GROUP ANNUAL REPORT 2025
See “Item 8. Financial Information—Other Financial Information—Share Buyback Program” and “Item 9. The
Offer and Listing—Trading Markets” for further information regarding the Company’s Ordinary Share buyback programs,
pursuant to which all of the shares purchased by the Company were purchased.
Item 16F. Change in Registrant’s Certified Accountant
Not applicable.
Item 16G. Corporate Governance
See “Item 6. Directors, Senior Management and Employees—Directors—Exemptions from NASDAQ Corporate
Governance Rules” for further information regarding the ways in which the Company’s corporate governance practices
differ from those followed by domestic companies listed on NASDAQ.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider trading policies
The Company has adopted insider trading policies and procedures governing the purchase, sale, and other
dispositions of its securities by Directors, Senior Management and employees that are designed to promote compliance
with insider trading laws, rules and regulations, and listing standards applicable to the Company. These policies and
procedures are included in the Company’s Code of Dealing in Securities of Ryanair Holdings plc (the “Code of Dealing”),
which is filed as Exhibit 11.1 to this annual report on Form 20-F.
The Company monitors inside information as defined under the EU Market Abuse Regulation 2014/596 (“MAR”)
as part of its compliance with MAR and as part of its disclosure controls and procedures, and imposes restrictions on
trading in its own securities when it has undisclosed inside information. The Company also generally refrains from
trading in its own securities during its regular closed periods.
Item 16K. Cybersecurity
Risk assessment, policies and procedures
The Company is dependent on the use of technology and systems to run its operations. These technologies and
systems include, among others, the Company's website and reservation system; flight planning and scheduling systems;
flight dispatch and tracking systems; crew scheduling systems; baggage check-in kiosks; aircraft maintenance,
planning, and record keeping systems; telecommunications systems; human resources systems; and financial planning,
management, and accounting systems. The Company is committed to safeguarding these information systems and the
information they hold, from unauthorized access, use, disclosure, disruption, modification or destruction.
The Company’s processes for identifying, assessing and managing material risks from cybersecurity threats
(including those associated with the Company’s use of third party service providers) are incorporated into its Enterprise
Risk Management ("ERM") framework, alongside other critical business risks. The teams responsible for ERM and
Information Security coordinate to review and assess these risks using a wide range of tools and services. The Company
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RYANAIR GROUP ANNUAL REPORT 2025
believes that integrating cybersecurity risks into its ERM framework ensures a proactive approach to cybersecurity,
lessens the need for third party assistance in managing cybersecurity threats and helps safeguard the Company’s
operations, financial performance and reputation.
The Company’s cybersecurity program is designed to detect, respond to, and recover from cybersecurity threats
and risks, and protect the confidentiality, integrity, and availability of its information systems, including the information
residing on such systems. The program utilises guidance drawn from the U.S. National Institute of Standards and
Technology Cybersecurity Framework to set the cybersecurity agenda and prioritise cybersecurity activities. The
strategies employed by the program, among others, include:
•
the application of policies and procedures designed to comply with data security and privacy obligations;
•
the implementation of administrative, technical, and physical controls;
•
the utilisation of a Security Operations Centre that conducts ongoing monitoring of networks and systems for
potential signs of suspicious activity;
•
the requirement that staff complete cybersecurity training, which is updated as new technology, security and
privacy issues emerge;
•
the tracking of key performance indicators and cybersecurity metrics to evaluate existing cybersecurity controls
and practices;
•
maintaining a cybersecurity incident response plan to respond to cybersecurity incidents, which includes
standard processes for reporting, escalating and recommending remediation actions for cybersecurity incidents
to senior management; and
•
conducting periodic simulated cybersecurity scenarios to provide hands-on training and test the preparedness
of the team to deal with cybersecurity threats.
Cybersecurity Governance
Board and Audit Committee
The Board is responsible for overseeing management’s assessment of major risks, including cybersecurity,
facing the Company and for reviewing options to mitigate such risks. The Board’s oversight of major risks, including
cybersecurity risks, occurs at both the full Board level and at the Board committee level through the Audit Committee.
The Company benefits from certain Board and Audit Committee members having considerable IT, data and cyber
experience.
The Audit Committee regularly receives updates on cybersecurity risks and the security and operations of the
Company’s information technology systems from the Chief Technology Officer (“CTO”). These updates generally include
any significant cybersecurity incidents, cybersecurity threats, cybersecurity program enhancements, and cybersecurity
risks and related mitigation activities. This reporting helps to provide the Audit Committee with an informed
understanding of the Company’s dynamic cybersecurity program and threat landscape. The Audit Committee also
receives an ERM framework twice a year, in which material cybersecurity risks are identified, assessed and managed.
The Audit Committee has opportunities to report regularly to the Board and review any major issues that arise
at the committee level, which may include cybersecurity risks. Senior Management (including the CTO) also brief Board
members, including new members, on cybersecurity risks. Based on this information, Board members may request
additional information to address any concerns.
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RYANAIR GROUP ANNUAL REPORT 2025
Management
The Company has a dedicated cybersecurity organization within its technology department that focuses on
current and emerging cybersecurity matters. The Company’s cybersecurity function is led by the Head of Information
Security, who reports to the CTO.
The Company’s cybersecurity function engages in a range of cybersecurity activities such as threat detection,
security mechanisms, and incident response. The cybersecurity function conducts vulnerability management and
penetration testing to identify and mitigate vulnerabilities. Regular meetings are held with the Head of Information
Security and the CTO to provide visibility of major issues and seek alignment with strategy. As noted in the “Risk
assessment, policies and procedures” section above, the Company’s cybersecurity incident response plan includes
standard processes for reporting, escalating and recommending remediation actions for cybersecurity incidents to
Senior Management. Cybersecurity incidents that meet certain thresholds are escalated to the cybersecurity leaders
and cross-functional teams on an as-needed basis for support and guidance.
The Head of Information Security has approximately 30 years of IT experience across manufacturing, banking and
aviation, including 13 years of cybersecurity experience. He holds the following relevant qualifications:
•
BSc Information Technology
•
CISSP (Certified Information Systems Security Professional)
•
CISM (Certified Information Security Manager)
•
CEH (Certified Ethical Hacker)
For details of the CTO’s experience, please see “Item 6. Directors, Senior Management and Employees — Senior
Management”.
Risks from Material Cybersecurity Threats
During FY25, the Company reported no material cybersecurity incidents affecting the confidentiality, integrity, or
availability of data or systems. There are no identified risks from known cybersecurity threats, that have materially
affected or are reasonably likely to materially affect the Company, including its operations, business strategy, results of
operations, or financial condition. For a detailed discussion of the Company’s cybersecurity related risks, see “Item 3.
Key Information—Risks related to the Company—Ryanair is subject to cyber security risks and may incur increasing
costs in an effort to minimize those risks”.
PART III
Item 17. Financial Statements
Not applicable.
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Item 18. Financial Statements
RYANAIR HOLDINGS PLC
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditor’s Report to the members of Ryanair Holdings plc
257
Consolidated Balance Sheet of Ryanair Holdings plc and Subsidiaries as at March 31, 2025, March 31, 2024
and March 31, 2023
265
Consolidated Income Statement of Ryanair Holdings plc and Subsidiaries for the Years ended March 31, 2025,
March 31, 2024 and March 31, 2023
266
Consolidated Statement of Comprehensive Income of Ryanair Holdings plc and Subsidiaries for the Years
ended March 31, 2025, March 31, 2024 and March 31, 2023
267
Consolidated Statement of Changes in Shareholders’ Equity of Ryanair Holdings plc and Subsidiaries for the
Years ended March 31, 2025, March 31, 2024 and March 31, 2023
268
Consolidated Statement of Cash Flows of Ryanair Holdings plc and Subsidiaries for the Years ended March 31,
2025, March 31, 2024 and March 31, 2023
269
Notes
270
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RYANAIR GROUP ANNUAL REPORT 2025
Table of Contents
Independent auditors’ report to the members of Ryanair Holdings plc
Report on the audit of the financial statements
Opinion
In our opinion, Ryanair Holdings plc’s consolidated financial statements and Company financial statements (the “financial
statements”):
∙
give a true and fair view of the Group’s and the Company’s assets, liabilities and financial position as at March 31, 2025
and of the group’s profit and the group’s and the company’s cash flows for the year then ended;
∙
have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the
European Union and, as regards the company’s financial statements, as applied in accordance with the provisions of the
Companies Act 2014; and
∙
have been properly prepared in accordance with the requirements of the Companies Act 2014 and, as regards the
consolidated financial statements, Article 4 of the IAS Regulation.
We have audited the financial statements, included within the Annual Report, which comprise:
∙
the Consolidated and Company Balance Sheet as at March 31, 2025;
∙
the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year then ended;
∙
the Consolidated and Company Statement of Cash Flows for the year then ended;
∙
the Consolidated and Company Statement of Changes in Shareholders' Equity for the year then ended; and
∙
the notes to the financial statements, which include a description of the accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to IFRS Accounting Standards as issued by the International Accounting Standards Board
As explained in note 1 to the financial statements, the Group, in addition to applying IFRSs as adopted by the European Union, has
also applied IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
In our opinion, the consolidated financial statements comply with IFRS Accounting Standards as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”) and applicable law. Our
responsibilities under ISAs (Ireland) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in Ireland, which includes IAASA’s Ethical Standard as applicable to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by IAASA’s Ethical Standard were not
provided to the Group or the Company.
Other than those disclosed in note 18 to the financial statements, we have provided no non-audit services to the Group or the
Company in the period from April 1, 2024 to March 31, 2025.
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RYANAIR GROUP ANNUAL REPORT 2025
Table of Contents
Our audit approach
Overview
Overall materiality
∙
€89.2 million (2024: €106.4 million) - Consolidated financial statements
∙
Based on c. 5% of profit before tax.
∙
€29.5 million (2024: €34.9 million) - Company financial statements
∙
Based on c. 1% of net assets.
Performance materiality
∙
€66.9 million (2024: €79.8 million) - Consolidated financial statements.
∙
€22.1 million (2024: €26.2 million) - Company financial statements.
Audit scope
∙
The Group currently comprises five separate airlines being Ryanair DAC, Ryanair UK, Buzz,
Lauda and Malta Air.
∙
The financial information for the Group, that is prepared and managed at the Group’s head
office in Dublin, has been identified as a single ‘Ryanair Head Office’ component.
∙
We performed a full scope audit of the complete financial information of Ryanair Head
Office, the financially significant reporting component, which accounts for in excess of 95%
of consolidated revenues.
∙
In addition, audit procedures over selected account balances and transactions were
performed at a further component. The nature and extent of these audit procedures were
determined based on our risk assessment.
∙
Taken together, the audit of financial information accounted for in excess of 95% of
consolidated revenues, consolidated total assets and consolidated total liabilities.
Key audit matters
∙
Aircraft component- estimated useful lives and expected residual values (Group).
∙
Loans and receivables due from subsidiaries (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also
addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the
directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our
audit.
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RYANAIR GROUP ANNUAL REPORT 2025
Table of Contents
Key audit matter
How our audit addressed the key audit matter
Aircraft component - estimated useful lives and expected residual values
(Group)
Refer to Note 1(vi) Critical accounting policies - Long-lived assets, Note
1 (viii) Summary of material accounting policies - Property, plant and
equipment - Aircraft and Note 2 Property, plant and equipment.
At March 31, 2025 property, plant and equipment was €10.92 billion,
of which €10.67 billion were aircraft related. Aircraft related
depreciation amounted to €1.1 billion.
The Group evaluates its estimates and assumptions in each reporting
period, and, when warranted, adjusts these assumptions. In estimating
the useful lives and expected residual values of the aircraft
component, the Group considered a number of factors, including its
own historic experience and past practices of aircraft disposal,
renewal programmes, forecasted growth plans, external valuations
from independent appraisers, recommendations from the aircraft
supplier and manufacturer and other industry-available information.
We determined this to be a key audit matter due to the judgement
exercised by management when estimating the aircraft component's
useful lives and expected residual values assumptions.
We evaluated and tested certain internal controls related to
the assessment of the estimated useful lives and expected
residual values assumptions for the aircraft component.
These procedures also included, among others, (i) testing
management’s process for determining the estimated
useful lives and residual values; and (ii) testing the
completeness and accuracy of underlying data used by
management in their assessment.
To assess the reasonableness of the estimated useful lives
and expected residual values assumptions we considered a
number of factors, including:
∙
recommendations provided by the aircraft supplier
and manufacturer;
∙
the age profile of the aircraft and the Group’s
aircraft renewal programme;
∙
third
party
valuations
obtained
from
an
independent appraiser; and
∙
the Group’s historical experience with aircraft
disposals.
We also considered other external market data.
We assessed the adequacy of the related disclosures.
Based on our procedures we determined the useful life and
residual values assumptions used by management in
respect of the aircraft component to be reasonable.
Loans and receivables due from subsidiaries (Company)
Refer to Note 28 Basis of preparation and material accounting policies -
Loans and borrowings and Note 30 Loans and receivables due from
subsidiaries.
The Company’s loans and receivables due from subsidiaries are
carried at amortised cost. The carrying value at March 31, 2025
amounted to €2.88 billion.
We determined this to be a key audit matter as loans and receivables
due from subsidiaries are the principal assets held by the Company.
We obtained a sample of the intercompany agreements and
confirmed the balances recorded by the Company with the
amounts recorded by the counterparty Group companies to
test the existence and accuracy of the loans and receivables
due from subsidiaries.
We considered the ability of the counterparty Group
companies to meet payments due to the Company if
demanded.
We concluded that the amounts recorded and related
disclosures were appropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the group, the accounting processes and controls, and the industry in which the Group
operates.
The Group currently comprises five separate airlines being Ryanair DAC, Ryanair UK, Buzz, Lauda and Malta Air. The financial
information for the Group, that is prepared and managed at the Group’s head office in Dublin has been identified as a single ‘Ryanair
Head Office’ component.
In establishing the overall approach to the Group audit, we identified one financially significant reporting component, Ryanair Head
Office, which accounts for in excess of 95% of Group revenues and in our view required an audit of its complete financial information
due to its size and financial significance to the Group. In addition, audit procedures over selected account balances and transactions
were performed at a further component. The nature and extent of these audit procedures were based on our risk assessment.
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Taken together, the audit of financial information accounted for in excess of 95% of consolidated revenues, consolidated total assets
and consolidated total liabilities.
All audit procedures were performed directly by the Group team.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of
our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate, on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Consolidated financial statements
Company financial statements
Overall materiality
€89.2 million (2024: €106.4 million).
€29.5 million (2024: €34.9 million).
How we determined it
c. 5% of profit before tax.
c. 1% of net assets.
Rationale for benchmark applied
We believe that profit before tax is the most
appropriate benchmark for the Group based
on the nature of its operations and because
in our view this is a metric against which the
performance of the Group is commonly
measured by its stakeholders.
We believe that net assets is the most
appropriate benchmark as the entity is a
holding company whose main activity is the
management of investments in subsidiaries.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to €66.9 million (Group audit) and
€22.1 million (Company audit).
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €4.5 million
(Group audit) (2024: €5.32 million) and €1.5 million (Company audit) (2024: €1.7 million) as well as misstatements below that amount
that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group and company’s ability to continue to adopt the going concern basis of
accounting included:
∙
Evaluating the going concern assessment performed by management for the Group and Company (being the period of twelve
months from the date on which the financial statements are authorised for issue);
∙
Agreeing the underlying cash flow projections to board approved forecasts, assessing key assumptions within the forecast and
how these forecasts are compiled;
∙
Performing our own independent sensitivities using alternative reasonably possible assumptions;
∙
Considering the Group’s available liquidity, financing and maturity profile to assess liquidity through the going concern
assessment period; and
∙
Assessing the appropriateness of the going concern disclosures in note 1 by evaluating its consistency with the directors’
assessment.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern for a
period of at least twelve months from the date on which the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
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However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s or the
Company’s ability to continue as a going concern.
In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
We are required to report if the directors’ statement relating to going concern in accordance with the Listing Rules for Euronext Dublin
is materially inconsistent with our knowledge obtained in the audit. We have nothing to report in respect of this responsibility.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report,
any form of assurance 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 an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities.
With respect to the Directors’ Report, we also considered whether the disclosures required by the Companies Act 2014 (excluding the
information included in the “Non Financial Statement” and the sustainability reporting required by that Act on which we are not
required to report) have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (Ireland) and the Companies
Act 2014 require us to also report certain opinions and matters as described below.
∙
In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors’ Report (excluding
the information included in the “Non Financial Statement” and the sustainability reporting on which we are not required to report)
for the year ended March 31, 2025 is consistent with the financial statements and has been prepared in accordance with the
applicable legal requirements.
∙
Based on our knowledge and understanding of the group and company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Directors’ Report (excluding the information included in the “Non
Financial Statement” and the sustainability reporting on which we are not required to report).
∙
In our opinion, based on the work undertaken in the course of the audit of the financial statements,
−
the description of the main features of the internal control and risk management systems in relation to the financial
reporting process; and
−
the information required by Section 1373(2)(d) of the Companies Act 2014;
∙
included in the Corporate Governance Statement, is consistent with the financial statements and has been prepared in
accordance with section 1373(2) of the Companies Act 2014.
∙
Based on our knowledge and understanding of the company and its environment obtained in the course of the audit of the
financial statements, we have not identified material misstatements in the description of the main features of the internal control
and risk management systems in relation to the financial reporting process and the information required by section 1373(2)(d)
of the Companies Act 2014 included in the Corporate Governance Statement.
∙
In our opinion, based on the work undertaken during the course of the audit of the financial statements, the information required
by section 1373(2)(a),(b),(e) and (f) of the Companies Act 2014 and regulation 6 of the European Union (Disclosure of Non-
Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 is contained in the Corporate
Governance Statement.
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Corporate Governance Statement
The Listing Rules and ISAs (Ireland) require us to review the directors’ statements in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the company’s compliance with the provisions of the UK Corporate
Governance Code and the Irish Corporate Governance Annex (the “Code”) specified for our review. Our additional responsibilities with
respect to the Corporate Governance Statement as other information are described in the Reporting on other information section of
this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit and we
have nothing material to add or draw attention to in relation to:
∙
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
∙
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks
and an explanation of how these are being managed or mitigated;
∙
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability
to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
∙
The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers
and why the period is appropriate; and
∙
The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation
and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to
any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an audit
and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement
is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is
consistent with the financial statements and our knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
∙
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the group’s and company’s position, performance, business
model and strategy;
∙
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems;
and
∙
The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance
with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review
by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements
set out on page 153, the directors are responsible for the preparation of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair view.
The directors are also responsible for such internal control as they determine 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, the directors are responsible for assessing the Group’s and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.
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Auditors’ 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 an auditors’ 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 (Ireland) 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.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to breaches of aircraft safety regulations, environmental regulations and data protection regulations, and we
considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those
laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2014 and
relevant tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate
journal entries to manipulate financial results and potential management bias in accounting estimates. Audit procedures performed
by the engagement team included:
∙
Discussions with the Audit Committee, Chief Legal Officer, other members of senior management and internal audit,
including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
∙
Reading the meeting minutes of the Board of Directors, Audit, Nomination, Sustainability, Safety and Remuneration
Committees;
∙
Inspection of internal audit reports and consideration of the related audit impacts;
∙
Evaluating whether there was evidence of management bias that represents a risk of material misstatement due to fraud, in
particular challenging assumptions made by management in relation to the estimated useful lives and expected residual
values of the aircraft component;
∙
Identifying and testing journal entries, including manual revenue entries, unusual account combinations and consolidation
journals based on our risk assessment; and
∙
Designing audit procedures to incorporate elements of unpredictability around the nature and extent of audit procedures
performed.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the IAASA website at:
https://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_auditors_responsibilities_for_audit.pdf
This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with section
391 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
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Other required reporting
Companies Act 2014 opinions on other matters
∙
We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
∙
In our opinion the accounting records of the company were sufficient to permit the Company financial statements to be
readily and properly audited.
∙
The Company Balance Sheet is in agreement with the accounting records.
Other exception reporting
Directors’ remuneration and transactions
Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration and
transactions specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising from this
responsibility.
We are required by the Listing Rules to review the six specified elements of disclosures in the report to shareholders by the Board on
directors’ remuneration. We have no exceptions to report arising from this responsibility.
Prior financial year Non Financial Statement
We are required to report if the company has not provided the information required by Regulation 5(2) to 5(7) of the European Union
(Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 in respect of the
prior financial year. We have nothing to report arising from this responsibility.
Prior financial year Remuneration Report
We are required to report if the company has not provided the information required by Section 1110N of the Companies Act 2014 in
respect of the prior financial year. We have nothing to report arising from this responsibility.
Appointment
We were appointed by the directors on September 19, 2022 to audit the financial statements for the year ended March 31, 2023 and
subsequent financial periods. The period of total uninterrupted engagement is 3 years, covering the years ended March 31, 2023 to
March 31, 2025.
