REGISTERED NUMBER: 13994373 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

WINGS AVIATION 1400 LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

Ms A P Ferreira Pais

Mr J A Reader

Secretary:

Accomplish Secretaries Limited

Registered office:

7th Floor 50 Broadway

London

SW1H 0DB

Registered number:

13994373 (England and Wales)

Auditors:

KPMG

1 Harbourmaster Place

IFSC

Dublin 1

Ireland

FIXED ASSETS

Tangible assets

4

25,067,075

26,312,653

CURRENT ASSETS

Debtors

5

338,689

2,820,152

Cash at bank

551

-

339,240

2,820,152

CREDITORS

Amounts falling due within one year

6

(28,896,745

)

(27,106,890

)

NET CURRENT LIABILITIES

(28,557,505

)

(24,286,738

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,490,430

)

2,025,915

CREDITORS

Amounts falling due after more than one year

7

(1,408,830

)

(5,153,098

)

NET LIABILITIES

(4,899,260

)

(3,127,183

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(4,899,261

)

(3,127,184

)

(4,899,260

)

(3,127,183

)

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

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

Ms A P Ferreira Pais - Director

1.	STATUTORY INFORMATION

Wings Aviation 1400 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest dollar ($).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Revenue recognition

The Company leases out aircraft under operating leases and records rental income on a straight-line basis over the term of the lease. Rentals received but unearned under the lease agreement are recorded as Deferred Income within creditors.

Leasing revenue consists of rental payments received in exchange for the lease of an aircraft. A lease is classified as an operating lease where it does not transfer substantially all the risks and rewards incidental to the ownership. Operating lease income under fixed and floating rent leases are recorded in revenue on a straight-line basis, assuming no future change in interest rates after commencement date, over the term of the lease. Differences in revenue on floating rate leases due to changes in interest rates are recognised through an increase or decrease in leasing revenue in the financial period when the change occurs.

No revenues are recognised, and no receivable is recorded from a lessee when collectability is not reasonably assured. Estimating whether collectability is reasonably assured requires some level of subjectivity and judgement. When collectability of rental payments is not certain, revenue is recognised when cash payments are received. Rentals received, but unearned under lease agreements are recorded as deferred income in trade and other payables. In most contracts the lessee also has an obligation to pay supplemental rentals based on utilisation of the leased asset. These rentals are held as maintenance provision.

Leases

Leases where the Company transfers substantially all of the risks and rewards of ownership to the lessee are classified as finance leases. All other leases are classified as operating leases.

On the basis that the Company retains substantially all of the risks and rewards of ownership of all the aircraft, the leases have been classified as operating leases.

Tangible fixed assets

All aircraft owned by the Company are measured at cost, less accumulated depreciation and provisions for impairment, if any. Cost includes expenditure that is directly attributable to the acquisition of the asset, including any cost attributable to bringing the asset to a working condition for intended use.

Depreciation is calculated on a straight-line basis to the aircrafts’ estimated residual value of 15%, on a straight-line basis, over the estimated useful economic lives. The current estimate of useful economic life is 25 years from the date of manufacture. The actual useful economic life of the aircraft is 16 years from the date of purchase. The remaining useful life at period end is 15.21 years.

It also comprises the lessor contribution towards maintenance of the aircraft and is initially recognised as the best estimate of the contractually obligated contribution.

The maintenance contribution is recognised for this amount, and it is depreciated over the life of the associated lease as a charge against lease revenue.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Security deposits

Security deposits on leased aircraft are generally paid by the lessee on the execution of the lease and are non-refundable during the term of the lease. The amounts are held as a security for the timely and faithful performance by the lessee of its obligations during the lease and are included in the Statement of Financial Position as a financial liability. Security deposits are refundable to the lessees, based on the terms of the various aircraft lease agreements. The deposit may be applied against amounts owing from the lessee for rent or returned to the lessee on the termination of the lease.

Lessor contributions and lease incentive assets

Lessor contributions represent contractual obligations on the part of the Company to contribute to the lessee’s cost of the next planned major maintenance events, expected to occur during the lease.

A lessor contribution is established at the commencement of the lease, or at acquisition of an aircraft on lease, representing the best estimate of the contractually obligated contribution. In addition, a lease incentive asset is recognised for this amount, and it is amortised over the life of the associated lease as a charge against lease revenue.

