wk-2025-12-31-ixbrl

WILLIS LIMITED

CONTENTS


	Page

Strategic report .................................................................................................................................	3

Directors’ report ...............................................................................................................................	22

Climate-related financial disclosures ...............................................................................................	31

Independent auditor’s report ............................................................................................................	42

Income statement .............................................................................................................................	46

Statement of comprehensive income ...............................................................................................	47

Balance sheet ....................................................................................................................................	48

Statement of changes in equity ........................................................................................................	49

Notes to the financial statements ......................................................................................................	50

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025

Company activities and review of developments

Willis Limited (the 'Company') is a subsidiary of Willis Towers Watson plc. Willis Towers Watson plc, together

with its subsidiaries (‘WTW’), is a leading global advisory, broking and solutions company that provides data-

driven, insight-led solutions in the areas of people, risk and capital. The Company is domiciled and incorporated

in the United Kingdom.

WTW offers its clients a broad range of services and solutions designed to help them identify and control risks,

while also enhancing business performance by improving their ability to attract, retain and engage a talented

workforce. Our risk control services span from strategic risk consulting, including actuarial analysis and various

due diligence services, to practical on-site support such as health and safety or property loss control consulting,

alongside analytical and advisory services like hazard modelling and climate risk quantification. We also assist

clients in planning for and managing incidents or crises through services like contingency planning, security

audits and product tampering plans. To further enhance business performance, we deliver consulting services,

technology and solutions that help clients anticipate, identify and capitalize on emerging opportunities in human

capital management, as well as offer investment guidance to help them develop disciplined and efficient

strategies to meet their financial goals.

Our colleagues serve a diverse base of clients ranging in size from major multinational corporations to middle-

market companies in a variety of industries, public institutions and individual clients. Many of our client

relationships span decades.

Within the WTW offering, the Company predominantly contributes towards risk management and mitigation

services as an insurance broker. We act as an intermediary between our clients and insurance carriers by advising

our clients on their risk management requirements, helping them to determine the best means of managing risk

and negotiating and placing insurance with insurance carriers through our global distribution network. We are

not an insurance company and therefore we do not underwrite insurable risks for our own account.

The Company is mainly regulated by the Financial Conduct Authority (‘FCA’).

Developments during the year

There have been no significant changes in the Company’s principal activities in 2025. The Directors are not

aware, at the date of this report, of any likely major changes in the Company’s activities in the next year.

The Company’s Business Model

The Company conducts most of its trading activity in the Risk and Broking (‘R&B’) business unit and

specifically, the Corporate Risk and Broking (‘CRB’) business.

The R&B segment provides a broad range of risk advice, insurance brokerage and consulting services to clients

globally, ranging from small businesses to multinational corporations.

The CRB business places premiums into the insurance markets on an annual basis and delivers integrated global

solutions tailored to client needs. This is underpinned by data and analytics through a balanced matrix of global

lines of business and local Property and Casualty businesses, across three geographical areas: United Kingdom,

North America, and the Rest of the World. Our specialized and data-driven approach is underpinned by our risk

analytics and climate analytics propositions.

Across all businesses, our experts take an industry-focused approach to risk management and assessment,

delivering broader perspectives and data-informed decision making to our clients. Our lines of business include

Property and Casualty, Affinity, and our specialty global lines of business.

Property and Casualty — Property and Casualty, in each of our geographical areas, provides property and

liability insurance brokerage services across a wide range of industries and segments including real estate,

healthcare and retail.

Affinity — Through Affinity, we arrange insurance products and services for our affinity client partners to offer

to their customers, employees, or members alongside, or in addition to, their principal business offerings.

Our specialty global lines of business as of 31 December 2025 include:

Aerospace — Aerospace provides specialist expertise to the aerospace and space industries. Our aerospace

business provides insurance broking, risk management services, contractual and technical advisory expertise to

aerospace clients globally, including the world’s leading airlines, aircraft manufacturers, air cargo handlers and

other airport and general aviation companies. The specialist InSpace team is also prominent in providing

insurance and risk management services to the space industry.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Company activities and review of developments (continued)

The Company’s Business Model (continued)

Construction — Our Construction business provides services that include insurance broking, claims, loss control

and specialized risk advice for a wide range of construction projects and activities. Clients include contractors,

project owners, public entities, project managers, consultants and financiers, among others.

Global Markets Direct & Facultative — Direct provides property and liability insurance brokerage services

across a wide range of industries and segments including real estate, healthcare and retail. Facultative capabilities

exist for each of CRB’s offerings to serve as a broker or intermediary for insurance companies seeking to arrange

reinsurance solutions across various classes of risk for their clients, some of which may also be broking clients of

WTW. Where such arrangements exist, any actual or potential conflicts of interest are managed in line with the

Global Conflicts of Interest Policy.