Paul O'Connor
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Dublin
May 16, 2025
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Consolidated Balance Sheet
At March 31,
2025
2024
2023
Note
€M
€M
€M
Non-current assets
Property, plant and equipment
2
10,923.7
10,847.0
9,908.9
Right of use assets
3
148.5
166.5
209.1
Intangible assets
4
146.4
146.4
146.4
Derivative financial instruments
11
15.4
3.3
54.6
Other assets
6
261.7
183.2
168.9
Deferred tax
12
1.6
2.1
6.6
Total non-current assets
11,497.3
11,348.5
10,494.5
Current assets
Inventories
5
4.6
6.2
6.0
Other assets
6
1,850.7
1,275.4
878.6
Trade receivables
7 & 11
73.5
76.4
59.7
Derivative financial instruments
11
94.4
349.5
292.1
Restricted cash
8 & 11
23.1
6.4
19.5
Financial assets: cash > 3 months
11
100.1
237.8
1,056.2
Cash and cash equivalents
11
3,863.3
3,875.4
3,599.3
Total current assets
6,009.7
5,827.1
5,911.4
Total assets
17,507.0
17,175.6
16,405.9
Current liabilities
Provisions
13
53.5
46.0
19.8
Trade payables
9
702.0
792.2
1,065.5
Accrued expenses and other liabilities
10
6,179.4
5,227.6
4,783.5
Current lease liability
3
37.7
39.4
43.2
Current maturities of debt
11
848.4
50.0
1,056.7
Current tax
12
107.1
66.6
66.3
Derivative financial instruments
11
224.7
178.8
386.6
Total current liabilities
8,152.8
6,400.6
7,421.6
Non-current liabilities
Provisions
13
141.1
138.1
154.5
Derivative financial instruments
11
2.5
3.3
11.2
Deferred tax
12
377.1
362.0
159.3
Non-current lease liability
3
111.4
125.2
163.1
Non-current maturities of debt
11
1,685.2
2,532.2
2,853.2
Total non-current liabilities
2,317.3
3,160.8
3,341.3
Shareholders’ equity
Issued share capital
14
6.4
6.9
6.9
Share premium account
14
1,421.6
1,404.3
1,379.9
Other undenominated capital
4.0
3.5
3.5
Retained earnings
5,588.6
5,899.8
4,180.0
Other reserves
15
16.3
299.7
72.7
Shareholders’ equity
7,036.9
7,614.2
5,643.0
Total liabilities and shareholders’ equity
17,507.0
17,175.6
16,405.9
The accompanying notes are an integral part of the consolidated financial statements.
On behalf of the Board
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
May 16, 2025
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Consolidated Income Statement
Year ended March 31,
2025
2024
2023
Note
€M
€M
€M
Operating revenues
Scheduled revenues
16
9,229.8
9,145.1
6,930.3
Ancillary revenues
16
4,718.7
4,298.7
3,844.9
Total operating revenues
16
13,948.5
13,443.8
10,775.2
Operating expenses
Fuel and oil
(5,220.2)
(5,142.6)
(4,025.7)
Staff costs
17
(1,751.1)
(1,500.0)
(1,191.4)
Airport and handling charges
(1,683.5)
(1,484.5)
(1,240.5)
Depreciation
2 & 3
(1,214.4)
(1,059.5)
(923.2)
Route charges
(1,166.7)
(1,024.4)
(903.7)
Marketing, distribution and other
(878.4)
(757.2)
(674.4)
Maintenance, materials and repairs
(476.2)
(414.9)
(373.7)
Total operating expenses
(12,390.5)
(11,383.1)
(9,332.6)
Operating profit
1,558.0
2,060.7
1,442.6
Other income/(expense)
Finance expense
19
(66.5)
(83.0)
(76.8)
Finance and other income
19
290.5
144.8
42.4
Foreign exchange gain
2.4
5.5
34.3
Total other income/(expense)
226.4
67.3
(0.1)
Profit before tax
1,784.4
2,128.0
1,442.5
Tax expense
12
(172.8)
(210.9)
(128.7)
Profit for the year – all attributable to equity holders of parent
1,611.6
1,917.1
1,313.8
Basic earnings per ordinary share (€)
21
1.4631
1.6828
1.1557
Diluted earnings per ordinary share (€)
21
1.4549
1.6743
1.1529
Number of weighted average ordinary shares (in Ms)
21
1,101.5
1,139.2
1,136.8
Number of weighted average diluted shares (in Ms)
21
1,107.7
1,145.0
1,139.6
The accompanying notes are an integral part of the consolidated financial statements.
On behalf of the Board
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
May 16, 2025
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Consolidated Statement of Comprehensive Income
Year ended March 31,
2025
2024
2023
€M
€M
€M
Profit for the year
1,611.6
1,917.1
1,313.8
Other comprehensive (loss)/income:
Items that will not be reclassified subsequently to profit or loss:
Net actuarial gain
—
6.6
—
Items that are or may be reclassified subsequently to profit or loss:
Movements in hedging reserve, net of tax:
Effective portion of changes in fair value of cash-flow hedges
(156.5)
466.2
621.6
Net change in fair value of cash-flow hedges transferred to property, plant and equipment
(97.2)
(293.9)
(291.7)
Net other changes in fair value of cash-flow hedges transferred to profit or loss
(33.5)
62.2
(1,593.9)
Net movements in cash-flow hedge reserve
(287.2)
234.5
(1,264.0)
Total other comprehensive (loss)/income for the year, net of income tax
(287.2)
241.1
(1,264.0)
Total comprehensive income for the year – all attributable to equity holders of parent
1,324.4
2,158.2
49.8
The accompanying notes are an integral part of the consolidated financial statements.
On behalf of the Board
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
May 16, 2025
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Consolidated Statement of Changes in Shareholders’ Equity
Issued
Share
Other
Ordinary
Share
Premium
Retained
Undenominated
Other Reserves
Other
Shares
Capital
Account
Earnings
Capital
Hedging
Reserves
Total
M
€M
€M
€M
€M
€M
€M
€M
Balance at March 31, 2022
1,134.6
6.8
1,328.2
2,880.9
3.5
1,295.4
30.5
5,545.3
Profit for the year
—
—
—
1,313.8
—
—
—
1,313.8
Other comprehensive loss
Net movements in cash-flow reserve
—
—
—
—
—
(1,264.0)
—
(1,264.0)
Total other comprehensive loss
—
—
—
—
—
(1,264.0)
—
(1,264.0)
Total comprehensive income/(loss)
—
—
—
1,313.8
—
(1,264.0)
—
49.8
Transactions with owners of the Company, recognized directly in equity
Issue of ordinary equity shares
4.1
0.1
51.7
(20.1)
—
—
—
31.7
Share-based payments
—
—
—
—
—
—
16.2
16.2
Transfer of exercised and expired share based awards
—
—
—
5.4
—
—
(5.4)
—
Balance at March 31, 2023
1,138.7
6.9
1,379.9
4,180.0
3.5
31.4
41.3
5,643.0
Profit for the year
—
—
—
1,917.1
—
—
—
1,917.1
Other comprehensive income
Net actuarial gains from retirement benefits plan
—
—
—
6.6
—
—
—
6.6
Net movements in cash-flow reserve
—
—
—
—
—
234.5
—
234.5
Total other comprehensive income
—
—
—
6.6
—
234.5
—
241.1
Total comprehensive income
—
—
—
1,923.7
—
234.5
—
2,158.2
Transactions with owners of the Company, recognized directly in equity
Issue of ordinary equity shares
1.4
—
24.4
(8.0)
—
—
—
16.4
Dividends paid
—
—
—
(199.5)
—
—
—
(199.5)
Share-based payments
—
—
—
—
—
—
(3.9)
(3.9)
Transfer of exercised and expired share based awards
—
—
—
3.6
—
—
(3.6)
—
Balance at March 31, 2024
1,140.1
6.9
1,404.3
5,899.8
3.5
265.9
33.8
7,614.2
Profit for the year
—
—
—
1,611.6
—
—
—
1,611.6
Other comprehensive loss
Net movements in cash-flow reserve
—
—
—
—
—
(287.2)
—
(287.2)
Total other comprehensive loss
—
—
—
—
—
(287.2)
—
(287.2)
Total comprehensive income/(loss)
—
—
—
1,611.6
—
(287.2)
—
1,324.4
Transactions with owners of the Company, recognized directly in equity
Issue of ordinary equity shares
1.0
—
17.3
(12.4)
—
—
—
4.9
Repurchase of ordinary equity shares
—
—
—
(1,481.7)
—
—
—
(1,481.7)
Cancellation of repurchased shares
(77.2)
(0.5)
—
—
0.5
—
—
—
Dividends paid
—
—
—
(437.7)
—
—
—
(437.7)
Share-based payments
—
—
—
—
—
—
12.8
12.8
Transfer of exercised and expired share based awards
—
—
—
9.0
—
—
(9.0)
—
Balance at March 31, 2025
1,063.9
6.4
1,421.6
5,588.6
4.0
(21.3)
37.6
7,036.9
The accompanying notes are an integral part of the consolidated financial statements.
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RYANAIR GROUP ANNUAL REPORT 2025
Consolidated Statement of Cash Flows
Year ended March 31,
2025
2024
2023
Note
€M
€M
€M
Operating activities
Profit after tax
1,611.6
1,917.1
1,313.8
Adjustments to reconcile profit after tax to net cash from operating activities
Depreciation
2 & 3
1,214.4
1,059.5
923.2
Decrease/(increase) in inventories
5
1.6
(0.2)
(1.7)
Tax expense
12
172.8
210.9
128.7
Share based payments
17
12.8
(3.9)
16.2
Decrease/(increase) in trade receivables
7
2.9
(16.7)
(16.2)
(Increase) in other assets
(585.6)
(359.0)
(482.0)
Increase/(decrease) in trade payables
124.8
(46.4)
31.2
Increase in accrued expenses and other liabilities
948.8
449.6
1,788.9
(Decrease)/increase in provisions
13
(12.2)
(8.3)
33.7
(Increase)/decrease in finance expense
(0.4)
7.9
4.2
Increase in finance income
1.9
3.6
10.4
Foreign exchange and fair value
7.2
(7.1)
144.7 *
Income tax (paid)
12
(84.9)
(49.1)
(4.1)
Net cash from operating activities
3,415.7
3,157.9
3,891.0
Investing activities
Capital expenditure - purchase of property, plant and equipment
(1,552.5)
(2,391.9)
(1,914.7)
Supplier reimbursements for property, plant and equipment
2&11
—
—
127.5
Proceeds from sale of property, plant and equipment
—
—
4.9
(Increase)/decrease in restricted cash
8
(16.7)
13.1
3.2
Decrease/(increase) in financial assets: cash > 3 months
137.7
818.4
(122.1)
Net cash (used in) investing activities
(1,431.5)
(1,560.4)
(1,901.2)
Financing activities
Proceeds from shares issued
4.9
16.4
31.7
Share buyback
(1,477.8)
—
—
Dividends paid
24
(437.7)
(199.5)
—
Repayments of borrowings
(50.0)
(1,100.5)
(1,039.4)
Lease liabilities paid
(36.4)
(42.7)
(46.3)
Net cash (used in) financing activities
(1,997.0)
(1,326.3)
(1,054.0)
(Decrease)/increase in cash and cash equivalents
(12.8)
271.2
935.8
Net foreign exchange differences
0.7
4.9
(5.5)
Cash and cash equivalents at beginning of year
3,875.4
3,599.3
2,669.0
Cash and cash equivalents at end of year
11
3,863.3
3,875.4
3,599.3
Included in the cash flows from operating activities for the year are the following
amounts:
Interest income received
19
135.9
148.4
52.7
Interest expense paid
19
(69.7)
(88.7)
(75.0)
*Includes an exceptional loss of €131m in FY23 attributable to the fair value measurement of jet fuel call options.
The accompanying notes are an integral part of the consolidated financial statements.
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RYANAIR GROUP ANNUAL REPORT 2025
Notes forming part of the Consolidated Financial Statements
1. Basis of preparation and material accounting policies
The accounting policies applied in the preparation of the consolidated financial statements for FY25 are set out
below. These have been applied consistently for all periods presented, except as otherwise stated.
(i) Business activity
Ryanair DAC and its subsidiaries (“Ryanair DAC”) has operated as an international airline since commencing
operations in 1985. On August 23, 1996, Ryanair Holdings Limited, a newly formed holding company, acquired the entire
issued share capital of Ryanair DAC. On May 16, 1997, Ryanair Holdings Limited re-registered as a public limited
company, Ryanair Holdings plc (the “Company”). Ryanair Holdings plc and its subsidiaries are hereafter together referred
to as “Ryanair Holdings plc” (or “we”, “our”, “us”, “Ryanair”, the “Company”, the “Ryanair Group”, or the “Group”) and
currently operate a low-fares airline Group headquartered in Dublin Office, Airside Business Park, Swords, Dublin, Ireland.
Ryanair Holdings plc incorporated Buzz during the year ended March 31, 2018; it acquired Lauda and set up Ryanair UK
during the year ended March 31, 2019 and Malta Air during the year ended March 31, 2020. The principal trading activities
of the Group are undertaken by Buzz, Lauda, Malta Air, Ryanair DAC and Ryanair UK.
(ii) Statement of compliance
In accordance with the International Accounting Standards (“IAS”) Regulation (EC 1606 (2002)) which applies
throughout the European Union (“EU”), the consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) as adopted by the EU (“IFRS as adopted by the EU”), which are
effective for the year ended and as at March 31, 2025. In addition to complying with its legal obligation to comply with
IFRS as adopted by the EU, the consolidated financial statements have been prepared in accordance with IFRS
Accounting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS as issued by the
IASB”). The consolidated financial statements have also been prepared in accordance with the Companies Act 2014.
Details of legislative changes and new accounting standards or amendments to accounting standards, which
are not yet effective and have not been early adopted in these consolidated financial statements, and the likely impact
on future financial statements are set forth below in the prospective accounting changes section.
(iii) Basis of preparation
These consolidated financial statements are presented in euro millions, the euro being the functional currency
of the parent entity and the primary Group companies. They are prepared on the historical cost basis, except for
derivative financial instruments, which are stated at fair value and share-based payments, which are based on fair value
determined as at the grant date of the relevant share options.
The consolidated and company financial statements have been prepared on the going concern basis of
accounting. In adopting the going concern basis in preparing the financial statements, the Directors have considered
Ryanair’s available sources of finance including access to the capital markets, sale and leaseback transactions, secured
debt structures, the Group’s cash on-hand and cash generation and preservation projections, together with factors likely
to affect its future performance, as well as the Group’s principal risks and uncertainties.
Geopolitical events, including the escalation or expansion of hostilities in Ukraine and/or the Middle East and
the escalation of global trade tensions and trade protectionism (including import tariffs), may lead to further trade
restrictions and instability across Europe and worldwide which may affect Ryanair.
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RYANAIR GROUP ANNUAL REPORT 2025
The Directors have reviewed the financial forecasts across a range of scenarios. Ryanair has modeled a base
case assuming the Group achieves its traffic targets in FY26. However, there remains a risk of worsening conditions as
noted above. Accordingly, Ryanair has also modeled downside scenarios that include combinations of a decrease in
yield, worse than expected load factors and adverse variations in fuel price.
As at March 31, 2025, the Group had a strong liquidity position with cash of just under €4.0bn and net cash of
€1.3bn. This level of cash, together with available sources of finance, is sufficient to cover the Group’s projected cash
requirements for operating expenses, capital expenditure, repayments of indebtedness and payment of corporation tax
liabilities as they fall due, within at least the next 12-month period. Furthermore, as at March 31, 2025, Ryanair has 586
unencumbered, owned aircraft (100% of its owned fleet) and a BBB+ (stable) credit rating from both S&P and Fitch
Ratings.
Based on the assessment of the adequacy of the financial forecasts, testing various scenarios and considering
the uncertainties described above, and available sources of finance outlined, the Directors have formed a judgement, at
the time of approving the financial statements, that there is a reasonable expectation that the Company and the Group
as a whole have adequate resources to continue in operational existence for a period of at least twelve months from the
date of approval of the financial statements and that there were no material uncertainties that may cast significant
doubt on the Group’s ability to continue as a going concern. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
(iv) New IFRS standards adopted during the year
The following new and amended standards, have been issued by the IASB, and have also been endorsed by the
EU. These standards are effective for the first time for the financial year beginning on April 1, 2024 and therefore were
applied by the Group for the first time to the FY25 consolidated financial statements:
•
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance
Arrangements (effective on or after January 1, 2024).
•
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current,
Classification of Liabilities as Current or Non-current – Deferral of Effective Date, and Non-current Liabilities with
Covenants (effective on or after January 1, 2024).
•
Amendments to IFRS 16 Leases: Lease Liability in a Sale & Leaseback (effective on or after January 1, 2024).
The adoption of these new or amended standards did not have a material impact on the Group’s financial
position or results for the year ended March 31, 2025, and are not expected to have a material impact on financial periods
thereafter.
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RYANAIR GROUP ANNUAL REPORT 2025
(v) Prospective IFRS accounting changes, new standards and interpretations not yet effective
The following new or revised IFRS standards and IFRIC interpretations will be adopted for the purposes of the
preparation of future financial statements, where applicable. Those that are not, as of yet, EU endorsed are flagged.
While under review, we do not anticipate that the adoption of the other new or revised standards and interpretations will
have a material impact on our financial position or results from operations.
•
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (effective on
or after January 1, 2025).
•
IFRS 18 Presentation and Disclosure in Financial Statements (effective on or after January 1, 2027).*
•
IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective on or after January 1, 2027).*
•
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS
7) (effective on or after January 1, 2026).*
•
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (effective on or after
January 1, 2026).*
•
Annual Improvements Volume 11 (effective on or after January 1, 2026).*
*These standards or amendments to standards are not as of yet EU endorsed.
(vi) Critical accounting policies
The preparation of financial statements in conformity with IFRS requires management to make estimates,
judgements and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. These estimates and associated assumptions are based on historical experience and various
other factors believed to be reasonable under the circumstances, and the results of such estimates form the basis of
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ
materially from these estimates. These underlying assumptions are reviewed on an ongoing basis. A revision to an
accounting estimate is recognized in the period in which the estimate is revised if the revision affects only that period
or in the period of the revision and future periods if these are also affected. Principal sources of estimation uncertainty
have been set forth below. Actual results may differ from estimates.
Critical estimates
Long-lived assets
At March 31, 2025, the Group had €10.92bn of property, plant and equipment long-lived assets, of which
€10.67bn were aircraft related. In accounting for long-lived assets, the Group must make estimates about the expected
useful lives of the assets and the expected residual values of the assets.
In estimating the useful lives and expected residual values of the aircraft component, the Group considered a
number of factors, including its own historic experience and past practices of aircraft disposals, renewal programs,
forecasted growth plans, external valuations from independent appraisers, recommendations from the aircraft supplier
and manufacturer and other industry-available information.
The Group's estimate of each aircraft’s residual value is 15% of market value on delivery, based on independent
valuations and actual aircraft disposals during prior periods, and each aircraft’s useful life is determined to be 23 years.
Revisions to these estimates could be caused by changes to maintenance programs, changes in utilization of
the aircraft, governmental regulations on ageing aircraft, changes in new aircraft technology, changes in governmental
and environmental taxes, geopolitical uncertainties, changes in new aircraft fuel efficiency, changing market prices for
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RYANAIR GROUP ANNUAL REPORT 2025
new and used aircraft of the same or similar types, tariffs and macro economic shocks. The Group therefore evaluates
its estimates and assumptions in each reporting period, and, when warranted, adjusts these assumptions. Any
adjustments are accounted for on a prospective basis through depreciation expense.
Critical judgements
In the opinion of the Directors, the following significant judgements were exercised in the preparation of the
financial statements:
Long-lived assets
On acquisition a judgement is made to allocate an element of the cost of an acquired aircraft to the cost of
major airframe and engine overhauls, reflecting its service potential and the maintenance condition of its engines and
airframe. This cost, which can equate to a substantial element of the total aircraft cost, is amortized over the shorter of
the period to the next maintenance check (usually between 8 and 12 years) or the remaining useful life of the aircraft.
(vii) Basis of consolidation
The consolidated financial statements comprise the financial statements of Ryanair Holdings plc and its
subsidiary undertakings as of March 31, 2025. Subsidiaries are entities controlled by Ryanair. Control exists when
Ryanair is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee.
All inter-company account balances and any unrealized income or expenses arising from intra-group
transactions have been eliminated in preparing the consolidated financial statements.
(viii) Summary of material accounting policies
Accounting for subsidiaries
Subsidiaries are all entities controlled by the Group. The Group controls an entity when it is exposed to (has
rights to) variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. The results of subsidiary undertakings acquired during the year are included in the consolidated income
statement from the date at which control of the entity was obtained. They continue to be included in the consolidated
income statement until control ceases.
Foreign currency translation
Items included in the financial statements of each of the Group entities are measured using the currency of the
primary economic environment in which the entity operates (the “functional currency”). The consolidated financial
statements are presented in euro, which is the functional currency of the parent entity and primary Group entities.
Transactions arising in foreign currencies are translated into the respective functional currencies at the rates of
exchange in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies
are re-translated to euro at the rate of exchange prevailing at the reporting date. Non-monetary assets and liabilities
denominated in foreign currencies are translated to euro at foreign exchange rates in effect at the dates the transactions
were affected. Foreign currency differences arising on retranslation are recognized in profit or loss, except for
differences arising on qualifying cash flow hedges, which are recognized in other comprehensive income.