The Company regularly reviews the level of lessor contributions under current lease contracts and makes adjustments as necessary. When aircraft are sold the portion of the accrued liability not specifically assigned to the buyer is derecognised from the statement of financial position as part of the gain or loss on disposal of the aircraft.

Going concern

The Company’s financial statements have been prepared on the going concern basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operation for at least the next twelve months and that the going concern basis of preparation remains appropriate. In determining the going concern basis of preparation of the financial statements, the Directors have considered the impact of current developments related to the uncertainty with respect to the Russian invasion of Ukraine and Israel / Gaza conflict on the Company. The Directors have considered the available resources to the Company and related forecasts, which show that based on current information that the Company would continue as a going concern for the foreseeable future. If the effects of these developments are deeper or more prolonged than currently expected, that could have an impact for future reporting periods. The Directors continue to keep the situation and the impact on the Company under review, with the support of the key service providers.

The Company has one aircraft on lease which is not scheduled to come “off-lease” during the next twelve months.

There is still uncertainty over how the current developments related to the uncertainty with respect to the Russian invasion of Ukraine and and Israel / Gaza conflict will continue to impact the Company’s airline customer and the Company itself as a consequence. The Managing Agent (on behalf of the Directors) has modelled using input provided by the Servicer, considering a period of at least twelve months from the date of approval of these financial statements. The assumptions modelled are based on the expected levels of performance by the Company’s airline customers under their respective lease agreement.

The Directors believe that the Company has sufficient liquidity from its lease cashflows to meet its obligations as they fall due. The appropriateness of the going concern basis of preparation is also dependent on the continued availability of the Company’s borrowings on the terms originally agreed.

However, the Immediate Parent has provided a Letter of Support stating that assistance is available to the Company to meet its financial obligations when they fall due.

Based on these factors, the Directors have a reasonable expectation that the Company has adequate liquidity and financial resources to continue in operation for at least the next twelve months and that the going concern basis of preparation remains appropriate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

$

Cost

At 1 January 2024

28,499,658

Additions

4,144,000

Disposals

(5,567,000

)

At 31 December 2024

27,076,658

Depreciation

At 1 January 2024

2,187,005

Charge for year

2,780,965

Eliminated on disposal

(2,958,387

)

At 31 December 2024

2,009,583

Net book value

At 31 December 2024

25,067,075

At 31 December 2023

26,312,653

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

$

$

Trade debtors

167,358

180,012

Amounts owed by group undertakings

-

2,137,611

Other debtors

140,001

330,656

VAT

20,115

3,874

Prepayments

11,215

167,999

338,689

2,820,152

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

$

$

Trade creditors

133,227

143,616

Amounts owed to group undertakings

28,701,685

26,524,301

Accruals and deferred income

61,833

438,973

28,896,745

27,106,890

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/12/24

31/12/23

$

$

Lessor contribution

-

3,423,000

Security deposit

865,000

1,600,000

Maintenance reserve

543,830

130,098

1,408,830

5,153,098

8.	LEASING AGREEMENTS

At 31 December 2024, the Company had contracted to receive the following minimum cash lease rentals under non-cancellable operating leases:

31/12/24

31/12/23

Receivable: expiring

$

$

Within 1 year

5,322,000

4,500,000

Between 1 and 5 years

8,655,350

8,234,500

Greater than 5 years

-

-

13,977,350

12,734,500

31/12/24

31/12/23

Payable: expiring

$

$

Within 1 year

2,141,988

2,039,988

Between 1 and 5 years

3,926,978

5,740,299

Greater than 5 years

-

-

6,068,966

7,780,287

Lessor contribution

31/12/24

31/12/23

$

$

Lessor contribution

-

3,423,000

-

3,423,000

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

Colm O’Rourke (Senior Statutory Auditor)

for and on behalf of KPMG

10.	RELATED PARTY TRANSACTIONS

Debtors includes $ nil (2023 - $2,137,612) due from group undertakings.

Creditors includes $28,701,685 (2023 - $26,524,301) due to group undertakings.

Interest accrues monthly on intercompany balances. Loans are repayable by monthly instalments and the amounts payable depend on the lease income received from the lessee, net of expenses payable by the company.

11.	ULTIMATE CONTROLLING PARTY

The immediate parent of the Company is WAVE 2017-1 LLC, a company registered in USA. The Directors regard Wings Capital Partners LLC, a company incorporated in the USA as the ultimate parent.