Financial, Executive and Professional Risks (‘FINEX’) — FINEX encompasses all financial and executive risks,

delivering client solutions that range from management and professional liability, employment practices liability,

crime, cyber and M&A-related insurances to risk consulting and advisory services. Specialist teams provide risk

consulting and risk transfer solutions to a broad spectrum of clients across a multitude of industries, as well as

the financial and professional service sectors.

Credit Risk Solutions (formerly known as Financial Solutions) — Credit Risk Solutions provides insurance

broking services and specialized risk advice related to credit and political risk. Clients include international

banks, commodity traders, export credit agencies and multinational corporations.

Crisis Management — Our global practice delivers crisis management and contingency risk management to

multinational clients, providing comprehensive solutions around terrorism, political violence, accident and

health, special crime and active assailant.

Surety — The Global Surety team provides expertise in placing bonds across all industries and around the globe.

A surety bond is a financial instrument that guarantees contractual performance, statutory compliance, and

financial assurance for domestic and international companies.

Marine — Marine provides specialist expertise to the maritime and logistics industries. Our Marine business

provides insurance broking services related to hull and machinery, cargo, protection and indemnity, fine art and

general marine liabilities, among others. Our Marine clients include, but are not limited to, ship owners and

operators, shipbuilders, logistics operations, port authorities, traders, shippers, exhibitors and secure transport

companies.

Natural Resources — Our Natural Resources practice encompasses the oil, gas and chemicals, mining and

metals, power and utilities and renewable energy sectors. It provides sector-specific risk transfer solutions and

insights, which include insurance broking, risk engineering, contractual reviews, wording analysis and claims

management.

Business Strategy

The Company operates in attractive markets – both growing and mature – with a diversified platform across

industries, segments and businesses globally.

The Company's strategy is focused on extending and amplifying its strengths to deliver sustainable growth and

profitability.

The Company believes it can achieve this through executing on three strategic objectives:

• Accelerate performance: By executing on the segment growth strategies to strengthen business

fundamentals, advance innovative solutions and capitalise on its global footprint.

• Enhance efficiency: By having a continuous improvement mindset, delivering operating leverage in

its segments and leveraging WTW Enterprise Delivery Organisation (WE DO) to focus on right work,

right place, right tools and real estate optimisation.

• Optimise portfolio: By intentionally managing its portfolio through inorganic and organic investment

in areas of strength and deepen its large and high-growth businesses with strategic investments in

corporate risk and broking, health and benefits and wealth. Also, by divesting businesses that are no

longer a strategic fit or do not align with its desired financial profile.

These objectives are enabled by a focused investment framework and capital allocation strategy.

Through these objectives, the Company aims to grow revenue, improve margins and increase cash flow,

EBITDA and earnings.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Company activities and review of developments (continued)

Business Strategy (continued)

The Company cares as much about how it works as it does about the impact that it makes. This means

commitment to a shared purpose and values, a foundational framework that guides how it runs its business and

serves its clients. The Company's values of client focus, teamwork, integrity, respect and excellence underpin all

that it does, and how it behaves and interacts with its clients and its partners.

Key Financial Highlights and Key Performance Indicators

The Company’s key financial and other performance indicators during the year were as follows:


	2025	2024	Movement	% Change
	$m	$m	$m

Turnover	1,127	828	299	36%
Operating expenses - excluding foreign exchange gain/(loss)	(915)	(677)	(238)	35%
Operating income/(expense) – foreign exchange gain/(loss)	22	(10)	32	320%
Profit before taxation	261	163	98	60%

Shareholders' funds	793	735	58	8%

Current assets as % of current liabilities	140%	131%
Average number of employees	3,106	3,012

WTW manages its operations on a business segment basis. For this reason, the Company’s Directors believe that

key performance indicators for WTW are not meaningful for an understanding of the development, performance

or position of the business. The performance of WTW, which includes the Company, is discussed in WTW’s

financial statements which do not form part of this report.

Financial results for the year ended 31 December 2025

In 2025, the Company’s turnover was $1,127 million, a $299 million, or 36 percent increase on 2024 turnover of

$828 million. This increase was driven by:

• $306 million increase in underlying brokerage and fees with $193 million of the increase relating to

the Company being the Global Risk & Broking Centre of Excellence, and further increases in the

Construction and Direct & Facultative business

partly offset by:

• $7 million decrease in interest and investment income on fiduciary cash holdings.