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RYANAIR GROUP ANNUAL REPORT 2025
Segment reporting
The Group determines and presents operating segments based on the information that internally is provided to
the Group CEO, who is the Company’s Chief Operating Decision Maker (CODM).
The Group comprises five separate airlines, Buzz, Lauda Europe (“Lauda”), Malta Air, Ryanair DAC and Ryanair
UK. Buzz, Malta Air and Lauda do not individually exceed the quantitative thresholds and accordingly are presented on
an aggregate basis as they exhibit similar economic characteristics and their services, activities and operations are
sufficiently similar in nature. The results of these operations are included as ‘Other Airlines.’ The Ryanair DAC segment
incorporates all of the Group's operations, except for those included within ‘Other Airlines’, and is reported as a separate
segment as it exceeds the applicable quantitative thresholds for reporting purposes.
The CODM assesses the performance of the business based on the profit after tax of each airline for the
reporting period. Resource allocation decisions for all airlines are based on airline performance for the relevant period,
with the objective in making these resource allocation decisions being to optimize consolidated financial results.
Income statement classification and presentation
Individual income statement captions have been presented on the face of the income statement, together with
additional line items, headings, and sub-totals, where it is determined that such presentation is relevant to an
understanding of our financial performance, in accordance with IAS 1, “Presentation of Financial Statements”.
Exceptional items are those that in management’s judgment need to be separately disclosed by virtue of their size,
nature or incidence to provide additional information either on a primary statement or in a footnote.
Expenses are classified and presented in accordance with the nature-of-expenses method.
Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Cost may also
include transfers from other comprehensive income of any gain or loss on qualifying cash flow hedges of foreign
currency purchases of property, plant and equipment.
Depreciation is calculated so as to write off the cost, less estimated residual value, of assets on a straight-line
basis over their expected useful lives at the following annual rates:
Rate of
Depreciation
Hangar and buildings
3.33 to 5 %
Plant and equipment (excluding aircraft)
20 to 33.3 %
Fixtures and fittings
20 %
Motor vehicles
33.3 %
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RYANAIR GROUP ANNUAL REPORT 2025
Aircraft
An element of the cost of an acquired aircraft is attributed on acquisition to its service potential, reflecting the
maintenance condition of its engines and airframe. This cost, which can equate to a substantial element of the total
aircraft cost, is amortized over the shorter of the period to the next maintenance check (usually between 8 and 12 years
for Boeing 737 aircraft) or the remaining life of the aircraft. The costs of subsequent major airframe and engine
maintenance checks are capitalized and amortized over the shorter of the period to the next check or the estimated
remaining life of the aircraft.
The remaining aircraft components are depreciated over their estimated useful lives to estimated residual
values. The estimates of useful lives and residual values at year-end are:
Number of Owned Aircraft
Aircraft Type
at March 31, 2025
Useful Life
Residual Value
Boeing 737s *
586
23 years from date of
manufacture
15% of market value of new
aircraft on delivery, determined
periodically
*Including 176 new Boeing 737-8200s
The Group’s estimate of each aircraft’s residual value is 15% of market value on delivery, based on independent
valuations and actual aircraft disposals during prior periods.
Advance and option payments in respect of aircraft purchase commitments and options to acquire aircraft are
recorded at cost and are initially recognized in Trade Payables prior to payment. On acquisition of the related aircraft,
these payments are included as part of the cost of aircraft and are depreciated from that date. Where the Company
receives reimbursements from the supplier in respect of aircraft purchases, they are reflected as a reduction in the cost
of the asset.
Rotable spare parts held by the Company are classified as property, plant and equipment if they are expected
to be used over more than one period.
Gains and losses on disposal of items of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized on a net basis
within other income/(expense) in profit or loss.
The Group evaluates, at the end of each reporting period, whether there is any indication that its aircraft may be
impaired. Factors that may indicate potential impairment include, but are not limited to, a significant decrease in the
market value of an aircraft based on observable information, a significant change in an aircraft’s physical condition and
operating or cash flow losses associated with the use of the aircraft.
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RYANAIR GROUP ANNUAL REPORT 2025
Aircraft maintenance costs
The accounting for the cost of providing major airframe and certain engine maintenance checks for owned
aircraft is described in the accounting policy for property, plant and equipment.
For aircraft held under lease agreements, Ryanair is contractually committed to either return the aircraft in a
certain condition or to compensate the lessor based on the actual condition of the airframe, engines and life-limited
parts upon return. In order to fulfill such conditions of the lease, maintenance, in the form of major airframe overhaul,
engine maintenance checks, and restitution of major life-limited parts, is required to be performed during the period of
the lease and upon return of the aircraft to the lessor. The estimated airframe and engine maintenance costs and the
costs associated with the restitution of major life-limited parts, are provided for over the lease term for this contractual
obligation, based on the present value of the estimated future cost of the major airframe overhaul, engine maintenance
checks, and restitution of major life-limited parts, calculated by reference to the number of hours flown or cycles
operated during the year. A portion of this provision is offset against the right of use asset, which is immediately
depreciated as the liability is incurred as the aircraft is flown. The remaining portion of the provision, relating to normal
wear and tear, is charged directly to the income statement.
All other maintenance costs, other than major airframe overhaul, engine maintenance checks, and restitution of
major life-limited parts costs associated with leased aircraft, are expensed as incurred.
Intangible assets - landing rights
Intangible assets acquired are recognized to the extent it is considered probable that expected future benefits
will flow to the Company and the associated costs can be measured reliably. Landing rights acquired as part of a
business combination are capitalized at fair value at that date and are not amortized, where those rights are considered
to be indefinite. The carrying values of those rights are reviewed for impairment at each reporting date and are subject
to impairment testing when events or changes in circumstances indicate that carrying values may not be recoverable.
No impairment to the carrying values of the Company’s intangible assets has been recorded to date.
Financial assets: cash > 3 months
Other financial assets comprise cash deposits of greater than three months’ maturity at commencement. All
amounts are categorized as amortized cost and are recognized initially at fair value and then subsequently are measured
at amortized cost, using the effective interest method in the balance sheet.
Derivative financial instruments
The Group uses various derivative financial instruments to manage its exposure to market risks, including the
risks relating to fluctuations in commodity prices and currency exchange rates. Ryanair uses forward swap contracts
and options for the purchase of its jet fuel (jet kerosene) and forward contracts for carbon credit (Emission Trading
Scheme) requirements to reduce its exposure to commodity price risk. It also uses foreign currency forward contracts
to reduce its exposure to risks related to foreign currencies, principally the U.S. dollar exposure associated with the
purchase of new Boeing 737-8200 aircraft and the U.S. dollar exposure associated with the purchase of jet fuel.
The Group’s derivative financial instruments are measured at fair value and recognised as either assets or
liabilities in its consolidated balance sheet.
All derivatives are designated as cash flow hedges on inception. With the exception of the time value of jet fuel
call options, all gains and losses are taken to other reserves. The time value of jet fuel call options is excluded from the
designated hedging instrument, with movements in time value recognised in the income statement. At March 31, 2025,
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RYANAIR GROUP ANNUAL REPORT 2025
a net asset of €87m (2024: net asset of €144m) was recognised on balance sheet in respect of the Group’s foreign
currency derivative instruments associated with future jet fuel purchases and aircraft additions, and a net liability of
€205m (2024: net asset of €27m) was recognised in respect of its commodity derivative instruments associated with
fuel and carbon operating expenses.
In determining the hedge effectiveness of derivative instruments used to hedge Ryanair’s fuel requirements,
there is significant judgement involved in assessing whether the volumes of jet fuel hedged are still expected to be
highly probable forecast transactions. Specifically, significant judgement is required in respect of the assumptions
related to the future number of sectors and sector length. All of these assumptions impact upon forecast fuel
consumption, and changes to these assumptions could have a significant effect on the assessment of hedge
effectiveness.
In respect of foreign currency hedge effectiveness for future aircraft purchases, there is a high degree of
judgement involved in assessing whether the future aircraft payments are still considered highly probable of occurring,
and the timing of these future payments for aircraft. The timing of future payments for aircraft is dependent on the
aircraft manufacturer’s ability to meet forecast aircraft delivery schedules.
As at March 31, 2025 the Group had entered into jet fuel forward swap contracts covering approximately 77%
of its estimated requirements for FY26. The Group believes these hedges to be effective for hedge accounting purposes.
Trade and other receivables and payables
Trade and other receivables and payables are stated on initial recognition at fair value plus any incremental
direct costs and subsequently at amortized cost, net (in the case of receivables) of any impairment losses, which
approximates fair value given the short-dated nature of these assets and liabilities.
Cash and cash equivalents
Cash represents cash held at banks and available on demand and is categorized for measurement purposes as
amortized cost.
Cash equivalents are money market funds and other current asset investments (other than cash) that are readily
convertible into known amounts of cash, typically cash deposits of more than one day but less than three months at the
date of purchase. Deposits with maturities greater than three months but less than one year are recognized as short-
term investments, are measured at amortized cost and are carried initially at fair value and then subsequently at
amortized cost, using the effective-interest method.
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RYANAIR GROUP ANNUAL REPORT 2025
EU Emissions Trading System and UK Emissions Trading Scheme (“ETS”)
The EU Emissions Trading System and UK Emissions Trading Scheme (“ETS”), are cap-and-trade systems for
CO2 emissions to encourage industries to improve their CO2 efficiency. On an annual basis, the Group surrenders
allowances, received via a mixture of free allocations from governing bodies and carbon credits purchased in the
external market, to cover carbon emissions. The Group recognizes the cost associated with the purchase of carbon
credits as part of the ETS as an expense in the income statement within ‘Operating expenses – fuel and oil’. This expense
is recognized in line with fuel consumed during the fiscal year as the Group’s carbon emissions and fuel consumptions
are directly linked.
ETS allowances are recognized and measured at cost, as follows:
a)
Allowances received from governing bodies for free – a nil amount is recognized.
b)
Carbon credits purchased in the external market – are recognized at their purchase price as a
prepayment and are presented within ‘Other assets’ on the Group’s balance sheet.
A liability is recognized when carbon emissions produced exceed the allowances received from governing
bodies. These excess emissions produced by the Group are measured at fair value, reflecting the expenditure required
to settle the present obligation at the reporting date. The liability is presented within ‘Accrued expenses and other
liabilities’ on the Group’s balance sheet.
In the Consolidated Statement of Cash Flows, ETS allowances purchased are reflected within operating
activities as an increase in other assets.
As noted on pages 296 and 297, the Group’s fuel risk management policy includes hedging of ETS exposures.
The Group had purchased sufficient carbon credits to satisfy the FY25 emissions and as such, the cost of emissions is
not deemed to represent a major source of estimation uncertainty.
Interest-bearing loans and borrowings
All loans and borrowings are initially recorded at fair value, being the fair value of the consideration received,
net of attributable transaction costs. Subsequent to initial recognition, non-current interest-bearing loans are measured
at amortized cost, using the effective interest rate methodology.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or
contains a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
uses the definition of a lease in IFRS 16.
Right of use assets and lease liabilities are recognized based on the present value of the future lease payments
over the lease term at commencement date. In determining the net present value of lease payments, the Group uses its
incremental borrowing rate based on information available at the lease commencement date. The right of use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at
or before the commencement date, plus any initial direct costs incurred.
279
RYANAIR GROUP ANNUAL REPORT 2025
The Group recognizes a depreciation charge for right of use assets on a straight-line basis over the lease term
within depreciation expenses, and an interest expense on lease liabilities within finance expenses in the Group’s
consolidated income statement. In addition, the right of use asset is periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability.
The lease liability is measured at amortized cost using the effective interest method. The interest rate implicit
in the lease cannot be readily determined, and therefore the incremental borrowing rate of the Group has been used. The
incremental borrowing rate is determined by reference to the borrowing rate the Group would be offered if it took out a
securitized loan from a third-party financial institution for a similar amount and similar period. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment
of whether it will exercise a purchase, extension or termination option, if there is a revised in-substance fixed lease
payment or if there is a contract modification. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right of use asset or is recorded in profit or loss if the carrying amount
of the right of use asset has been reduced to zero.
The Group has lease agreements for aircraft with lease and non-lease components, which the Group has elected
to account for as a single lease component.
The Group has elected to take the short-term lease exemption and, therefore, does not recognize a right of use
asset or corresponding liability for lease arrangements with an original term of 12 months or less. Lease payments
associated with short-term leases are recognized in the Group’s consolidated income statement on a straight-line basis
over the lease term.
The Group has elected to take the low value lease exemption and, therefore, does not recognize a right of use
asset or corresponding liability for lease arrangements for which the underlying value is of low value. Lease payments
associated with these leases are recognized in the Group’s consolidated income statement on a straight-line basis over
the lease term.
Provisions and contingencies
A provision is recognized in the balance sheet when there is a present legal or constructive obligation as a result
of a past event, and it is probable that an outflow of economic benefit will be required to settle the obligation. If the
effect is material, provisions are determined by discounting the expected future outflow at a pre-tax rate that reflects
current market assessments of the time value of money and, when appropriate, the risks specific to the liability.
The Group assesses the likelihood of any adverse outcomes to contingencies, as well as probable losses. We
record provisions for such contingencies when it is probable that a liability will be incurred and the amount of the loss
can be reasonably estimated. A contingent liability is disclosed where the existence of the obligation will only be
confirmed by future events, or where the amount of the obligation cannot be measured with reasonable reliability.
Provisions are re-measured at each reporting date based on the best estimate of the settlement amount.
Revenues
Scheduled revenues relate to the sale of flight seats and associated direct flight fees, including baggage fares
and change fees. Scheduled revenues are measured at the amount paid by the passenger, net of taxes, and recognized
within unearned revenue at the time of booking. Scheduled revenues are recognized within the income statement at the
point in time when the flight service is provided (i.e. when the flight takes place).
280
RYANAIR GROUP ANNUAL REPORT 2025
Ancillary revenues relate to activities connected with the flight service, including priority boarding, allocated
seating and in-flight sales of merchandise. These services are recognized when the performance obligations have been
satisfied which, as the majority of the ancillary services are related to passenger flight travel, is at the point in time when
the flight service is provided.
The Group has determined it is an agent in relation to associated flight services including car hire, travel
insurance, accommodation, airport transfer and parking and airport fast track services as the obligation is to arrange
for the services to be provided by a third party and therefore revenue is mainly recognized at the point in time when the
service is arranged. This is predominately at the time of booking by the passenger.
Where a flight is cancelled, a passenger is entitled to a cash refund, a voucher for a future flight, or to re-schedule
the cancelled flight. Additionally, gift vouchers may be purchased by passengers. Where a voucher is issued, a liability
for the amount paid by the passenger is recognized in full and held within unearned revenue until the voucher is utilized
against a future flight, when it expires, or when it is probable that it will expire unexercised.
Accordingly, unearned revenue, which is presented as a contract liability within the balance sheet, represents
flight seats sold but not yet flown and where a voucher for a future flight has been issued. Unearned revenue is included
in accrued expenses and other liabilities.
Where the Group expects to refund some, or all, of the amount paid for a flight service, for instance where a
flight is cancelled, a refund liability is recognized for the full amount payable. This is recognized within unearned revenue
and included in accrued expenses and other liabilities.
Share-based payments
The Company engages in equity-settled, share-based payment transactions in respect of services received from
certain employees as part of the Option Plan 2013 and the LTIP 2019 (collectively “equity settled transactions”). The fair
value of the services received is measured by reference to the fair value of the equity settled transactions on the date
of the grant. The grant measurement date is the date that a shared understanding of the terms of the award is
established between the Company and the employee. The cost of the employee services received in respect of the equity
settled transactions granted is recognized in the income statement over the period that the services are received, which
is the vesting period, with a corresponding increase in equity. To the extent that service is provided prior to the grant
measurement date, the fair value of the equity settled transaction is initially estimated and re-measured at each reporting
date until the grant measurement date is achieved. The fair value of the market conditions related to equity settled
transactions granted is determined using a binomial lattice option-pricing model, which takes into account the exercise
price of the equity settled transactions, the current share price, the risk-free interest rate, the expected volatility of the
Ryanair Holdings plc share price over the life of the equity settled transaction, employee early exercise behavior and
other relevant factors. Non-market vesting conditions are included in the assumptions about the number of equity
settled transactions that are expected to vest. At each reporting date, the Company revises its estimates of the number
of options/conditional shares that are likely to vest as a result of non-market conditions. Where the share-based
payments give rise to the issue of new share capital, the proceeds received by the Company are credited to share capital
(nominal value) and share premium (where applicable) when the share entitlements are exercised.
The Group recognizes the effect of modifications that increase the total fair value of the share-based payment
arrangement. The incremental fair value granted is included in the measurement of the amount recognized for services
received over the period from the modification date until the date when the modified equity-settled share-based
payments transactions vest.
281
RYANAIR GROUP ANNUAL REPORT 2025
Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. It is recognized in the income
statement except to the extent that it relates to items recognized directly in equity or other comprehensive income
(“OCI”). The Group has determined that the interest and penalties related to uncertain income tax treatments do not
meet the definition of income taxes, and therefore accounted for them under IAS 37 - Provisions, Contingent Liabilities
and Contingent Assets.
Current Tax
Current tax comprises the expected tax payable and receivable on the taxable income or loss for the year and
any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to
income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax
also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred Tax
Deferred income tax is provided, using the liability method, on temporary differences arising from the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is
determined using tax rates and legislation enacted or substantively enacted by the reporting date and expected to apply
when the temporary differences reverse. Deferred income tax is not recognized in relation to tax laws that implement
the Pillar Two model rules published by the Organisation for Economic Co-operation and Development, including tax law
that implements qualified domestic minimum top-up taxes under those rules.
The following temporary differences are not provided for: (i) the initial recognition of assets and liabilities that
effect neither accounting nor taxable profit and (ii) differences relating to investments in subsidiaries to the extent that
it is probable they will not reverse in the future.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available
against which temporary differences can be utilized. The carrying amounts of deferred tax assets are reviewed at each
reporting date and reduced to the extent that it is no longer probable that a sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be realized.
Tax liabilities are based on the best estimate of the likely obligation at each reporting period. These estimates
are subject to revision based on the outcome of tax audits and discussions with revenue authorities that can take several
years to conclude.
Social insurance, passenger taxes and sales taxes
Social insurance, passenger taxes and sales taxes are recorded as a liability based on laws enacted in the
jurisdictions to which they relate. Liabilities are recorded when an obligation has been incurred.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary
shares and share options are recognized as a deduction from equity, net of any tax effects. When share capital
recognized as equity is repurchased, the amount of consideration paid, which includes any directly attributable costs,
net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares
and are presented as a deduction from total equity, until they are canceled.
282
RYANAIR GROUP ANNUAL REPORT 2025
Dividend distributions are recognized as a liability in the period in which the dividends are approved by the
Company’s shareholders.
2. Property, plant and equipment
Hangar and Plant and Fixtures and Motor
Aircraft Buildings Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March 31, 2025
Cost
At March 31, 2024
16,422.1
204.5
144.9
94.3
3.6 16,869.4
Additions in year
1,175.2
19.1
22.1
11.2
0.2
1,227.8
Disposals in year
(528.3)
—
—
(7.3)
—
(535.6)
At March 31, 2025
17,069.0
223.6
167.0
98.2
3.8 17,561.6
Depreciation
At March 31, 2024
5,809.8
48.6
81.9
78.5
3.6
6,022.4
Charge for year
1,118.2
6.4
16.6
9.8
0.1
1,151.1
Eliminated on disposal
(528.3)
—
—
(7.3)
—
(535.6)
At March 31, 2025
6,399.7
55.0
98.5
81.0
3.7
6,637.9
Net book value
At March 31, 2025
10,669.3
168.6
68.5
17.2
0.1 10,923.7
Hangar and Plant and Fixtures and Motor
Aircraft Buildings Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March 31, 2024
Cost
At March 31, 2023
15,124.8
155.3
148.3
92.0
5.4 15,525.8
Additions in year
2,073.6
49.3
23.9
12.3
0.1
2,159.2
Supplier Reimbursements (Note 11)*
(226.8)
—
—
—
—
(226.8)
Disposals in year
(549.5)
(0.1)
(27.3)
(10.0)
(1.9)
(588.8)
At March 31, 2024
16,422.1
204.5
144.9
94.3
3.6 16,869.4
Depreciation
At March 31, 2023
5,393.0
43.2
93.8
81.5
5.4
5,616.9
Charge for year
966.3
5.5
15.4
7.0
0.1
994.3
Eliminated on disposal
(549.5)
(0.1)
(27.3)
(10.0)
(1.9)
(588.8)
At March 31, 2024
5,809.8
48.6
81.9
78.5
3.6
6,022.4
Net book value
At March 31, 2024
10,612.3
155.9
63.0
15.8
— 10,847.0
283
RYANAIR GROUP ANNUAL REPORT 2025
Hangar and Plant and Fixtures and Motor
Aircraft Buildings Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March 31, 2023
Cost
At March 31, 2022
13,725.8
134.9
138.6
85.4
5.3 14,090.0
Additions in year
1,747.0
20.4
9.8
6.6
0.1
1,783.9
Supplier Reimbursements (Note 11)*
(127.5)
—
—
—
—
(127.5)
Disposals in year
(220.5)
—
(0.1)
—
—
(220.6)
At March 31, 2023
15,124.8
155.3
148.3
92.0
5.4 15,525.8
Depreciation
At March 31, 2022
4,795.0
39.3
78.9
76.5
5.2
4,994.9
Charge for year
815.5
3.9
14.8
4.8
0.2
839.2
Eliminated on disposal
(217.5)
—
0.1
0.2
—
(217.2)
At March 31, 2023
5,393.0
43.2
93.8
81.5
5.4
5,616.9
Net book value
At March 31, 2023
9,731.8
112.1
54.5
10.5
—
9,908.9
At March 31, 2025, aircraft with a net book value of €nil (2024: €nil; 2023: €102m) were mortgaged to lenders
as security for loans.
*Reimbursements related to reasonable, and fair, compensation agreed with Boeing for the delivery delay of the
Boeing 737-8200 aircraft and is recorded as a reduction in PPE above.
284
RYANAIR GROUP ANNUAL REPORT 2025
3.
Right of use assets & lease liabilities
Year ended March 31,
Leases under IFRS 16 recognized in Consolidated Income Statement
2025
2024
2023
€M
€M
€M
Interest on lease liabilities
9.0
8.8
6.8
Depreciation charge
63.3
65.2
84.0
Lease charge for the year
72.3
74.0
90.8
At March 31,
Right of use-assets
2025
2024
2023
Balance at beginning of year
166.5
209.1
133.7
Depreciation charge for the year
(63.3)
(65.2)
(84.0)
Additions
22.8
22.6
47.2
Modification of leases*
22.5
—
112.2
Balance at end of year
148.5
166.5
209.1
At March 31,
Lease Liabilities
2025
2024
2023
Balance at beginning of year
164.6
206.3
138.3
Additions
—
—
9.9
Financing cash outflows from lease liabilities
(46.9)
(51.5)
(58.9)
Interest expense
9.0
8.8
6.8
Modification of leases*
22.5
—
112.2
Exchange movements
(0.1)
1.0
(2.0)
Balance at end of year
149.1
164.6
206.3
At March 31,
Lease Liabilities
2025
2024
2023
Current lease liability
37.7
39.4
43.2
Non-current lease liability
111.4
125.2
163.1
Total lease liabilities at end of year
149.1
164.6
206.3
A maturity analysis of our lease liabilities as at March 31, 2025 has been disclosed within Note 11.
* Relates to the extension of 3 Airbus A320 leases during FY25 and 24 Airbus A320 leases during FY23.
285
RYANAIR GROUP ANNUAL REPORT 2025
4.
Intangible assets
At March 31,
2025
2024
2023
Landing rights
€M
€M
€M
Balance at beginning of year
146.4
146.4
146.4
Balance at end of year
146.4
146.4
146.4
Landing slots were acquired with the acquisition of Buzz Stansted Limited in April 2003 and Lauda in FY19.
As these landing slots have no expiry date and are expected to be used in perpetuity, they are considered to be
of indefinite life and accordingly are not amortized. The Company also considers that there has been no impairment of
the value of these rights to date. The recoverable amount of these rights has been determined on a value-in-use basis,
using discounted cash flow projections for a twenty year period for each route that has an individual landing right. The
calculation of value-in-use is most sensitive to the operating margin and discount rate assumptions. Operating margins
are based on the existing margins generated from these routes and adjusted for any known trading conditions. The
trading environment is subject to both regulatory and competitive pressures that can have a material effect on the
operating performance of the business. Foreseeable events, however, are unlikely to result in a change of projections of
a significant nature so as to result in the landing rights’ carrying amounts exceeding their recoverable amounts. These
projections have been discounted based on the estimated discount rate applicable to the asset of approximately 9% for
2025, 11% for 2024 and 13% for 2023.
5. Inventories
At March 31,
2025
2024
2023
€M
€M
€M
Consumables
4.6
6.2
6.0
6. Other assets
At March 31,
2025
2024
2023
€M
€M
€M
Prepayments and other assets*
2,107.6
1,451.9
1,037.2
Interest receivable
4.8
6.7
10.3
2,112.4
1,458.6
1,047.5
*Included in prepayments and other assets are amounts due after 1 year of approximately €262m (2024: €183m; 2023: €169m). Prepayments
include €1,330m (2024: €920m; 2023: €514m) pertaining to EU ETS carbon credits to be utilized within 1 year.
286
RYANAIR GROUP ANNUAL REPORT 2025
7. Trade receivables
At March 31,
2025
2024
2023
€M
€M
€M
Trade receivables
73.5
76.4
59.7
73.5
76.4
59.7
All amounts fall due within one year.
There has been no change to the allowance for impairment during the year (2024: €nil 2023: €nil). There were
no bad debt write-offs in the year (2024: €nil; 2023: €nil).
At March 31, 2025, €10m (2024: €13m; 2023: €5m) of the accounts receivable balance were past due, of which
€nil (2024: €nil; 2023: €nil) was impaired. The expected credit loss was considered immaterial.
8. Restricted cash
Restricted cash consists of approximately €23m (2024: €6m; 2023: €20m) placed in escrow accounts for certain
legal cases and appeals (which accounts for the majority of the balance).
9. Trade payables
At March 31,
2025
2024
2023
€M
€M
€M
Trade payables - Current
702.0
792.2
1,065.5
702.0
792.2
1,065.5
Trade payables primarily relates to amounts that are payable at various dates in the three months after the end
of the financial year in accordance with the creditors’ usual and customary credit terms.
287
RYANAIR GROUP ANNUAL REPORT 2025
10. Accrued expenses and other liabilities
At March 31,
2025
2024
2023
€M
€M
€M
Accruals
1,953.5
1,603.1
1,276.6
Indirect tax and duties
793.7
725.5
720.4
Unearned revenue (contract liabilities)
3,432.2
2,899.0
2,786.5
6,179.4
5,227.6
4,783.5
Contract liabilities comprise:
At March 31,
2025
2024
2023
€M
€M
€M
Opening contract liabilities
2,899.0
2,786.5
1,554.2
Revenue deferred during the year
13,637.4
12,840.8
11,343.0
Revenue recognized during the year
(13,104.2)
(12,728.3)
(10,110.7)
Closing contract liabilities
3,432.2
2,899.0
2,786.5
Indirect tax and duties comprise:
At March 31,
2025
2024
2023
€M
€M
€M
PAYE (payroll taxes)
39.4
31.6
22.5
Other tax (principally air passenger duty in various countries)
754.3
693.9
697.9
793.7
725.5
720.4
Creditors for tax and social insurance are payable in the timeframe set out in the relevant legislation.
11.
Financial instruments – Fair values and risk management
The Company utilizes financial instruments to reduce exposures to market risks throughout its business.
Borrowings, cash and cash equivalents and liquid investments are used to finance the Company’s operations. The
Company uses derivative financial instruments, principally jet fuel derivatives, options and forward foreign exchange
contracts to manage commodity risks and currency exposures and to achieve the desired profile of fixed and variable
rate borrowings and leases in appropriate currencies. It is the Company’s policy that no speculative trading in financial
instruments shall take place.
The main risks attaching to the Company’s financial instruments, the Company’s strategy and approach to
managing these risks, and the details of the derivatives employed to hedge against these risks have been disclosed in
this note.
(a)
Accounting classifications and fair values
The following tables show the carrying amounts and fair values of financial assets and financial liabilities, by
class and category, as at March 31, 2025, 2024 and 2023. It does not include fair value information for financial assets
and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value
(including cash and cash equivalents, financial assets: cash > 3 months, restricted cash, trade receivables, trade
payables and accrued expenses).
288
RYANAIR GROUP ANNUAL REPORT 2025
The carrying value and fair value of the Company’s financial assets by class and category at March 31, 2025,
2024 and 2023 were as follows:
Assets at
Cash-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedges
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March 31, 2025
Cash and cash equivalents
3,863.3
—
—
3,863.3
Financial asset: cash > 3 months
100.1
—
—
100.1
Restricted cash
23.1
—
—
23.1
Derivative financial instruments:
- U.S. dollar currency forward contracts
—
90.2
—
90.2
90.2
- Jet fuel & carbon derivative contracts
—
19.6
—
19.6
19.6
Trade receivables
73.5
—
—
73.5
Total financial assets at March 31, 2025
4,060.0
109.8
—
4,169.8
109.8
Assets at
Cash-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedges
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March 31, 2024
Cash and cash equivalents
3,875.4
—
—
3,875.4
Financial asset: cash > 3 months
237.8
—
—
237.8
Restricted cash
6.4
—
—
6.4
Derivative financial instruments:
- U.S. dollar currency forward contracts
—
147.2
—
147.2
147.2
- Jet fuel & carbon derivative contracts
—
205.6
—
205.6
205.6
- Jet fuel options
—
—
—
—
- Cross-currency swaps
—
—
—
—
Trade receivables
76.4
—
—
76.4
Total financial assets at March 31, 2024
4,196.0
352.8
—
4,548.8
352.8
Assets at
Cash-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedges
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March 31, 2023
Cash and cash equivalents
3,599.3
—
—
3,599.3
Financial asset: cash > 3 months
1,056.2
—
—
1,056.2
Restricted cash
19.5
—
—
19.5
Derivative financial instruments:
- U.S. dollar currency forward contracts
—
279.4
—
279.4
279.4
- Jet fuel & carbon derivative contracts
—
49.6
—
49.6
49.6
- Jet fuel options
—
14.1
—
14.1
14.1
- Cross-currency swaps
—
3.6
—
3.6
3.6
Trade receivables
59.7
—
—
59.7
Total financial assets at March 31, 2023
4,734.7
346.7
—
5,081.4
346.7
289
RYANAIR GROUP ANNUAL REPORT 2025
The carrying values and fair values of the Company’s financial liabilities by class and category were as
follows:
Liabilities at
Fair value
Total
Amortized
Cash-Flow
through
Carrying
Total Fair
Cost
Hedges
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March 31, 2025
Current maturities of debt
848.4
—
—
848.4
850.3
Non-current maturities of debt
1,685.2
—
—
1,685.2
1,661.4
Derivative financial instruments:
-U.S. dollar currency forward contracts
—
2.7
—
2.7
2.7
-Jet fuel & carbon derivative contracts
—
224.5
—
224.5
224.5
Trade payables (Current)
702.0
—
—
702.0
Accrued expenses
1,953.5
—
—
1,953.5
Lease liabilities - right of use
149.1
—
—
149.1
Total financial liabilities at March 31, 2025
5,338.2
227.2
—
5,565.4
2,738.9
Liabilities at
Fair value
Total
Amortized
Cash-Flow
through
Carrying
Total Fair
Cost
Hedges
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March 31, 2024
Current maturities of debt
50.0
—
—
50.0
50.0
Non-current maturities of debt
2,532.2
—
—
2,532.2
2,460.3
Derivative financial instruments:
-U.S. dollar currency forward contracts
—
3.3
—
3.3
3.3
-Jet fuel & carbon derivative contracts
—
178.8
—
178.8
178.8
Trade payables (Current)
792.2
—
—
792.2
Accrued expenses
1,603.1
—
—
1,603.1
Lease liabilities - right of use
164.6
—
—
164.6
Total financial liabilities at March 31, 2024
5,142.1
182.1
—
5,324.2
2,692.4
Liabilities at
Fair value
Total
Amortized
Cash-Flow
through
Carrying
Total Fair
Cost
Hedges
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March 31, 2023
Current maturities of debt
1,056.7
—
—
1,056.7
1,051.7
Non-current maturities of debt
2,853.2
—
—
2,853.2
2,740.7
Derivative financial instruments:
-U.S. dollar currency forward contracts
—
48.0
—
48.0
48.0
-Jet fuel & carbon derivative contracts
—
349.8
—
349.8
349.8
Trade payables (Current)
1,065.5
—
—
1,065.5
Trade payables (Non-current)
—
—
—
—
Accrued expenses
1,276.6
—
—
1,276.6
Lease liabilities - right of use
206.3
—
—
206.3
Total financial liabilities at March 31, 2023
6,458.3
397.8
—
6,856.1
4,190.2
290
RYANAIR GROUP ANNUAL REPORT 2025
(b)
Measurement of fair values
Valuation techniques
Financial instruments measured at fair value in the balance sheet are categorized by the type of valuation
method used.
The different valuation levels are defined as follows:
•
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can
access at the measurement date.
•
Level 2: Inputs other than quoted prices included within Level 1 that are observable for that asset or liability,
either directly or indirectly.
•
Level 3: Significant unobservable inputs for the asset or liability.
The following paragraphs describe the valuation techniques used in measuring Level 2 fair values for each
material class of financial instruments in the consolidated balance sheet, as well as the significant unobservable inputs
used.
Financial instruments measured at fair value
Derivatives – interest rate swaps: Discounted cash flow analyses have been used to determine their fair value,
taking into account current market inputs and rates. The Group’s credit risk and counterparty’s credit risk is taken into
account when establishing fair value (Level 2).
Derivatives – currency forwards, jet fuel forward swap contracts and carbon contracts: A comparison of the
contracted rate to the market rate for contracts providing a similar risk profile at March 31, 2025 has been used to
establish fair value. The Group’s credit risk and counterparty’s credit risk is taken into account when establishing fair
value (Level 2).
Derivatives – jet fuel call options: The fair value of jet fuel call options is determined based on standard option
pricing valuation models (Level 2).
Financial instruments not measured at fair value
Long-term debt: The repayments which Ryanair is committed to make have been discounted at the relevant
market rates of interest applicable (including credit spreads) at the relevant reporting year end date to arrive at a fair
value representing the amount payable to a third party to assume the obligations.
Trade payables: The value of trade payables has not been discounted as the effects of discounting would not
be material.
291
RYANAIR GROUP ANNUAL REPORT 2025
Level 1
Level 2
Level 3
Total
€M
€M
€M
€M
At March 31, 2025
Derivative assets measured at fair value for risk management purposes
U.S. dollar currency forward contracts
—
90.2
—
90.2
Jet fuel & carbon derivative contracts
—
19.6
—
19.6
—
109.8
—
109.8
Derivative liabilities measured at fair value for risk management purposes
U.S. currency forward contracts
—
2.7
—
2.7
Jet fuel & carbon derivative contracts
—
224.5
—
224.5
—
227.2
—
227.2
Financial liabilities not measured at fair value
Debt
—
2,511.7
—
2,511.7
—
2,511.7
—
2,511.7
Total
—
2,848.7
—
2,848.7
Level 1
Level 2
Level 3
Total
€M
€M
€M
€M
At March 31, 2024
Derivative assets measured at fair value for risk management purposes
U.S. dollar currency forward contracts
—
147.2
—
147.2
Cross-currency swaps
—
—
—
—
Jet fuel & carbon derivative contracts
—
205.6
—
205.6
—
352.8
—
352.8
Derivative liabilities measured at fair value for risk management purposes
U.S. currency forward contracts
—
3.3
—
3.3
Jet fuel & carbon derivative contracts
—
178.8
—
178.8
—
182.1
—
182.1
Financial liabilities not measured at fair value
Debt
—
2,510.3
—
2,510.3
—
2,510.3
—
2,510.3
Total
—
3,045.2
—
3,045.2
Level 1
Level 2
Level 3
Total
€M
€M
€M
€M
At March 31, 2023
Derivative assets measured at fair value for risk management purposes
U.S. dollar currency forward contracts
—
279.4
—
279.4
Jet fuel & carbon derivative contracts
—
63.7
—
63.7
Cross-currency swaps
—
3.6
—
3.6
—
346.7
—
346.7
Derivative liabilities measured at fair value for risk management purposes
U.S. currency forward contracts
—
48.0
—
48.0
Jet fuel & carbon derivative contracts
—
349.8
—
349.8
—
397.8
—
397.8
Financial liabilities not measured at fair value
Debt
—
3,792.4
—
3,792.4
—
3,792.4
—
3,792.4
Total
—
4,536.9
—
4,536.9
292
RYANAIR GROUP ANNUAL REPORT 2025
Transfers between Levels 1 and 2 and transfers out of Level 3
During the years ended March 31, 2025, 2024 and 2023 there were no transfers between Level 1 and Level 2
fair-value measurements, and no transfers into or out of Level 3 fair-value measurement.
(c)
Financial risk management
Risk management framework
The Audit Committee has responsibility for monitoring the treasury policies and procedures of the Group, which
include controls over the procedures used to manage the main financial risks arising from the Group’s operations. Such
risks comprise market risks including commodity price, foreign exchange and interest rate risks, credit risk and liquidity
risk. The Group uses various derivative financial instruments to manage its exposure to market risks, including the risks
relating to fluctuations in commodity prices and currency exchange rates. Ryanair uses forward swap contracts and call
options for the purchase of its jet fuel (jet kerosene) and carbon credit (Emission Trading System) requirements to
reduce its exposure to commodity price risk. It also uses foreign currency forward contracts to reduce its exposure to
risks related to foreign currencies, principally the U.S. dollar exposure associated with the purchase of new Boeing 737
aircraft and the U.S. dollar exposure associated with the purchase of jet fuel. At March 31, 2025 all derivatives are
designated as cash flow hedges. With the exception of the time value of jet fuel call options, all gains and losses are
taken to other reserves. The time value of jet fuel call options is excluded from the designated hedging instrument, with
movements in time value recognized in the income statement.
Market risk
Ryanair is exposed to market risks relating to fluctuations in commodity prices, interest rates and currency
exchange rates. The objective of financial risk management at Ryanair is to minimize the impact of commodity price,
interest rate and foreign exchange rate fluctuations on the Company’s earnings, cash flows and equity.
The Group uses derivatives to manage market risks. All such transactions are carried out within the guidelines
set by the Audit Committee. Generally, the Group seeks to apply hedge accounting to manage volatility in profit or loss.
Currency risk
The Group is exposed to foreign currency risk to the extent that there is a mismatch between the currencies in
which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of Group
companies. The functional currencies of Group companies is the euro. The main currencies in which non-euro
transactions occur giving rise to foreign currency risk are primarily denominated in U.S. dollars and UK pounds sterling.
The Company manages this risk by typically matching UK pounds sterling revenues against UK pounds sterling
costs. Surplus UK pounds sterling revenues are sometimes used to fund forward foreign exchange contracts to hedge
U.S. dollar currency exposures that arise in relation to fuel, maintenance, aviation insurance, and capital expenditure
costs and typically UK pounds sterling are converted into euro. Additionally, the Group swaps euro for U.S. dollars using
forward currency contracts to cover any expected U.S. dollar outflows for these costs. From time to time, the Company
also swaps UK pounds sterling for euro using forward currency contracts to hedge expected future surplus UK pounds
sterling. From time to time the Group also enters into cross-currency interest rate swaps to hedge against fluctuations
in foreign exchange rates and interest rates in respect of U.S. dollar denominated borrowings.
293
RYANAIR GROUP ANNUAL REPORT 2025
Forward currency contracts are designated as cash flow hedges of forecasted U.S. dollar payments and have
been determined to be highly effective in offsetting variability in future cash flows arising from the fluctuation in the U.S.
dollar and euro exchange rates for the forecasted U.S. dollar purchases.
In these hedge relationships, the main sources of ineffectiveness are changes in the timing of the hedged
transactions. The Group recorded a hedge ineffectiveness loss of €nil on ineffective currency cash flow hedges for FY25
(FY24: €nil, FY23: €nil).
Exposure to currency risk
The summary quantitative data about the Group’s exposure to currency risk as reported to the management of
the Group is as follows:
At March 31,
2025
2024
2023
GBP U.S.$ Euro € GBP U.S.$ Euro € GBP U.S.$ Euro €
£M $M €M £M $M €M £M $M €M
Monetary assets
UK pounds sterling cash and liquid resources
90.5
—
108.1
55.6
—
65.1
78.1
—
88.8
U.S. Dollar cash and liquid resources
—
737.6
681.9
—
785.5 727.8
—
671.3 619.3
90.5
737.6 790.0
55.6
785.5 792.9
78.1
671.3 708.1
At March 31,
2025
2024
2023
GBP U.S.$ Euro € GBP U.S.$ Euro € GBP U.S.$ Euro €
£M
$M €M £M
$M €M £M
$M €M
Monetary liabilities
U.S. dollar long term debt*
—
—
—
—
—
—
—
280.8
259.1
Pre-delivery payments due to Boeing
—
215.0
198.8
—
—
—
—
669.2
617.4
—
215.0 198.8
—
—
—
—
950.0 876.5
*During the FY22, the Group issued non-interest-bearing promissory notes to the value of approximately €230m (U.S.$250m) in settlement of certain
aircraft trade payables. These were non-cash settled in full during FY24.