Operating expenses were $915 million in 2025, a $238 million, or 35 percent increase on 2024 operating

expenses of $677 million. This increase was driven by:

• $214 million increase in corporate allocations recharged by other group companies, with the increase

principally being driven by the increase in costs as a result of the Company becoming the Global Risk

& Broking Centre of Excellence;

• $9 million increase in employee costs relating to inflationary increases and changes in tax legislation;

• $6 million travel, entertainment and business development and other office costs;

• $5 million technology related expenditure; and

• $4 million irrecoverable VAT.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Company activities and review of developments (continued)

Financial results for the year ended 31 December 2025 (continued)

Operating profit was additionally impacted by:

• $32 million favourable impact from foreign exchange with a gain of $22 million in 2025 versus a loss

of $10 million in 2024, largely attributed to the favourable exchange rate movements when revaluing

the sterling denominated net pension scheme asset into US dollars;

• $17 million decrease in compensation costs, consulting and legal fees and other transaction costs

relating to transformation due to cessation in 2024; and

• $5 million decrease in impairment, relating to the disposal of the PPH Limited investment in 2024.

Total operating profit of $234 million in 2025 was $115 million, or 97 percent, higher than 2024 operating profit

of $119 million.

Profit before taxation of $261 million in 2025 was $98 million, higher than 2024 profit before tax of $163

million. The increase was driven by:

• the increase in operating profit as described above;

• $12 million decrease in the net of interest receivable and interest payable, attributed to a decrease in

interest rates on loans receivable from intercompany entities; and

• $5 million decrease in dividends received from shares in group undertakings.

Profit for the year of $189 million in 2025 was $68 million higher than 2024 profit for the year of $121 million.

This was a result of the $98 million increase in profit before tax, discussed above, in addition to a $30 million

increase in the tax charge on profit.

Shareholders' Funds and Other Resources

Shareholders' funds of $793 million in 2025 increased by $86 million from $707 million in 2024, reflecting

increases from:

• $189 million profit for the year as described above;

• $11 million deferred tax increase to equity attributed primarily to other comprehensive income

movements on the pension scheme net asset;

• $11 million of equity-settled share-based payments; and

• $3 million unrealised gain and reclassification of prior period gains and losses, attributed to the fair

value of derivative instruments (forward currency sales) following movements in the value of the

Pound Sterling and Euro to the US dollar during the year

partly offset by:

• $82 million dividend payments and other distributions; and

• $46 million actuarial loss related to the defined benefit pension scheme net asset, consisting of a $58

million decrease in scheme assets following lower asset returns and actuarial experience losses and

changes in actuarial assumptions of $1 million arising on scheme liabilities offset by $13 million

decrease in scheme liabilities primarily attributable to a change in actuarial financial and demographic

assumptions in the year.

The Directors review the adequacy of the Company’s capital relative to the risks it faces on a regular basis.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Company activities and review of developments (continued)

Financial results for the year ended 31 December 2025 (continued)

Balance sheet

The balance sheet on page 48 of the financial statements shows the Company’s financial position at the year end.

Net assets, including pension plan surplus, of $793 million in 2025 have increased by $86 million on 2024 net

assets, including pension plan surplus, of $707 million. The increase was driven by:

• $89 million increase in trade debtors, of which $67 million of the increase relates to amounts falling

due within one year and $22 million of the increase relates to amounts falling due after more than one

year;

• $56 million increase in net amounts receivable from group undertakings;

• $21 million decrease in accrued expenses and deferred income;

• $14 million increase in assets held for sale;

• $1 million decrease in deferred tax liability;

• $4 million increase in net asset of the fair value of derivative instruments;

• $2 million increase in prepayments, accrued income and other debtors; and

• $1 million increase in deferred contract costs

partly offset by:

• $62 million increase in income tax and national insurance payable;

• $17 million decrease in the net defined benefit pension asset;

• $16 million decrease in tangible fixed assets;

• $2 million increase in trade creditors;

• $2 million increase in net VAT payable;

• $1 million increase in net amounts payable to associate undertakings;

• $1 million decrease in intangible fixed assets; and

• $1 million increase in provisions.

Future Developments

There are no significant future developments as at the date of these financial statements.

Defined Benefit Scheme

The latest funding valuation of the Scheme was performed at 31 December 2022. Based on the preliminary

results of this valuation, a revised Schedule of Contributions was agreed in July 2023. Following completion of

the valuation in March 2024, an updated Schedule of Contributions was agreed from that date. Under these

Schedules of Contributions, no further Company contributions are payable to the Scheme from July 2023, other

than those paid on behalf of the Scheme members via the Salary Sacrifice arrangement.