The following exchange rates have been applied:
€
£
$
March 31, 2023
1.0000
0.8791
1.0839
March 31, 2024
1.0000
0.8548
1.0793
March 31, 2025
1.0000
0.8371
1.0817
294
RYANAIR GROUP ANNUAL REPORT 2025
The notional principal amounts of forward foreign exchange contracts are as follows:
At March 31,
2025
2024
2023
€M
€M
€M
Within Year 1
4,299.3
4,403.6
5,873.1
Greater than 1 Year
1,141.2
447.9
1,203.5
Total
5,440.5
4,851.5
7,076.6
The notional principle amount of outstanding forward foreign exchange contracts at March 31, 2025 are treated
as cash flow hedges to hedge jet fuel, capital expenditure and maintenance contracts in U.S. dollars. As at March 31,
2025 the hedged U.S. dollar rate was approximately U.S.$1.11 to €1.00.
Sensitivity analysis
If the rate fell by 10% outstanding foreign currency-denominated financial assets and financial liabilities at
March 31, 2025 would have a positive impact of €77m on the income statement (net of tax) (2024: €77m; 2023: €46m)
and a negative impact of €63m on the income statement (net of tax) (2024: €63m; 2023: €38m) if the rate increased by
10%. The same movement of 10% in foreign currency exchange rates would have a positive €518m impact (net of tax)
on equity if the rate fell by 10% and a negative €424m impact (net of tax) if the rate increased by 10% (2024: €501m
positive or €410m negative; 2023: €677m positive or €544m negative).
Interest rate risk
The Group’s objective for interest rate risk management is to reduce interest-rate risk by matching a proportion
of floating rate assets with floating rate liabilities, and using financial instruments, which lock in interest rates on debt,
when appropriate. Floating interest rates on financial liabilities are referenced to European interbank interest rates
(EURIBOR). Secured long-term debt and interest rate swaps typically re-price on a quarterly basis. The Group uses
current interest rate settings on existing floating rate debt at each year-end to calculate contractual cash flows. Fixed
interest rates on financial liabilities are fixed for the duration of the underlying structures.
In previous years the Group utilized cross currency interest rate swaps to manage exposures to fluctuations in
foreign exchange rates of U.S. dollar denominated floating rate borrowings, together with managing the exposures to
fluctuations in interest rates on these U.S. dollar denominated floating rate borrowings. Cross currency interest rate
swaps were primarily used to convert a portion of the Group’s U.S. dollar denominated debt to euro and floating rate
interest exposures into fixed rate exposures and are set so as to match exactly the critical terms of the underlying debt
being hedged (i.e. notional principal, interest rate settings, re-pricing dates). These were all designated in cash flow
hedges of the forecasted U.S. dollar variable interest payments on the Group’s underlying debt and were determined to
be highly effective in achieving offsetting cash flows. Accordingly, no ineffectiveness was recorded in the income
statement relating to these hedges.
295
RYANAIR GROUP ANNUAL REPORT 2025
Exposures to interest rate risk
The following was the maturity profile of the Group’s financial liabilities (excluding aircraft provisions, trade
payables and accrued expenses).
Weighted
average
2030 -
rate
2026
2027
2028
2029
2031
Total
At March 31, 2025
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Unsecured debt
1.70%
848.4
1,196.3
—
—
—
2,044.7
Debt
1.70%
848.4
1,196.3
—
—
—
2,044.7
Lease liabilities - right of use
4.89%
37.4
37.9
38.8
27.1
7.9
149.1
Total fixed rate debt
885.8
1,234.2
38.8
27.1
7.9
2,193.8
Floating rate
Unsecured long term debt
2.67%
—
—
—
—
488.9
488.9
Total floating rate debt
2.67%
—
—
—
—
488.9
488.9
Total financial liabilities
885.8
1,234.2
38.8
27.1
496.8
2,682.7
Weighted
average
2029 -
rate
2025
2026
2027
2028
2031
Total
At March 31, 2024
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Unsecured debt
1.67%
50.0
843.4
1,198.8
—
—
2,092.2
Debt
1.67%
50.0
843.4
1,198.8
—
—
2,092.2
Lease liabilities - right of use
4.43%
39.4
31.9
32.1
32.7
28.5
164.6
Total fixed rate debt
89.4
875.3
1,230.9
32.7
28.5
2,256.8
Floating rate
Unsecured long term debt
4.30%
—
—
—
—
490.0
490.0
Total floating rate debt
4.30%
—
—
—
—
490.0
490.0
Total financial liabilities
89.4
875.3
1,230.9
32.7
518.5
2,746.8
Weighted
average
2028 -
rate
2024
2025
2026
2027
2031
Total
At March 31, 2023
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Secured debt
2.43%
16.2
12.3
-
—
—
28.5
Unsecured debt
1.39%
1,040.5 *
46.0
846.1
1,198.8
—
3,131.4
Debt
1.39%
1,056.7
58.3
846.1
1,198.8
—
3,159.9
Lease liabilities - right of use
4.37%
43.2
38.4
31.8
32.2
60.7
206.3
Total fixed rate debt
1,099.9
96.7
877.9
1,231.0
60.7
3,366.2
Floating rate
Secured long term debt
Unsecured long term debt
3.45%
—
750.0
—
—
—
750.0
Total floating rate debt
3.45%
—
750.0
—
—
—
750.0
Total financial liabilities
1,099.9
846.7
877.9
1,231.0
60.7
4,116.2
* Includes promissory notes amounting to approx. €230m
296
RYANAIR GROUP ANNUAL REPORT 2025
The Group holds significant cash balances that are invested on a short-term basis. At March 31, 2025, all of the
Group’s cash and liquid resources attracted a weighted average interest rate of 2.9% (2024: 4.2%; 2023: 3.02%). Interest
rates on cash and liquid resources are generally based on the appropriate EURIBOR or bank rates dependent on the
principal amounts on deposit.
At March 31,
2025
2024
2023
Within
Within
Within
1 year
1 year
1 year
Financial assets
€M
€M
€M
Cash and cash equivalents
3,863.3
3,875.4
3,599.3
Cash > 3 months
100.1
237.8
1,056.2
Restricted cash
23.1
6.4
19.5
Total financial assets
3,986.5
4,119.6
4,675.0
Derivative financial instruments – Interest rate risk exposure
The Group had cross currency swaps to swap fixed rate U.S. dollar denominated debt of U.S.$nil (2024: U.S.$nil;
2023: U.S.$31m) into a fixed rate euro debt of €nil (2024: €nil; 2023: €25m).
Sensitivity analysis
Based on the levels of and composition of year-end interest bearing assets and liabilities, including derivatives,
at March 31, 2025, a plus one percentage point movement in interest rates would result in a respective increase of
approximately €3m (net of tax) in net finance income (2024: increase in net finance income of €42m; 2023: increase in
net finance expense of €92m) and a minus one percentage point movement in interest rates would result in a respective
decrease of approximately €53m in net finance income in the income statement (2024: decrease in net finance income
of €16m; 2023: decrease in net finance expense of €49m;) and a nil increase or decrease in equity (2024: nil 2023: nil).
Jet fuel and carbon credits price risk
The Group’s historical fuel risk management policy has been to hedge up to approximately 90% of the forecast
fuel consumption to ensure that the future cost per gallon of fuel is locked in. This policy was adopted to prevent the
Group being exposed, in the short term, to adverse movements in global jet fuel prices. However, when deemed to be in
the best interests of the Group, the Group does not necessarily hedge up to this limit. At March 31, 2025, the Group had
entered into forward hedging covering approximately 77% of the Group’s estimated fuel exposure for FY26.
The Group utilizes jet fuel forward swap contracts and jet fuel call options to manage exposure to jet fuel prices.
These are used to hedge the Group’s forecasted fuel purchases and are arranged so as to match as closely as possible
against forecasted fuel delivery and payment requirements. These contracts are designated as cash flow hedges of
forecasted fuel payments and have been determined to be highly effective in offsetting variability in future cash flows
arising from fluctuations in jet fuel prices.
The Group has entered into jet fuel forward swap contracts with a number of counterparties to hedge jet fuel
purchases over a period of up to 18 to 24 months. The notional amount of these contracts are €3.5bn (2024: €2.7bn;
2023: €3.3bn) at an average hedged rate of approximately U.S.$761 per metric tonne (2024: U.S.$795; 2023: U.S.$885).
297
RYANAIR GROUP ANNUAL REPORT 2025
In these hedging relationships the main sources of ineffectiveness are changes in the timing of the hedged
transactions. The Group recorded a hedge ineffectiveness charge of €nil in FY25 (FY24: €nil, FY23: €nil,) in relation to
jet fuel hedges.
The European Union Emissions Trading System (“EU-ETS”) is applicable to airlines from January 1, 2012.
Ryanair recognizes the cost associated with the purchase of carbon credits as part of the EU-ETS as an expense in the
income statement. This expense is recognized in line with fuel consumed during the fiscal year as the Group’s carbon
emissions and fuel consumptions are directly linked.
The Group’s fuel risk management policy includes hedging of the Group’s EU-ETS and UK-ETS (carbon)
exposures. This policy was adopted to prevent the Group being exposed, in the short term, to adverse movements in
carbon credit prices. However, when deemed to be in the best interests of the Group, it may deviate from this policy. At
March 31, 2025, the Group had hedged approximately 85% of the Group’s estimated carbon exposure for FY26 at
approximately €65 per EUA (2024: FY25 was 100% hedged at €76 per EUA) and £58 per UKA (2024: £66).
Sensitivity Analysis
A plus or minus change of 10% in the price of jet fuel at March 31, 2025 would have a €nil impact (2024: €nil)
on the income statement (net of tax) if the price fell by 10% and a €nil impact (2024: €nil) if the price increased by 10%.
The same movement of 10% in the price of jet fuel at March 31, 2025 would have a negative €286m impact (2024:
negative €254m) on equity if the price fell by 10% and a positive €286m impact (2024: positive €254m) if the price
increased by 10%.
A plus or minus change of 10% in the price of carbon at March 31, 2025 would have a €nil impact (2024: €nil)
on the income statement (net of tax) if the price fell by 10% and a €nil impact (2024: €nil) if the price increased by 10%.
The same movement of 10% in the price of carbon at March 31, 2025 would have a negative €37m impact (2024:
negative €74m) on equity if the price fell by 10% and a positive €37m impact (2024: positive €72m) if the price increased
by 10%.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations and arises principally from trade receivables, cash and cash equivalents, derivatives
and guarantees.
Trade receivables
The Group’s revenues derive principally from airline travel on scheduled services, internet income and in-flight
and related sales. Revenue is primarily derived from European routes. No individual customer accounts for a significant
portion of total revenue.
At March 31, 2025, €10m (2024: €13m; 2023: €5m) of the accounts receivable balance were past due, of which
€nil (2024: €nil; 2023: €nil) was impaired. The expected credit loss was considered immaterial.
298
RYANAIR GROUP ANNUAL REPORT 2025
Cash and cash equivalents
The Group holds significant cash balances, which are classified as either cash and cash equivalents or financial
assets >3 months. These deposits and other financial instruments (principally certain derivatives and loans as identified
above) give rise to credit risk on amounts due from counterparties. Credit risk is managed by limiting the aggregate
amount and duration of exposure to any one counterparty through regular review of counterparties’ market-based
ratings, Tier 1 capital level and credit default swap rates and by taking into account bank counterparties’ systemic
importance to the financial systems of their home countries. The Group limits the concentration of risk in relation to any
one institution for cash and cash equivalents. Deposits are entered into with parties that have high investment grade
credit ratings from the main rating agencies, including Standard & Poor’s (“S&P”), Moody’s and Fitch Ratings. The Group
also monitors where counterparty credit default swaps are trading. The maximum exposure arising in the event of
default on the part of the counterparty is the carrying value of the relevant financial instrument. The Group is authorized
to place funds on deposit for periods up to 18 months.
Derivatives
In line with the Group’s policies and procedures, derivatives are entered into with parties that have high
investment grade credit ratings from the main rating agencies, including Standard & Poor’s (“S&P”), Moody’s and Fitch
Ratings. The Group also avoids concentration of risk in relation to derivative counterparties.
Guarantees
At March 31, 2025, the Group has provided approximately €2.69bn (2024: €2.76bn; 2023: €4.12bn) in letters of
guarantee to secure obligations of subsidiary undertakings in respect of loans, bank advances and long dated foreign
currency transactions.
In order to avail itself of the exemption contained in Section 357 of the Companies Act, 2014, the holding
company, Ryanair Holdings plc, has guaranteed the liabilities and commitments of its subsidiary undertakings registered
in Ireland. As a result, the subsidiary undertakings have been exempted from the requirement to annex their statutory
financial statements to their annual returns.
Liquidity risk and capital management
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial activities that are settled by delivering cash or another financial asset. The Group’s objective when managing
liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they fall due and to provide adequately
for contingencies.
The Group’s cash and liquid resources comprise cash and cash equivalents, short-term investments and
restricted cash. The Group defines the capital that it manages as the Group’s long-term debt and equity. The Group’s
policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to maintain
sufficient financial resources to mitigate against risks and unforeseen events. In addition, the Group aims to achieve the
best available return on investments of surplus cash – subject to credit risk and liquidity constraints.
299
RYANAIR GROUP ANNUAL REPORT 2025
The Group finances its working capital requirements through a combination of cash generated from operations,
bank loans and debt capital market issuances for general corporate purposes including the acquisition of aircraft. The
Group had cash and liquid resources at March 31, 2025 of approximately €4.0bn (2024: €4.2bn; 2023: €4.7bn). During
the year, the Group had a net cash outflows of €1.6bn in relation to property, plant and equipment (2024: outflow of
€2.4bn; 2023: outflow of €1.8bn). Cash generated from operations has been the principal source for these cash
requirements during the year.
The Board periodically reviews the capital structure of the Group, considering the cost of capital and the risks
associated with each class of capital. The Board approves any material adjustments to the capital structure in terms of
the relative proportions of debt and equity.
Management believes that the working capital available to the Group is sufficient for its present requirements
and will be sufficient to meet its anticipated requirements for capital expenditures and other cash requirements for
FY26.
At March 31, 2025, the Group had total borrowings of €2.7bn (2024: €2.7bn; 2023: €4.1bn), including capitalized
leases (under IFRS 16) of €149m (2024: €165m, 2023: €206m) from various financial institutions and the debt capital
markets. Financing for the acquisition of nil Boeing 737-800NG aircraft (2024: nil; 2023: 7) was provided on the basis of
guarantees granted by the Ex-Im Bank. The remaining long-term debt relates to two unsecured Eurobonds, with a
cumulative amount of €2.1bn, a €490m drawdown under the Group’s €1.1bn unsecured RCF, and 27 aircraft held under
operating leases in right of use assets.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. These
amounts are gross and undiscounted and include estimated contractual interest payments. The total contractual cash
flows for the derivative financial instruments have been presented to reflect the gross settled amounts associated with
the currency and commodity forward contracts.
300
RYANAIR GROUP ANNUAL REPORT 2025
Total
Total
Carrying Contractual
Value
Cash Flows
2026
2027
2028
2029
Thereafter
At March 31, 2025
€M
€M
€M
€M
€M €M
€M
Long and short term debt and leases:
- Fixed rate debt: 1.7%
2,044.7
2,092.0
882.7 1,209.3
—
—
—
- Floating rate debt: 2.67%
488.9
556.3
13.3
13.4
13.2 13.2
503.2
- Lease liabilities
149.1
163.6
43.1
42.7
41.6 28.1
8.1
2,682.7
2,811.9
939.1 1,265.4
54.8 41.3
511.3
Derivative financial instruments
- Currency forward contracts – outflows
2.7
508.6
51.6
327.3
116.5
7.0
6.2
- Currency forward contracts – inflows
(519.4)
(51.5)
(333.7) (120.3)
(7.3)
(6.6)
- Commodity forward contracts
224.5
224.5
224.5
—
—
—
—
Trade payables
702.0
702.0
702.0
—
—
—
—
Accrued expenses
1,953.5
1,953.5
1,953.5
—
—
—
—
Total at March 31, 2025
5,565.4
5,681.1 3,819.2 1,259.0
51.0 41.0
510.9
Total
Total
Carrying Contractual
Value
Cash Flows
2025
2026
2027
2028 Thereafter
At March 31, 2024
€M
€M
€M
€M
€M
€M
€M
Long and short term debt and leases:
- Fixed rate debt: 1.67%
2,092.2
2,172.7
85.0
878.3 1,209.4
—
—
- Floating rate debt: 4.30%
490.0
579.2
21.2
21.3
21.3
21.5
493.9
- Lease liabilities
164.6
183.1
45.5
37.1
36.1
34.9
29.5
2,746.8
2,935.0
151.7 936.7 1,266.8
56.4
523.4
Derivative financial instruments
- Currency forward contracts – outflows
3.3
188.3
7.0
10.6
10.0
133.6
27.1
- Currency forward contracts – inflows
—
(195.0)
(7.0)
(10.7)
(10.2)
(138.5)
(28.6)
- Commodity forward contracts
178.8
178.8
178.8
—
—
—
—
Trade payables
792.2
792.2
792.2
—
—
—
—
Accrued expenses
1,603.1
1,603.1 1,603.1
—
—
—
—
Total at March 31, 2024
5,324.2
5,502.4 2,725.8 936.6 1,266.6
51.5
521.9
Total
Total
Carrying Contractual
Value
Cash Flows
2024
2025
2026
2027 Thereafter
At March 31, 2023
€M
€M
€M
€M €M
€M
€M
Long and short term debt and leases:
- Fixed rate debt: 1.39%
3,159.9
3,284.4
1,100.6
93.5 881.0 1,209.3
—
- Floating rate debt: 3.45%
750.0
782.3
25.9
756.4
—
—
—
- Lease liabilities
206.3
233.4
51.1
45.0
37.0
35.9
64.4
4,116.2
4,300.1
1,177.6
894.9 918.0 1,245.2
64.4
Derivative financial instruments
- Currency forward contracts – outflows
48.0
3,658.2
3,281.4
245.1
10.6
10.0
111.1
- Currency forward contracts – inflows
—
(3,645.4) (3,263.2) (246.9)
(10.7)
(10.2)
(114.4)
- Commodity forward contracts
349.8
349.8
341.8
8.0
—
—
—
Trade payables
1,065.5
1,065.5
1,065.5
-
—
—
—
Accrued expenses
1,276.6
1,276.6
1,276.6
—
—
—
—
Total at March 31, 2023
6,856.1
7,004.8
3,879.7
901.1 917.9 1,245.0
61.1
301
RYANAIR GROUP ANNUAL REPORT 2025
The interest payments on floating rate debt in the table above reflect market forward interest rates at the
reporting date and these amounts may change as market interest rates change. The future cash flows on derivative
instruments may be different from the amount in the above table as interest rates and exchange rates change. Except
for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur
significantly earlier, or for significantly different amounts.
(d)
Derivative financial instruments – Designated as cash flow hedges
Derivative financial instruments:
At March 31,
2025
2024
2023
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
7.7
60.3
269.6
Fuel and oil operating expenses
79.8
83.6
(38.2)
Interest rate risk
Variable-rate instruments
—
—
3.6
Commodity price risk
Fuel and carbon operating expenses
(204.9)
26.8
(286.1)
Net derivative position at year end
(117.4)
170.7
(51.1)
Change in gross value used for calculating hedge ineffectiveness:
At March 31,
2025
2024
2023
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
149.8
515.0
407.0
Fuel and oil operating expenses
114.6
(117.7)
405.1
Interest rate risk
Variable-rate instruments
—
—
3.8
Commodity price risk
Fuel and carbon operating expenses
154.3
(398.8)
2,806.5
Total
418.7
(1.5)
3,622.4
302
RYANAIR GROUP ANNUAL REPORT 2025
The gross amounts at the reporting date relating to items designated as hedged items were as follows:
At March 31, 2025
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
(7.7)
(76.1)
(83.8)
Fuel and oil operating expenses
(84.7)
—
(84.7)
Interest rate risk
Variable-rate instruments
—
—
—
Commodity price risk
Fuel and carbon operating expenses
204.9
—
204.9
Gross cashflow hedge reserve
112.5
(76.1)
36.4
*Deferred taxes included in Hedge reserve were €15m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied
At March 31, 2024
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
(30.0)
(142.6)
(172.6)
Fuel and oil operating expenses
(83.7)
—
(83.7)
Interest rate risk
Variable-rate instruments
—
—
—
Commodity price risk
Fuel and carbon operating expenses
(26.8)
—
(26.8)
Gross cashflow hedge reserve
(140.5)
(142.6)
(283.1)
*Deferred taxes included in Hedge reserve were €17m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied
At March 31, 2023
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
265.6
83.1
348.7
Fuel and oil operating expenses
(38.2)
—
(38.2)
Interest rate risk
Variable-rate instruments
(6.6)
—
(6.6)
Commodity price risk
Fuel and carbon operating expenses
(300.1)
—
(300.1)
Gross cashflow hedge reserve
(79.3)
83.1
3.8
*Deferred taxes included in Hedge reserve were €28m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied
303
RYANAIR GROUP ANNUAL REPORT 2025
Movement: in derivative financial instruments designated as hedging instruments were as follows:
At March 31, 2025
Change in Hedge ineffectiveness Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
(149.8)
—
—
Fuel and oil operating expenses
(114.6)
—
110.9
Interest rate risk
Variable-rate instruments
—
—
—
Commodity price risk
Fuel and carbon operating expenses
(154.3)
—
(77.4)
Total movement in derivative instruments
(418.7)
—
33.5
At March 31, 2024
Change in Hedge ineffectiveness Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
(515.0)
—
—
Fuel and oil operating expenses
117.7
—
4.2
Interest rate risk
Variable-rate instruments
—
—
(3.6)
Commodity price risk
Fuel and carbon operating expenses
398.8
—
(71.8)
Total movement in derivative instruments
1.5
—
(71.2)
At March 31, 2023
Change in Hedge ineffectiveness Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment - aircraft additions
(407.0)
—
—
Fuel and oil operating expenses
(405.1)
—
261.2
Interest rate risk
Variable-rate instruments
(3.8)
—
2.9
Commodity price risk
Fuel and carbon operating expenses
(2,806.5)
—
1,557.5
Total movement in derivative instruments
(3,622.4)
—
1,821.6
* Hedge ineffectiveness is classified within “Finance Expense” on the Consolidated Income Statement
** Reclassified from hedging reserve to income statement – Fuel & Oil Foreign Currency & Commodity are reclassified in Fuel and Oil; Variable
rate instruments are reclassified to Finance expense
304
RYANAIR GROUP ANNUAL REPORT 2025
The effective (gains)/losses arising on the hedging of aircraft capital expenditure are recognized as part of the
capitalized cost of aircraft additions, within property, plant and equipment. The (gains)/losses arising on the hedging of
interest rate swaps, commodity forward contracts and forward currency contracts (excluding aircraft capital
expenditure) are recognized in the income statement when the hedged transaction occurs.
The following table indicates the amounts that were reclassified from other comprehensive income into the
income statement, analyzed by income statement category, in respect of cash flow hedges realized during the year:
At March 31,
2025
2024
2023
€M
€M
€M
Commodity forward contracts
Reclassification adjustments for losses/(gains) recognized in fuel and oil operating
expenses
77.4
71.8
1,557.5
Interest rate swaps
Reclassification adjustments for losses recognized in finance expense
—
3.6
2.9
Foreign currency forward contracts
Reclassification adjustments for losses/(gains) recognized in fuel and oil operating
expenses
(110.9)
(4.2)
261.2
(33.5)
71.2
1,821.6
The following table indicates the amounts that were reclassified from other comprehensive income into the
capitalized cost of aircraft additions within property, plant and equipment, in respect of cash flow hedges realized during
the year:
At March 31,
2025
2024
2023
€M
€M
€M
Foreign currency forward contracts
Recognized in property plant and equipment – aircraft additions
(100.6)
(305.7)
(308.1)
(100.6)
(305.7)
(308.1)
305
RYANAIR GROUP ANNUAL REPORT 2025
The following table sets out the fair values of the derivative financial instruments, as reported in the
consolidated balance sheet, analyzed between those designated as continuing cash flow hedges and those where hedge
accounting is no longer applied, along with the notional amounts.
At March 31,
2025
2024
2023
Within > 1 Year
Within > 1 Year
Within > 1 Year
1 Year (non—
1 Year (non—
1 Year (non—
(current) current)
Total (current) current)
Total (current) current)
Total
€M
€M
€M
€M
€M
€M
€M
€M
€M
Foreign currency risk notional amounts
for effective hedges
PP&E — aircraft additions
373.8
—
373.8
494.0
24.1
518.1 1,893.6
411.9 2,305.5
Fuel and oil operating expenses
3,925.5 1,141.2 5,066.7 3,701.7
423.7 4,125.4 3,979.4
791.6 4,771.0
— Within derivative financial assets
84.4
5.8
90.2
144.0
3.2
147.2
226.2
53.2
279.4
— Within derivative financial liabilities
(0.2)
(2.5)
(2.7)
—
(3.3)
(3.3)
(44.9)
(3.1)
(48.0)
84.2
3.3
87.5
144.0
(0.1)
143.9
181.3
50.1
231.4
Interest rate risk notional amounts for effective
hedges
Variable—rate instruments
—
—
—
—
—
—
16.4
15.6
32.0
Total fair value for all interest rate risk related
derivative instruments
— Within derivative financial assets
—
—
—
—
—
—
2.2
1.4
3.6
Commodity price risk notional amounts for effective
hedges
Fuel and carbon operating expenses
3,424.5
476.4 3,900.9 3,713.8
2.2 3,716.0 3,504.5
310.5 3,815.0
Total fair value for all commodity fuel & carbon
related derivative instruments:
— Within derivative financial assets
10.0
9.6
19.6
205.5
0.1
205.6
63.7
—
63.7
— Within derivative financial liabilities
(224.5)
—
(224.5) (178.0)
(0.8)
(178.8) (341.7)
(8.1) (349.8)
(214.5)
9.6 (204.9)
27.5
(0.7)
26.8 (278.0)
(8.1) (286.1)
Fair values as reported in the consolidated balance
sheet
Derivative financial assets
94.4
15.4
109.8
349.5
3.3
352.8
292.1
54.6
346.7
Derivative financial liabilities
(224.7)
(2.5)
(227.2) (178.0)
(4.1)
(182.1) (386.6)
(11.2) (397.8)
Derivative financial assets analyzed between those:
— Designated as continuing cash flow hedges
94.4
15.4
109.8
322.6
3.3
325.9
292.1
54.6
346.7
— Where hedge accounting is no longer applied
—
—
—
26.9
—
26.9
—
—
—
— Designated as fair value financial instruments
—
—
—
—
—
—
—
—
—
94.4
15.4
109.8
349.5
3.3
352.8
292.1
54.6
346.7
Derivative financial liabilities analyzed between
those:
— Designated as continuing cash flow hedges
(224.7)
(2.5)
(227.2) (178.0)
(4.1)
(182.1) (386.6)
(11.2) (397.8)
— Where hedge accounting is no longer applied
—
—
—
—
—
—
—
—
—
— Designated as fair value financial instruments
—
—
—
—
—
—
—
—
—
(224.7)
(2.5) (227.2) (178.0)
(4.1) (182.1) (386.6)
(11.2) (397.8)
306
RYANAIR GROUP ANNUAL REPORT 2025
12. Deferred and current taxation
The components of the deferred and current taxation in the balance sheet are as follows:
At March 31,
2025
2024
2023
€M
€M
€M
Current tax assets
Corporation tax assets
—
—
—
Total current tax assets
—
—
—
Current tax liabilities
Corporation tax liabilities
107.1
66.6
66.3
Total current tax liabilities
107.1
66.6
66.3
Deferred tax assets
Tax losses and temporary differences on plant, equipment and derivatives
(1.6)
(2.1)
(6.6)
Total deferred tax assets
(1.6)
(2.1)
(6.6)
Deferred tax liabilities
Temporary differences on property, plant and equipment and derivatives
377.1
362.0
159.3
Total deferred tax liabilities
377.1
362.0
159.3
At March 31,
2025
2024
2023
€M
€M
€M
Reconciliation of current tax
Liability at beginning of year
66.6
66.3
47.7
Corporation tax charge in year
125.4
49.4
22.7
Tax (paid)
(84.9)
(49.1)
(4.1)
Liability at end of year
107.1
66.6
66.3
At March 31,
2025
2024
2023
€M
€M
€M
Reconciliation of deferred tax
Net liability at beginning of year
359.9
152.7
224.2
Temporary differences on derivatives hedging instruments
(31.8)
45.7
(177.5)
Tax losses and temporary differences on property, plant and equipment and other non-derivative
items
47.4
161.5
106.0
Net liability at end of year
375.5
359.9
152.7
The Group has applied the mandatory exception required by IAS 12 to recognizing and disclosing information
about deferred tax assets and liabilities related to Pillar Two taxes.
307
RYANAIR GROUP ANNUAL REPORT 2025
The components of the tax expense in the income statement were as follows:
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Corporation tax charge
125.4
49.4
22.7
Deferred tax charge relating to temporary differences on property, plant and equipment, net
operating losses and other non-derivative items
47.4
161.5
106.0
172.8
210.9
128.7
Pillar Two tax rules (including various transitional rules and safeharbours) apply to the Group from April 1, 2024.
The Group can avail of transitional safeharbour rules in most of the jurisdictions in which it operates. As such, the Pillar
Two tax charge for the year is not material. The following table reconciles the statutory rate of Irish corporation tax to
the Company’s effective corporation tax rate:
Year ended
March 31,
2025
2024
2023
%
%
%
Statutory rate of Irish corporation tax on profit
12.5
12.5
12.5
Non-Irish profits and losses subject to other tax rates
(3.8)
(2.4)
(4.3)
Valuation adjustments on deferred tax assets
—
—
0.3
Other movements
1.0
(0.2)
0.4
Total effective rate of taxation on profit
9.7
9.9
8.9
The deferred tax movement per each type of temporary difference is detailed below:
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Property, plant and equipment
23.6
53.4
52.2
IFRS 15 transition adjustment
—
—
7.1
Net operating losses
23.8
108.0
46.7
Other
—
0.1
—
Deferred tax charge
47.4
161.5
106.0
Deferred tax applicable to items charged or credited to other comprehensive income were as follows:
At March 31,
2025
2024
2023
€M
€M
€M
Effective portion of changes in fair value of cash-flow hedges
(22.3)
48.7
66.6
Net change in fair value of cash-flow hedges transferred to property, plant and equipment
(3.4)
(11.8)
(16.4)
Net other changes in fair value of cash-flow hedges transferred to profit or loss
(6.1)
8.8
(227.7)
Total tax (credit)/charge in other comprehensive income
(31.8)
45.7
(177.5)
308
RYANAIR GROUP ANNUAL REPORT 2025
The principal components of net deferred tax at each year-end were:
At March 31,
2025
2024
2023
€M
€M
€M
Arising on designated hedging instruments
(11.8)
18.2
(27.6)
Property, plant and equipment
388.9
367.1
313.8
Net operating losses
(1.6)
(25.4)
(133.5)
Total
375.5
359.9
152.7
Deferred tax assets are recognized on the basis that it is probable that sufficient future near-term profits will be
available against which deductible temporary differences and losses carried forward may be utilized.
The Group does not recognize a deferred tax asset in respect of approximately €240m of historic trading losses
accrued in LaudaMotion GmBH.
No deferred tax has been provided for unremitted earnings of overseas subsidiaries. No temporary differences
arise on the carrying value of the tax base of subsidiary companies as the Group’s trading subsidiaries are resident in
countries with which Ireland has concluded double taxation agreements.
13. Provisions
At March 31,
2025
2024
2023
€M
€M
€M
Provision for aircraft maintenance on leased aircraft (a)
194.6
184.1
169.8
Provision for pension obligation (b)
—
—
4.5
194.6
184.1
174.3
At March 31,
2025
2024
2023
(a) Provision for aircraft maintenance on leased aircraft
€M
€M
€M
At beginning of year
184.1
169.8
98.8
Increase in provision during the year
18.5
27.5
71.0
Utilization of provision upon the hand-back of aircraft
(8.0)
(13.2)
—
At end of year
194.6
184.1
169.8
309
RYANAIR GROUP ANNUAL REPORT 2025
During FY25, the Company returned 1 Airbus A320 aircraft held under lease to the lessor (FY24: 2; FY23: 1). The
expected timing of the outflows of economic benefits associated with the provision at March 31, 2025, 2024 and 2023
are as follows:
Carrying
Value 2026
2027
2028 2029 Thereafter
€M
€M
€M
€M
€M
€M
At March 31, 2025
Provision for leased aircraft maintenance
194.6
53.5
14.5
42.2
50.9
33.5
Carrying
Value 2025 2026
2027 2028 Thereafter
€M
€M
€M
€M
€M
€M
At March 31, 2024
Provision for leased aircraft maintenance
184.1
46.0
17.4
3.8
35.1
81.8
Carrying
Value 2024 2025
2026 2027 Thereafter
€M
€M
€M
€M
€M
€M
At March 31, 2023
Provision for leased aircraft maintenance
169.8
19.8
30.1
10.4
5.4
104.1
At March 31,
2025
2024
2023
(b) Provision for pension obligation
€M
€M
€M
At beginning of year
—
4.5
4.5
Movement during the year
—
(4.5)
—
At end of year
—
—
4.5
See Note 20 to the consolidated financial statements for further details.
14. Issued share capital, share premium account and share options
(a)
Share capital
At March 31,
2025
2024
2023
€M
€M
€M
Authorized/Share Capital reorganization
1,550,000,000 ordinary equity shares of 0.600 euro cent each
9.3
9.3
9.3
1,368,000,000 'B' Shares of 0.050 euro cent each
0.7
0.7
0.7
1,368,000,000 Deferred shares of 0.050 euro cent each
0.7
0.7
0.7
10.7
10.7
10.7
Allotted, called-up and partly paid:
1,138,674,528 ordinary equity shares of 0.600 euro cent each
—
—
6.9
1,140,045,528 ordinary equity shares of 0.600 euro cent each
—
6.9
—
1,063,868,001 ordinary equity shares of 0.600 euro cent each
6.4
—
—
6.4
6.9
6.9
Movements in the share capital balance year-on-year principally relate to the repurchase and cancellation of
approximately 77m shares as part of the Group’s share buyback programs (2024: nil; 2023: nil), and 1.0m new shares
issued in FY25 following the exercise of share options and LTIP grants (2024: 1.4m; 2023: 4.1m). Ordinary equity shares
do not confer on the holders thereof the specific right to be paid a dividend out of profits.
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RYANAIR GROUP ANNUAL REPORT 2025
(b)
Share premium account
At March 31,
2025
2024
2023
€M
€M
€M
Balance at beginning of year
1,404.3
1,379.9
1,328.2
Net proceeds from shares issued
4.9
16.4
31.7
Share premium receivable on shares issued
12.4
8.0
20.0
Balance at end of year
1,421.6
1,404.3
1,379.9
(c)
Share options and share purchase arrangements
Option Plan 2013 allows employees or Directors to purchase shares in the Company up to an aggregate of
approximately 5% (when aggregated with other ordinary shares over which options are granted and which have not yet
been exercised) of the outstanding ordinary shares of Ryanair Holdings plc, subject to certain conditions. All grants are
subject to approval by Remco. These are exercisable at a price equal to the market price of the ordinary shares at the
time options are granted. The key terms of these option plans include the requirement that certain employees remain in
employment with the Company for a specified period of time and that the Company achieves certain net profit targets
and/or share price targets. At the 2019 AGM, shareholders approved LTIP 2019. LTIP 2019 replaces Option Plan 2013
for all future share based remuneration grants. There were approximately 1.5m cumulative conditional ordinary shares
granted under LTIP 2019 at March 31, 2025.
Details of the share options outstanding are set out below:
Share
Weighted Avg.
Options
Exercise
M
Price (€)
Outstanding at March 31, 2022
22.8
10.57
Granted
—
—
Forfeited
—
—
Exercised
(4.1)
7.64
Outstanding at March 31, 2023
18.7
11.24
Granted
—
—
Forfeited
(0.7)
11.12
Exercised
(1.4)
12.00
Outstanding at March 31, 2024
16.6
11.18
Granted
—
—
Forfeited
—
—
Exercised
(0.4)
11.45
Outstanding at March 31, 2025
16.2
11.12
The mid-market price of Ryanair Holdings plc’s ordinary shares on Euronext Dublin at March 31, 2025 was
€18.63 (2024: €21.06; 2023: €14.95). The highest and lowest prices at which the Company’s shares traded on Euronext
Dublin in FY25 were €21.80 and €13.41 respectively (FY24: €21.49 and €13.96 respectively; FY23: €15.76 and €10.09
respectively). There were 0.2m options exercisable at March 31, 2025 (2024: 0.2m; 2023: 1.7m). The average share price
for FY25 was €18.14 (FY24: €17.09; FY23: €13.20).
There were 1.0m options exercised and LTIP grants during FY25 (FY24: 1.4m; FY23: 4.1m).
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RYANAIR GROUP ANNUAL REPORT 2025
At March 31, 2025 the range of exercise prices and weighted average remaining contractual life of outstanding
options are shown in the table below.
No.
Remaining
Exercise
options
contractual
price
outstanding
life
€
M
(years)
Unvested
11.12
16.0
3.9
Vested
11.12
0.2
0.9
Weighted average
11.12
16.2
3.9
The Company has accounted for its share option and LTIP grants to employees at fair value, in accordance with
IFRS 2, using a binomial lattice model to value the option grants. This has resulted in a charge of approximately €13m
(2024: credit of €4m; 2023: charge of €16m) being recognized within the income statement in accordance with employee
services rendered.
A blend of the historical and implied volatilities of the Company’s own ordinary shares is used to determine
expected volatility for share options granted. The weighted-average volatility is determined by calculating the weighted-
average of volatilities for all share options granted in a given year. The expected term of share option grants represents
the weighted-average period the awards are expected to remain outstanding. The service period is five years in relation
to share options and three years in relation to LTIP conditional share grants.
15. Other reserves
The total share-based payments reserve at March 31, 2025 was approximately €38m (2024: €34m; 2023: €41m).
The total cash flow hedge reserve amounted to negative €21m at March 31, 2025 (2024: positive €266m; 2023: positive
€31m). Further details of the Group’s derivatives are set out in Note 11 of the consolidated financial statements.
16. Analysis of operating revenues and segmental analysis
The Group determines and presents operating segments based on the information that internally is provided to
the Group CEO, who is the Company’s Chief Operating Decision Maker (CODM).
The Group comprises five separate airlines, Buzz, Lauda Europe (“Lauda”), Malta Air, Ryanair DAC and Ryanair
UK. Buzz, Malta Air and Lauda do not individually exceed the quantitative thresholds and accordingly are presented on
an aggregate basis as they exhibit similar economic characteristics and their services, activities and operations are
sufficiently similar in nature. The results of these operations are included as ‘Other Airlines.’ The Ryanair DAC segment
incorporates all of the Group's operations, except for those included within ‘Other Airlines’, and is reported as a separate
segment as it exceeds the applicable quantitative thresholds for reporting purposes.
The CODM assesses the performance of the business based on the profit after tax of each airline for the
reporting period. Resource allocation decisions for all airlines are based on airline performance for the relevant period,
with the objective in making these resource allocation decisions being to optimize consolidated financial results.
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RYANAIR GROUP ANNUAL REPORT 2025
Reportable segment information is presented as follows.
At March 31, 2025
Ryanair DAC
Other Airlines
Elimination
Total
€M
€M
€M
€M
Scheduled revenue
9,120.6
109.2
—
9,229.8
Ancillary revenue
4,718.7
-
—
4,718.7
Inter-segment revenue
758.5
1,472.0
(2,230.5)
—
Segment revenue
14,597.8
1,581.2
(2,230.5)
13,948.5
Reportable segment profit after income tax
1,541.0
70.6
—
1,611.6
Other segment information:
Depreciation
(1,175.1)
(39.3)
—
(1,214.4)
Finance expense
(58.6)
(7.9)
—
(66.5)
Finance and other income
290.5
—
—
290.5
Capital expenditure
(1,278.1)
(73.8)
—
(1,351.9)
Staff costs
(1,113.5)
(637.6)
—
(1,751.1)
Reportable segment assets
17,199.2
307.8
—
17,507.0
Reportable segment liabilities
9,936.7
533.4
—
10,470.1
At March 31, 2024
Ryanair DAC
Other Airlines
Elimination
Total
€M
€M
€M
€M
Scheduled revenue
9,037.7
107.4
—
9,145.1
Ancillary revenue
4,298.7
—
—
4,298.7
Inter-segment revenue
744.6
1,366.1
(2,110.7)
—
Segment revenue
14,081.0
1,473.5
(2,110.7)
13,443.8
Reportable segment profit after income tax
1,860.0
57.1
—
1,917.1
Other segment information:
Depreciation
(1,018.0)
(41.5)
—
(1,059.5)
Finance expense
(74.7)
(8.3)
—
(83.0)
Finance income
144.8
—
—
144.8
Capital expenditure
(1,926.6)
(42.7)
—
(1,969.3)
Staff costs
(931.2)
(568.8)
—
(1,500.0)
Reportable segment assets
16,867.5
308.1
—
17,175.6
Reportable segment liabilities
8,948.7
612.7
—
9,561.4
At March 31, 2023
Ryanair DAC
Other Airlines
Elimination
Total
€M
€M
€M
€M
Scheduled revenue
6,843.4
86.9
—
6,930.3
Ancillary revenue
3,844.9
—
—
3,844.9
Inter-segment revenue
759.4
1,294.5
(2,053.9)
—
Segment revenue
11,447.7
1,381.4
(2,053.9)
10,775.2
Reportable segment profit after income tax (i)
1,382.3
45.7
—
1,428.0
Other segment information:
Depreciation
(876.6)
(46.6)
—
(923.2)
Finance expense
(70.2)
(6.6)
—
(76.8)
Finance income
42.4
—
—
42.4
Capital expenditure
(1,760.1)
(153.0)
—
(1,913.1)
Staff costs
(733.6)
(457.8)
—
(1,191.4)
Reportable segment assets
15,920.4
485.5
—
16,405.9
Reportable segment liabilities
9,914.7
848.2
—
10,762.9
(i)
Reportable segment profit after income tax in the financial year ended March 31, 2023, excludes a net exceptional loss after tax of €114m, attributable to the fair value
measurement of jet fuel call options.
The expense line items not presented in the tables above are incurred by Ryanair DAC and as such have not been presented across the segments. Prior year comparatives
have been updated to align with current year presentation.
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RYANAIR GROUP ANNUAL REPORT 2025
Entity-wide disclosures:
Disaggregation of revenues
The following table disaggregates total revenue by primary geographical market. In accordance with IFRS 8,
revenue by country of origin has been provided where revenue for that country is in excess of 10% of total revenue.
Ireland is presented as it represents the country of domicile. “Other” includes all other countries in which the Group has
operations.
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Italy
2,969.4
2,853.3
2,364.5
Spain
2,476.5
2,416.2
1,883.4
United Kingdom
2,044.6
2,031.0
1,589.7
Ireland
757.4
791.0
640.4
Other
5,700.6
5,352.3
4,297.2
Total revenue
13,948.5
13,443.8
10,775.2
Ancillary revenues comprise revenues from non-flight scheduled operations, in-flight sales and internet-related
services. Non-flight scheduled revenue arises from the sale of priority boarding, allocated seats, car hire, travel
insurance, airport transfers, room reservations and other sources, including excess baggage charges and other fees, all
directly attributable to the low-fares business.
The vast majority of ancillary revenue is recognized at a point in time, which is typically the flight date. The
economic factors that would impact the nature, amount, timing and uncertainty of revenue and cash flows associated
with the provision of passenger travel-related ancillary services are homogeneous across the various component
categories within ancillary revenue. Accordingly, there is no further disaggregation of ancillary revenue required in
accordance with IFRS 15.
All of the Group’s operating profits arise from lowfares airline-related activities. The major revenue earning
assets of the Group are its aircraft. Since the Group’s aircraft fleet is flexibly employed across its route network in Europe,
there is no suitable basis of allocating such assets and related liabilities to geographical segments.
17. Staff numbers and costs
The average weekly number of staff, including the Executive Director, during the year, analyzed by category, was
as follows:
Year ended
March 31,
2025
2024
2023
Operations
25,577
23,214
19,732
Sales, management and support
1,499
1,284
1,065
Average
27,076
24,498
20,797
At March 31, 2025 the Company had a team of 25,952 aviation professionals (2024: 27,076; 2023: 22,261).
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RYANAIR GROUP ANNUAL REPORT 2025
The aggregate payroll costs of these persons were as follows:
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Staff and related costs
1,537.1
1,335.4
1,085.4
Social welfare costs
182.7
156.1
80.8
Other pension costs (a)
18.5
12.4
9.0
Share based payments
12.8
(3.9)
16.2
1,751.1
1,500.0
1,191.4
(a) Costs in respect of defined-contribution benefit plans and other pension arrangements were €19m in 2025 (2024:
€12m; 2023: €9m).
Staff costs capitalized into assets (and therefore excluded from the table above) during the FY25 amounted to
€65m (FY24: €58m; FY23: €36m).
18. Statutory and other information
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Directors’ emoluments:
-Fees
1.1
1.1
0.6
-Share based compensation
2.2
3.1
1.9
-Other emoluments
1.8
1.8
0.9
Total Directors’ emoluments
5.1
6.0
3.4
Auditor’s remuneration (including reimbursement of outlay):
- Audit services (i)
1.0
0.9
0.8
- Audit related assurance services
0.0
0.0
0.0
- Other assurance services
0.3
0.2
0.0
- Tax advisory services (ii)
0.1
0.1
0.1
Total fees
1.4
1.2
0.9
Included within the above total fees, the following fees were payable to other PwC firms
outside of Ireland:
- Audit services (i)
0.0
0.0
0.0
- Audit related services
0.0
0.0
0.0
- Tax advisory services (ii)
0.1
0.1
0.1
Total fees
0.1
0.1
0.1
Depreciation of owned property, plant and equipment
1,151.1
994.3
839.2
(i) Audit services comprise audit work performed on the consolidated financial statements, including statutory
financial statements of subsidiary entities. In FY25 €1,000 (FY24: €1,000; FY23: €1,000) of audit fees relate to the
audit of the Parent Company.
(ii) Tax services include all services, except those services specifically related to the audit of financial statements,
performed by the independent auditor’s tax personnel, supporting tax-related regulatory requirements, and tax
compliance and reporting.
315
RYANAIR GROUP ANNUAL REPORT 2025
(a) Fees and emoluments - Executive Director
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Basic salary
1.20
1.20
0.50
Bonus (performance and target-related)
0.60
0.59
0.43
1.80
1.79
0.93
Non-cash technical accounting share based compensation charge (i)
2.03
2.89
1.78
3.83
4.68
2.71
(i) 2025 includes a €2.03m (2024: €2.89m; 2023: €1.78m) non-cash, technical accounting charge for 10m unvested
share options granted under the Group CEO’s contract in February 2019 (as extended to July 2028 in FY23).
During the years ended March 31, 2025, 2024 and 2023 Michael O'Leary was the only Executive Director.
(b) Fees and emoluments – Non-Executive Directors
Year ended
March 31,
2025
2024
2023
€'000
€'000
€'000
Fees
Eamonn Brennan (i)
93.7
75.0
—
Róisín Brennan (ii)
100.0
100.0
50.0
Michael Cawley (iii)
18.7
75.0
50.0
Emer Daly
75.0
75.0
50.0
Geoff Doherty (iv)
100.0
88.7
50.0
Bertrand Grabowski (v)
75.0
37.5
—
Elisabeth Köstinger
75.0
75.0
—
Jinane Laghrari Laabi (vi)
56.2
—
—
Stan McCarthy
150.0
150.0
100.0
Howard Millar
75.0
75.0
50.0
Dick Milliken (vii)
—
45.6
50.0
Roberta Neri (viii)
31.2
12.5
—
Anne Nolan
75.0
75.0
16.7
Mike O’Brien
100.0
100.0
75.0
Julie O'Neill
—
—
25.0
Louise Phelan (iii)
18.7
100.0
50.0
Amber Rudd (vi)
56.2
—
—
1,099.7
1,084.3
566.7
Emoluments
Share based compensation
143.0
200.0
72.5
Total
1,242.7
1,284.3
639.2
(i) Appointed Chair of Remco in July 2024. (ii) Appointed SID in April 2024 and retired as Chair of Remco in July 2024. (iii) Retired in June 2024.
(iv) Appointed Chair of the Audit Committee in September 2023. (v) Joined in October 2023. (vi) Joined in July 2024. (vii) Retired in September 2023.
(viii) Joined in February 2024 and retired in September 2024.
In FY25 the Company incurred total share-based (non-cash) compensation expense of €2m (2024: €3m; 2023:
€2m) in relation to Directors.
(c) Pension benefits
From October 1, 2008, Michael O’Leary was no longer an active member of a Company defined benefit plan. The
total accumulated accrued benefit for Mr. O’Leary at March 31, 2025 was €0.1m (2024: €0.1m; 2023: €0.1m). Pension
benefits have been computed in accordance with Section 6.1 of the Listing Rules of Euronext Dublin. Increases in
transfer values of the accrued benefits have been calculated as at the year-end in accordance with version 1.1 of
Actuarial Standard of Practice PEN-11.
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RYANAIR GROUP ANNUAL REPORT 2025
Mr. O’Leary is a member of a defined contribution plan. During the years ended March 31, 2025, 2024 and 2023
the Company did not make contributions to the defined contribution plan for Mr. O’Leary. No NEDs received pension
contributions in FY25, FY24 and FY23.
19.
Finance expense and finance and other income
Finance expense of €67m (2024: €83m; 2023: €77m) primarily relates to interest on debt obligations. Finance
and other income of €291m (2024: €145m; 2023: €42m) primarily relates to deposit interest and supplier compensation
(the details of which are confidential).
20.
Retirement benefits
Defined contribution schemes
At March 31, 2025 the Company operates defined-contribution retirement plans in Ireland and the UK.
The costs of these plans are charged to the consolidated income statement in the period in which they are
incurred. The pension cost of these defined contribution plans was €19m in FY25 (FY24: €12m; FY23: €9m).
Defined-benefit schemes
During FY16 the Company closed the defined benefit plan for UK employees to future accruals. The net pension
asset recognized in the consolidated balance sheet for the scheme at March 31, 2025 was €3m (2024: net pension asset
of €3m; 2023: net pension liability of €4m). Costs associated with the scheme during FY25 were €nil (FY24: €nil; FY23
€nil).
The amounts recognized in the consolidated balance sheet in respect of defined benefit plans are as follows:
At March 31,
2025
2024
2023
€M
€M
€M
Present value of benefit obligations
(13.3)
(13.3)
(14.9)
Fair value of plan assets
16.4
16.4
10.4
Present value of net obligations
3.1
3.1
(4.5)
Related deferred tax (liability)/asset
(0.4)
(0.4)
0.6
Net pension asset/(liability)
2.7
2.7
(3.9)
21. Earnings per share
Year ended March 31,
2025
2024
2023
Basic earnings per ordinary share (€)
1.4631
1.6828
1.1557
Diluted earnings per ordinary share (€)
1.4549
1.6743
1.1529
Number of ordinary shares (in Ms) used for EPS (weighted average)
Basic
1,101.5
1,139.2
1,136.8
Diluted
1,107.7
1,145.0
1,139.6
Details of share options in issue have been described more fully in Note 14 to the consolidated financial
statements. See below for explanation of diluted number of ordinary shares.
Diluted earnings per share takes account solely of the potential future exercise of share options and conditional
shares granted under the Company’s share option and LTIP 2019 schemes. For FY25, the weighted average number of
shares in issue of 1,108m (FY24: 1,145m; FY23: 1,140m) includes weighted average share options assumed to be
converted, and equal to a total of 6m (2024: 6m; 2023: 3m) shares.
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RYANAIR GROUP ANNUAL REPORT 2025
The average market value of the Company’s shares for the purpose of calculating the dilutive effect of the share
options was based on quoted market prices for the year during which the options were outstanding.
22. Commitments and contingencies
Commitments
In September 2014, the Group agreed to purchase up to 200 Boeing 737-8200 aircraft (100 firm orders and 100
subject to option) from The Boeing Company over a five year period originally due to commence in FY20 (the “2014
Boeing Contract”). This agreement was approved at an EGM of Ryanair Holdings plc in November 2014. Subsequently,
the Group agreed to purchase an additional 10 Boeing 737-8200 aircraft bringing the total number of Boeing 737-8200
aircraft on order to 210 (assuming all options are exercised). In April 2018, the Company announced that it had converted
25 Boeing 737-8200 options into firm orders bringing the Company’s firm order to 135 Boeing 737-8200s with a further
75 options remaining. In December 2020, shortly after the FAA's ungrounding of the Boeing 737-MAX aircraft in the U.S.,
the Company announced that it had converted its remaining 75 Boeing 737-8200 options into firm orders bringing the
Company’s firm order to 210 Boeing 737-8200 aircraft. Following certification of the Boeing 737-8200 by the FAA in late
March 2021, and EASA in early April 2021, the Group took delivery of its first Boeing 737-8200 in June 2021 and had 176
of these aircraft in its fleet at March 31, 2025. Deliveries are expected to continue until the end of FY26.
In May 2023, the Group agreed to purchase up to 300 Boeing 737 MAX-10 aircraft (150 firm orders and 150
subject to option) from the Boeing Company for delivery between 2027 and 2033. This agreement received shareholder
approval at the Company’s AGM in September 2023.
The table below includes the future Purchase Obligations for firm aircraft purchases under the existing 2014
and 2023 Boeing Contracts. This table is calculated by multiplying the number of firm aircraft the Group is obligated to
purchase under its agreements with Boeing during the relevant period by the standard list price of approximately U.S.
$102.5m for each Boeing 737-8200 aircraft and U.S.$135m for each Boeing 737-MAX-10 aircraft, adjusted for (i) basic
credits (approximately 60% of the standard list price); (ii) price escalation over the original scheduled delivery timeframe;
and (iii) advance payments paid in prior fiscal years. The dollar-denominated obligations are converted into euro at the
year-end exchange rate of U.S. $1.0817 = €1.00. The Group is eligible for further customer specific credits, reflective,
inter alia, of its longstanding partnership with Boeing, its launch customer status for both the Boeing 737-8200 aircraft
and the Boeing 737 MAX-10 aircraft, its commitment to purchase 210 Boeing 737-8200 aircraft under the 2014 Boeing
Contract and up to 300 Boeing 737 MAX-10 aircraft under the 2023 Boeing Contract and the delayed commencement
of Boeing 737-8200 aircraft deliveries. These customer specific credits are not included in the table below but will reduce
the average amount payable per aircraft, and therefore, the Group’s obligations due under the 2014 Boeing Contract and
2023 Boeing Contract. The Group considers that Boeing customer specific credits are not material to the Group’s cash
outflows over the time horizon of the 2014 Boeing Contract or the time horizon of the 2023 Boeing Contract. Under the
terms of the 2014 Boeing Contract and 2023 Boeing Contract, the Group is required to make periodic advance payments
of the purchase price for aircraft it has agreed to purchase over the two-year period preceding the scheduled delivery of
aircraft with the balance of the purchase price being due at the time of delivery. Purchase Obligations detailed below
are based on an agreed delivery schedule as of March 31, 2025.
Obligations Due by Period
Purchase Obligations
Total
<1 year
1-2 years
2-5 years
After 5 years
€M
€M
€M
€M
€M
Purchase contracts with Boeing
10,288
1,004
771
4,648
3,865
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RYANAIR GROUP ANNUAL REPORT 2025
Contingencies
The Company is engaged in litigation arising in the ordinary course of its business. Although no assurance can
be given as to the outcome of any current or pending litigation, management does not believe that any such litigation
will, individually or in the aggregate, have a material adverse effect on the results of operations or financial condition of
the Company, except as described below. Since 2002, the European Commission has examined the agreements
between Ryanair and various airports to establish whether they constituted illegal State aid. In many cases, the European
Commission has concluded that the agreements did not constitute State aid. In other cases, Ryanair has successfully
challenged the European Commission finding that there was State aid. In 2014, the European Commission announced
findings of State aid to Ryanair in its arrangements with Pau, Nimes, Angouleme, Altenburg and Zweibrücken airports,
ordering Ryanair to repay a total of approximately €10m of alleged aid. In 2016, the European Commission announced
findings of State aid to Ryanair in its arrangements with Cagliari and Klagenfurt, ordering Ryanair to repay approximately
€13m of alleged aid. Ryanair appealed these “aid” decisions to the EU General Court. In 2018, the General Court upheld
the Commission’s findings regarding Ryanair’s arrangements with Pau, Nimes, Angouleme and Altenburg airports, and
overturned the Commission’s finding regarding Ryanair’s arrangement with Zweibrücken airport. Ryanair appealed the
negative findings to the Court of Justice of the EU but in 2019 Ryanair discontinued these appeals as the Court had
refused to grant an oral hearing in any of the cases. The appeal before the General Court regarding Ryanair’s
arrangements with Cagliari airport has been discontinued following the European Commission’s withdrawal of its
decision in 2023 as a result of a General Court ruling in a related case. In 2021, the General Court upheld the European
Commission’s finding regarding Ryanair’s arrangements with Klagenfurt airport. Ryanair appealed this negative finding
to the Court of Justice of the EU in 2021 and received a ruling in 2023 where the European Commission’s finding was
upheld. In 2019, the European Commission announced findings of State aid to Ryanair in its arrangements with
Montpellier airport, ordering Ryanair to repay a total of approximately €9m of alleged aid. Ryanair appealed the
Montpellier “aid” decision in 2021 to the EU General Court and received a judgment in 2023 upholding the European
Commission’s finding. Ryanair appealed the General Court judgment to the European Court of Justice, but discontinued
the appeal in October 2024 as the Court indicated it would proceed without an oral hearing or Advocate General opinion.
In 2022, the European Commission announced findings of State aid to Ryanair in its arrangements with La Rochelle
airport, ordering Ryanair to repay a total of approximately €8m of alleged aid. Ryanair has appealed this finding of State
aid to the General Court. In September 2024, the European Commission announced a finding of State aid to Ryanair at
Frankfurt (Hahn) airport relating to certain arrangements from 2003 – 2018, ordering Ryanair to repay approximately
€14m of alleged aid. Ryanair appealed the Frankfurt (Hahn) aid decision to the General Court in February 2025. Ryanair
is facing similar legal challenges with respect to agreements with certain other airports, notably Carcassonne, Girona,
Reus, Târgu Mureș, and Beziers. These investigations are ongoing (as is the European Commission’s re-examination of
the Cagliari case following its withdrawal in March 2023 of the 2016 “aid” decision), and Ryanair currently expects that
they will conclude in 2025, with any European Commission decisions appealable to the EU General Court. Ryanair is also
facing an allegation in a German court case launched by Lufthansa in 2006 that it has benefited from unlawful State aid
in relation to its arrangements with Frankfurt (Hahn). Adverse rulings in the above or similar cases could be used as
precedents by competitors to challenge Ryanair’s agreements with other publicly owned airports and could cause
Ryanair to strongly reconsider its growth strategy in relation to public or state-owned airports across Europe. This could
in turn lead to a scaling back of Ryanair’s growth strategy due to the smaller number of privately owned airports available
for development. No assurance can be given as to the outcome of these proceedings, nor as to whether any unfavorable
outcomes may, individually or in the aggregate, have a material adverse effect on the results of operations or financial
condition of the Company.
In mid-2023, the Spanish Ministry of Consumer Affairs launched sanctioning proceedings against Ryanair and
several other airlines regarding cabin baggage and other customer policies. The Company filed submissions with the
Ministry explaining that its policies are fair, necessary for operational and safety purposes, and fully transparent. In May
2024, the Ministry ordered the discontinuation of these policies and imposed substantial fines on Ryanair and other
airlines. In November 2024, the Minister of Consumer Affairs confirmed the May decision, imposing fines of
approximately €107m on Ryanair. Ryanair is appealing this decision to the courts, as well as seeking a suspension of
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RYANAIR GROUP ANNUAL REPORT 2025
the discontinuation order, and intends to fully defend its position with reference to its rights under Spanish and EU law,
as well as positive court rulings in similar matters, but the outcome of these proceedings cannot be guaranteed.
23. Note to cash flow statement
The following table outlines the changes in the carrying value of net cash:
At March 31,
2025
2024
2023
€M
€M
€M
Net cash/(debt) at beginning of year
1,372.8
558.8
(1,451.6)
Changes from financing cashflows
(Decrease)/increase in cash and cash equivalents in year, including net foreign exchange differences
(12.1)
276.1
930.3
(Decrease)/increase in financial assets: cash > 3 months
(137.7)
(818.4)
122.1
Increase/(decrease) in restricted cash
16.7
(13.1)
(3.2)
Net cash flow from decrease in debt
86.4
1,143.2
1,085.7
Movement in net funds resulting from cash flows
(46.7)
587.8
2,134.9
Other changes
Translation on U.S. dollar denominated debt
3.3
16.2
0.9
Promissory notes
—
213.5
—
Lease additions
(22.8)
—
(122.1)
Interest expense
(2.8)
(3.5)
(3.3)
Movement from other changes
(22.3)
226.2
(124.5)
Net cash at end of year
1,303.8
1,372.8
558.8
Analyzed as:
Cash and cash equivalents, cash > 3 months and restricted cash
3,986.5
4,119.6
4,675.0
Total borrowings*
(2,682.7)
(2,746.8)
(4,116.2)
Net cash
1,303.8
1,372.8
558.8
*Total borrowings include current and non-current maturities of debt and current and non-current lease liabilities.
The following table outlines the changes in the carrying value of share premium:
At March 31,
2025
2024
2023
€M
€M
€M
Balance at beginning of year
1,404.3
1,379.9
1,328.2
Changes from financing cashflows
Net proceeds from shares issued
4.9
16.4
31.7
Share premium receivable on shares issued
12.4
8.0
20.0
Movement in net funds resulting from cash flows
17.3
24.4
51.7
Balance at end of year
1,421.6
1,404.3
1,379.9
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RYANAIR GROUP ANNUAL REPORT 2025
The following table outlines the changes in liabilities arising from financing activities:
At March 31,
2025
2024
2023
€M
€M
€M
Balance at beginning of year
(2,746.8)
(4,116.2)
(5,077.4)
Repayments of borrowings
50.0
1,100.5
1,039.4
Lease liabilities paid
36.4
42.7
46.3
Lease modifications/additions
(22.8)
—
(122.1)
Interest expense
(2.8)
(3.5)
(3.3)
Foreign exchange
3.3
16.2
0.9
Promissory notes
—
213.5
—
Balance at end of year
(2,682.7)
(2,746.8)
(4,116.2)
Less than one year
(886.1)
(89.4)
(1,099.9)
More than one year
(1,796.6)
(2,657.4)
(3,016.3)
Balance at end of year
(2,682.7)
(2,746.8)
(4,116.2)
24. Shareholder returns
An interim dividend of approx. €0.223 per share was paid in February 2025 (February 2024: €0.175). The Board
is recommending the payment of a final dividend of €0.227 per share, subject to AGM approval in September 2025
(September 2024: €0.178).
The Company announced and launched a €700m share buyback program (including Ordinary Shares underlying
ADRs) in May 2024, which was subsequently completed in August 2024. A follow-on €800m share buyback program
was announced and launched in late August 2024, of which approximately 98% was completed at March 31, 2025.
There were no shareholder returns during FY23.
25. Post-balance sheet events
In April 2025 the Company bought back approximately 1m ordinary shares, completing the €800m share
buyback program. In May 2025, the Board approved a follow-on €750m share buyback program (including Ordinary
Shares underlying ADRs), which will likely run for the next 6 – 12 months.
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RYANAIR GROUP ANNUAL REPORT 2025
26. Subsidiary undertakings and related party transactions
The following are the principal subsidiary undertakings within the Ryanair Group.
Registered
Nature of
Name
% Held in ordinary shares
Office
Business
Buzz (Ryanair Sun S.A.)
100
21 Cybernetyki Street, 02-677
Warsaw, Poland
Airline operator
Lauda Europe Limited
100
191, Level 3, Triq Marina, Pieta'
PTA 9041, Malta
Airline operator
Malta Air Limited
100
191, Level 3, Triq Marina, Pieta’
PTA 9041, Malta
Airline operator
Ryanair DAC
100
Airside Business Park, Swords,
Co. Dublin, Ireland
Airline operator
Ryanair UK Limited
100
Enterprise House, 2nd Floor,
London Stansted Airport,
England
Airline operator
Pursuant to Sections 314-316 of the Companies Act 2014, a full list of subsidiary undertakings will be annexed
to the Company’s Annual Return to be filed with the Companies Registration Office in Ireland.
In accordance with the basis of consolidation policy, as described in Note 1 of these consolidated financial
statements, the subsidiary undertakings referred to above have been consolidated in the financial statements of Ryanair
Holdings plc for the years ended March 31, 2025, 2024 and 2023.
The total amount of remuneration paid to senior key management (defined as the Executive team reporting to
the Board of Directors, together with all NEDs) amounted to €14.7m in the FY25 (FY24: €16.5m; FY23: €11.8m).
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Basic salary and bonus
9.2
8.7
7.3
Pension contributions
0.2
0.2
0.2
NED fees
1.1
1.1
0.6
10.5
10.0
8.1
Share-based compensation expense (non-cash technical accounting charge)
4.2
6.5
3.7
14.7
16.5
11.8
27. Date of approval
The consolidated financial statements were approved by the Board of the Company on May 16, 2025.
322
RYANAIR GROUP ANNUAL REPORT 2025
Company Balance sheet
At March 31,
2025
2024
2023
Note
€M
€M
€M
Non-current assets
Investments in subsidiaries
29
206.5
193.7
197.6
Current assets
Loans and receivables due from subsidiaries
30
2,879.8
3,325.0
1,603.0
Cash and cash equivalents
12.9
14.2
11.1
Total assets
3,099.2
3,532.9
1,811.7
Current liabilities
Amounts due to subsidiaries
31
36.8
35.2
35.2
Accrued expenses
3.8
—
—
Total current liabilities
40.6
35.2
35.2
Shareholders’ equity
Issued share capital
6.4
6.9
6.9
Share premium account
1,421.6
1,404.3
1,379.9
Other undenominated capital reserve
4.0
3.5
3.5
Retained earnings
1,589.0
2,049.2
344.9
Other reserves
37.6
33.8
41.3
Shareholders’ equity
3,058.6
3,497.7
1,776.5
Total liabilities and shareholders’ equity
3,099.2
3,532.9
1,811.7
In accordance with section 304 of the Companies Act 2014, the profit for FY25 of the Company amounted to €1,450m
(2024: €1,900m; 2023: €nil).
The accompanying notes are an integral part of the financial information.
On behalf of the Board
Stan McCarthy
Michael O'Leary
Director
Director
May 16, 2025
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RYANAIR GROUP ANNUAL REPORT 2025
Company Statement of Cash Flows
Year ended
March 31,
2025
2024
2023
€M
€M
€M
Operating activities
Result for the year
1,450.2
1,900.2
—
Write down of intercompany receivables
49.8
—
—
Net cash provided by operating activities
1,500.0
1,900.2
—
Investing activities
Increase in loans and amounts due/from subsidiaries
(1,072.2)
(1,714.6)
(31.1)
Net cash used in investing activities
(1,072.2)
(1,714.6)
(31.1)
Financing activities
Dividends paid
(437.7)
(199.5)
—
Net proceeds from shares issued
8.6
17.0
31.7
Net cash (used in)/provided by financing activities
(429.1)
(182.5)
31.7
(Decrease)/increase in cash and cash equivalents
(1.3)
3.1
0.6
Cash and cash equivalents at beginning of year
14.2
11.1
10.5
Cash and cash equivalents at end of year
12.9
14.2
11.1
The accompanying notes are an integral part of the financial information.
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RYANAIR GROUP ANNUAL REPORT 2025
Company Statement of Changes in Shareholders’ Equity
Other
Issued
Share
Undenom-
Ordinary Share Premium
Retained
inated
Other
Shares Capital Account Earnings Capital Reserves
Total
M
€M
€M
€M
€M
€M
€M
Balance at March 31, 2022
1,134.6
6.8 1,328.2
339.5
3.5
30.5 1,708.5
Comprehensive income
Result for the year
—
—
—
—
—
—
—
Total comprehensive income
—
—
—
—
—
—
—
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equity shares
4.1
0.1
51.7
—
—
—
51.8
Share-based payments
—
—
—
—
—
16.2
16.2
Transfer of exercised and expired share based awards
—
—
—
5.4
—
(5.4)
—
Balance at March 31, 2023
1,138.7
6.9 1,379.9
344.9
3.5
41.3 1,776.5
Comprehensive income
Profit for the year
—
—
—
1,900.2
—
—
1,900.2
Total comprehensive income
—
—
—
1,900.2
—
—
1,900.2
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equity shares
1.4
—
24.4
—
—
—
24.4
Share-based payments
—
—
—
—
—
(3.9)
(3.9)
Dividend paid
—
—
—
(199.5)
—
—
(199.5)
Transfer of exercised and expired share based awards
—
—
—
3.6
—
(3.6)
—
Balance at March 31, 2024
1,140.1
6.9 1,404.3 2,049.2
3.5
33.8 3,497.7
Comprehensive income
Profit for the year
—
—
—
1,450.2
—
—
1,450.2
Total comprehensive income
—
—
—
1,450.2
—
—
1,450.2
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equity shares
1.0
—
17.3
—
—
—
17.3
Repurchase of ordinary equity shares
—
—
— (1,481.7)
—
— (1,481.7)
Cancellation of repurchased shares
(77.2)
(0.5)
—
—
0.5
—
—
Share-based payments
—
—
—
—
—
12.8
12.8
Dividend paid
—
—
—
(437.7)
—
—
(437.7)
Transfer of exercised and expired share based awards
—
—
—
9.0
—
(9.0)
—
Balance at March 31, 2025
1,063.9
6.4
1,421.6
1,589.0
4.0
37.6
3,058.6
The accompanying notes are an integral part of the financial information.
325
RYANAIR GROUP ANNUAL REPORT 2025
Notes forming part of the Company Financial Statements
28. Basis of preparation and material accounting policies
The Company’s financial statements have been prepared in accordance with International Accounting
Standards and International Financial Reporting Standards (collectively “IFRS”) as adopted by the European Union (EU),
which are effective for the year ended as at March 31, 2025. The Company financial statements comply with IFRS as
adopted by the EU. The Company financial statements have also been prepared in accordance with the Companies Act,
2014. The Company financial statements are presented in euro millions, being its functional currency. They are prepared
on an historical cost basis except for certain share based payment transactions, which are based on fair values
determined at grant date.
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income
and expenses. These estimates and associated assumptions are based on historical experience and various other
factors believed to be reasonable under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ materially from these estimates. These underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if these are also affected. Principal sources of estimation
uncertainty have been set out in the critical accounting policies section in Note 1 to the consolidated financial
statements. Such uncertainties may impact the carrying value of investments in subsidiaries at future dates.
Statement of compliance
The Company financial statements have been prepared in accordance with IFRS as adopted by the EU. In
addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the Company financial
statements comply with IFRS Accounting Standards as issued by the IASB. The Company financial statements have
also been prepared in accordance with the Companies Act, 2014. On publishing parent entity financial statements
together with Group financial statements the Company is taking advantage of the exemption contained in Section 304
of the Companies Act, 2014 not to present its individual income statement, statement of comprehensive income and
related notes that form a part of these approved financial statements.
The Directors have reviewed all new or revised IFRS standards and IFRIC interpretations, effective for future
financial years, as set forth in Note 1 to the consolidated financial statements, and have concluded their adoption will
not have a significant impact on the parent entity financial statements.
Share-based payments
The Company accounts for the fair value of share options granted to employees of a subsidiary as an increase in its
investment in that subsidiary. The fair value of such options is determined in a consistent manner to that set out in the
Group share-based payments accounting policy and as set out in Note 1 and 14 (c) to the consolidated financial
statements. Intercompany arrangements are in place to compensate the Company for the allotment of its shares to
employees of other Group companies.
Income taxes
Income taxes are accounted for by the Company in a manner consistent to that set out in the Group income tax
accounting policy.
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RYANAIR GROUP ANNUAL REPORT 2025
Investments in subsidiaries
The Company holds investments in subsidiary companies, which are carried at cost less any impairments.
Investments in subsidiaries are reviewed for impairment if there are indications that the carrying value may not be
recoverable.
Guarantees
The Company occasionally guarantees certain liabilities of subsidiary companies. These are considered to be
and are accounted for as contingent liabilities until such time as it becomes probable that the Company will be required
to make a payment under the guarantee. Additional details are provided in Note 33 to these Company financial
statements.
Loans and borrowings
All loans and borrowings are initially recorded at the fair value of consideration received, net of attributable
transaction costs. Subsequent to initial recognition, loans and borrowings are held at their fair value as they are
repayable on demand. A loss allowance is recognized, where material, for expected credit losses on all financial assets
held at the balance sheet date. Expected credit losses are the difference between the contractual cash flows due and
the discounted actual cash flows that are expected to be received. Where there has been no significant increase in credit
risk since initial recognition, the loss allowance is equal to 12-month expected credit losses. Where the increase in credit
risk is considered significant, lifetime credit losses are provided.
29. Investments in subsidiaries
At March 31,
2025
2024
2023
€M
€M
€M
Balance at start of year
193.7
197.6
175.9
Increase in investments
—
—
5.5
Movement in investments in subsidiaries by way of share option grant to subsidiary
employees
12.8
(3.9)
16.2
Balance at end of year
206.5
193.7
197.6
30. Loans and receivables due from subsidiaries
At March 31,
2025
2024
2023
€M
€M
€M
Due from subsidiaries
2,879.8
3,325.0
1,603.0
2,879.8
3,325.0
1,603.0
All amounts due from subsidiaries are interest free and repayable upon demand. Following an FY25 review of
outstanding intercompany loans and receivables, the Company recorded a €50m write down representing the full
carrying amount of an on-demand receivable.
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RYANAIR GROUP ANNUAL REPORT 2025
31. Amounts due to subsidiaries
At March 31,
2025
2024
2023
€M
€M
€M
Due to subsidiaries
36.8
35.2
35.2
36.8
35.2
35.2
At March 31, 2025 Ryanair Holdings plc had amounts of €36.8m (2024: €35.2m; 2023: €35.2m) due to
subsidiaries. These amounts are interest free and repayable on demand.
32. Financial instruments
The Company does not undertake hedging activities on behalf of itself or other companies within the Group.
Financial instruments in the Company primarily take the form of loans to subsidiary undertakings. Amounts due to or
from subsidiary undertakings in the form of inter-company loans are interest free and are repayable upon demand and
further details of these have been given in Notes 30 and 31 of these Company financial statements. These inter-company
balances are eliminated in the group consolidation.
The euro is the functional and presentation currency of the Company and all transactions entered into by the
Company are euro denominated. As such, the Company does not have any significant foreign currency risk. The credit
risk associated with the Company’s financial assets principally relates to the credit risk of the Ryanair Group as a whole.
Ryanair has received a BBB+ (stable) credit rating from both Standard & Poor’s and Fitch Ratings. Additionally, the
Company had guaranteed certain subsidiary company liabilities. Details of these arrangements are given in Note 33 of
these Company financial statements.
33. Contingencies
a)
The Company has provided €2.69bn (2024: €2.76bn; 2023: €4.12bn) in letters of guarantee to secure
obligations of subsidiary undertakings in respect of loans, bank advances and long dated foreign currency transactions.
b)
In order to avail itself of the exemption contained in Section 357 of the Companies Act, 2014, the holding
company, Ryanair Holdings plc, has guaranteed the liabilities of its subsidiary undertakings registered in Ireland. As a
result, the subsidiary undertakings have been exempted from the requirement to annex their statutory financial
statements to their annual returns.
Details of the Group’s principal subsidiaries have been included at Note 26.
34. Shareholders’ returns
Please refer to Note 24 of the Consolidated Financial Statements.
35. Post-balance sheet events
Please refer to Note 25 of the Consolidated Financial Statements.
36. Date of approval
The Company financial statements were approved by the Board of the Company on May 16, 2025.
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RYANAIR GROUP ANNUAL REPORT 2025
Directors and other information
Directors
Stan McCarthy
Chairman
Róisín Brennan
Senior Independent Director
Eamonn Brennan
Emer Daly
Geoff Doherty
Bertrand Grabowski
Elisabeth Köstinger
Jinane Laghrari Laabi
Howard Millar
Anne Nolan
Mike O’Brien
Michael O’Leary
Amber Rudd
Group CEO
Secretary
Juliusz Komorek
Registered Office
Ryanair Dublin Office
Airside Business Park
Swords
Co. Dublin
K67 NY94
Ireland
Auditors
PricewaterhouseCoopers (“PwC”)
Chartered Accountants and Statutory Audit Firm
One Spencer Dock
North Wall Quay
Dublin 1
Ireland
DO1 X9R7
Principal Bankers
Citibank Europe Plc
One North Wall Quay
Dublin 1
Ireland
D01 T8Y1
Solicitors & Attorneys at Law
Arthur Cox
Ten Earlsfort Terrace
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York
NY 10006
United States
329
RYANAIR GROUP ANNUAL REPORT 2025
APPENDIX A (Unaudited)
GLOSSARY
Ancillary Revenue per booked passenger
Represents the average revenue earned per booked passenger flown from ancillary services.
Available seat miles (ASM)
Represents total seats available during the period multiplied by the average sector length.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Seats available
211.9m
194.3m
179.9m
117.3m
38.7m
Average sector length (miles) – See page 163
783
780
766
772
776
Available seat miles (ASM)
166bn
152bn
138bn
91bn
30bn
Average Booked Passenger Fare
Represents the average fare paid by a fare-paying passenger who has booked a ticket.
Average Daily Flight Hour Utilization
Represents the average number of flight hours flown in service per day per aircraft for the total fleet of operated
aircraft.
Average Fuel Cost per U.S. Gallon
Represents the average cost per U.S. gallon of jet fuel for the fleet (including fueling and carbon charges) after giving
effect to fuel hedging arrangements.
Average sector length (miles)
Represents the average number of miles flown by a fare-paying passenger.
Baggage commissions
Represents the commissions payable to airports on the revenue collected at the airports for excess baggage and
airport baggage fees.
Booked passenger load factor
Represents the total number of seats sold as a percentage of total seat capacity on all sectors flown.
Break-even load factor
Represents the average percent of seats that must be filled on an average flight at current average fares for the
revenue to break even with the operating costs.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Cost per Available Seat miles (ASM)
€0.0746
€0.0749
€0.0676
€0.0565
€0.0824
Yield per Revenue Passenger Mile (RPM)
€0.0889
€0.0933
€0.0836
€0.0640
€0.0744
Break Even Load Factor
84%
80%
81%
88%
108%
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RYANAIR GROUP ANNUAL REPORT 2025
Cost per Available seat mile (ASM)
Represents total operating costs divided by Available Seat Miles (ASM).
Fiscal year ended March 31
2025
2024
2023
2022
2021
Total operating expenses - See page 266
€12.39bn
€11.38bn
€9.33bn
€5.14bn
€2.48bn
Available Seat Miles (ASM)
166bn
152bn
138bn
91bn
30bn
Cost per Available Seat Mile
€0.0746
€0.0749
€0.0676
€0.0565
€0.0824
Cost per booked passenger
Represents operating expenses divided by booked passengers flown.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Total operating expenses - See page 266
€12.39bn
€11.38bn
€9.33bn
€5.14bn
€2.48bn
Revenue Passengers Booked – See page 163
200m
184m
169m
97m
28m
Cost per booked passenger
€61.88
€61.96
€55.37
€52.97
€89.95
Fare Savings
€6bn fare saving is the difference between the Group's FY25 average revenue per passenger and the average revenue
per passenger for our peers based on their most recent published information multiplied by the Group's FY25 passenger
number.
Fuel Movement
Fiscal year ended March 31
2025
2024
2023
2022
2021
Fuel and oil (€'M)
5,220.2
5,142.6
4,025.7
Exceptional Item (€'M)
-
-
(130.5)
n/a
n/a
Fuel and oil pre-exceptional item (€'M)
5,220.2
5,142.6
3,895.2
Movement (%)
2%
32%
n/a
Gross Cash
Represents cash and cash equivalents, cash >3 months and restricted cash.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Cash and Cash Equivalents (€'M)
3,863.3
3,875.4
3,599.3
2,669.0
2,650.7
Cash > 3 months (€'M)
100.1
237.8
1,056.2
934.1
465.5
Restricted cash (€'M)
23.1
6.4
19.5
22.7
34.1
Gross Cash (€'M)
3,986.5
4,119.6
4,675.0
3,625.8
3,150.3
Net Cash/(Debt)
Refer to Note 23 on page 319.
Net Margin
Represents profit after taxation as a percentage of total revenues.
Number of Airports Served
Represents the number of airports to/from which the carrier offered scheduled service at the end of the period.
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RYANAIR GROUP ANNUAL REPORT 2025
Operating Costs (pre-exceptional)
Represents total operating costs excluding any exceptional items.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Operating Costs (€'M)
9,332.6
5,140.5
Exceptional Item (€'M)
n/a
n/a
(130.5)
130.5
n/a
Operating Costs (pre-exceptional) (€'M)
€9,202.1
€5,271.0
Operating Margin
Represents operating profit as a percentage of total revenues.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Operating profit/(loss) – See page 266 (€'M)
1,558.0
2,060.7
1,442.6
(339.6)
(839.4)
Total operating revenues - See page 266 (€'M)
13,948.5
13,443.8
10,775.2
4,800.9
1,635.8
Operating Margin
11%
15%
13%
(7%)
(51%)
Profit/(loss) after tax (pre-exceptional)
Represents the profit or loss after tax excluding any exceptional items.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Profit/(loss) after tax (€'M)
1,313.8
(240.8)
Exceptional Item (€'M)
n/a
n/a
114.2
(114.2)
n/a
Profit/(loss) after tax (pre-exceptional)
€1,428.0
(355.0)
Revenue Passenger Miles (RPM)
Represents the number of booked passengers multiplied by the average sector length.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Revenue Passengers Booked – See page 163
200m
184m
169m
97m
28m
Average sector length (miles) – See page 163
783
780
766
772
776
Revenue passenger miles (RPM)
157bn
144bn
129bn
75bn
22bn
Revenue Passengers Booked
Represents the number of passengers booked.
Seats available
Represents sectors flown during the period multiplied by the individual capacity of the aircraft.
Fiscal year ended March 31
2025
2024
2023
2022
2021
Sectors flown – See page 163
1,109,332 1,022,455
946,643
620,524
204,828
Average individual aircraft capacity
191
190
190
189
189
Seats available
211.9m
194.3m
179.9m
117.3m
38.7m
Sectors Flown
Represents the number of passenger flight sectors flown.
332
RYANAIR GROUP ANNUAL REPORT 2025
Total Borrowings
Refer to Note 23 on page 319.
Total revenue per booked passenger
Represents the average revenue earned per booked passenger from fares and ancillary services.
Total Shareholder Return
Represents capital appreciation (measured as the difference between the closing share price at the end of each period)
and dividends received by the shareholder.
Yield per Revenue Passenger Miles (RPM)
Represents total revenue divided by Revenue Passenger Miles (RPM)
Fiscal year ended March 31
2025
2024
2023
2022
2021
Total operating revenues – See page 266
€13.95bn
€13.44bn
€10.78bn
€4.80bn
€1.64bn
Revenue passenger miles (RPM)
157bn
144bn
129bn
75bn
22bn
Yield per revenue passenger mile
€0.0889
€0.0933
€0.0836
€0.0640
€0.0744
RYANAIR GROUP ANNUAL REPORT 2025
20%
50%
20%
21%
RYANAIR GROUP ANNUAL REPORT 2025
YOUNG FLEET
FLYING DIRECT
ROUTES
LOWER EMISSIONS
HIGH LOAD FACTORS
WHAT MAKES RYANAIR ONE OF EUROPE’S MOST EFFICIENT AIRLINES?
RYANAIR TARGETS A 27% REDUCTION
OF CO2 PER PAX/KM BY 2031.
A
A-
86%
CSAT
NO.1
GLOBAL
LARGE CAP
AIRLINE