Capital Management Policy

As an insurance intermediary regulated by the Financial Conduct Authority (‘FCA’), the Company’s capital

requirements are set out in both the Threshold Conditions and MIPRU requirements within the FCA Handbook.

The Company’s policy is to review its capital requirements on a regular basis and to maintain capital resources

of at least twice that requirement.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Principal risks and uncertainties

The Company maintains an established Enterprise Risk Management Framework overseen by the Board through

its Enterprise Risk Management Committee, which meets at least quarterly. The Committee is responsible for

advising the Board on all material risk matters, including the ongoing assessment and monitoring of risks against

the Company’s defined risk appetite. Through this framework, the Company identifies, evaluates and manages

the principal risks and uncertainties that could affect the achievement of its strategic objectives. The principal

risks and uncertainties facing the Company are:

Change Risk

WTW and the Company are typically subject to ongoing business and organisational changes. There are also a

number of other initiatives planned or ongoing to transform our systems and processes and gain efficiencies.

Effectively managing these organisational changes is critical to retaining talent, servicing clients and our

business success overall. The failure to effectively manage such risks could adversely impact our resources or

business or financial results. The Company manages this risk through robust change governance processes,

mechanisms to retain key colleagues and through ongoing monitoring of key performance indicators designed to

provide early notice of declining performance. The Company has a robust approach to change management and

the relevant governance forums are utilised to consolidate activity and monitor and adjust that activity to reflect

the resource and change capability available from time to time.

Exposure to WTW

The Company is a wholly-owned subsidiary of WTW. WTW is a leading global advisory, broking and solutions

company, is listed on the NASDAQ and has total assets at 31 December 2025 of US$30 billion (2024: US$28

billion). The Company is dependent upon its ultimate parent company and WTW for ongoing support in a wide

range of areas, including the provision of operational and technology services and delivery of a number of key

projects and initiatives. The Company also deposits surplus funds with WTW.

WTW is dependent upon the Company for its access to the London Insurance Market and related expertise. The

Directors expect the support from WTW to continue for the foreseeable future. The Company is exposed to

additional risks by virtue of being part of the wider group. These risks have been discussed in WTW’s financial

statements which do not form part of this report.

The Board considers the Company’s exposure to WTW when setting the Company’s capital requirement and risk

appetite. The Company maintains and regularly refreshes a detailed response plan to provide a framework to

enable the timely notification, invocation and management of the initial response to a Parental Failure scenario

through documented processes.

Economic Environment

Global markets are continuing to experience uncertainty, volatility and disruption as a result of the ongoing

Russia-Ukraine and Middle East wars and other geopolitical conflicts and tensions. Although the length and

impact of these situations are highly unpredictable, the ongoing uncertainty and volatility of the global economy

and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the

markets in which we operate, could accelerate recessionary pressures and continue to lead to further market

disruptions This impacts not only the cost of and access to liquidity, but also other costs to run and invest in our

business.

Other global economic events, such as monetary and fiscal policy, supply chain disruptions and geopolitical

tensions beyond the aforementioned ongoing wars, have also contributed to significant inflation across the globe.

In particular, inflation in the United States, Europe, and other geographies has risen to levels not experienced in

recent decades, and while this has eased somewhat in the last year, we are seeing its impact on various aspects of

our business. Moreover, global economic conditions have created market uncertainty and volatility. Such general

economic conditions, including inflation, stagflation, political volatility, costs of labour, cost of capital, interest

rates, bank stability, credit availability, and tax rates, affect our operating and general and administrative

expenses, and we have no control or limited ability to control such factors. These general economic conditions

can also impact revenue, including revenue from customers as well as income from funds we hold on behalf of

customers and pension-related income.

Furthermore, there could in addition to the direct impact of the dynamic tariff environment, which the Company

does not expect to be significant so long as retaliatory actions do not extend to services, be further indirect

impacts such as changes in consumer sentiment, trade relations, economic activity, willingness to do business

with companies related to U.S.-listed firms, inflationary pressures and employee distraction, which could

negatively affect our business, operations and financial condition.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Principal Risks and Uncertainties (continued)

The Company will continue to monitor the situation and assess any implications to our business and our

stakeholders.

Competition

The markets for our principal services are highly competitive. Competition for business is intense in all of our

business lines and in every insurance market, and some competitors have greater market share in certain lines of

business than we do. Some of our competitors have greater financial, technical and marketing resources than us,

which could enhance their ability to finance acquisitions, fund internal growth and respond more quickly to

professional and technological changes. This gap in resources between us and some of our competitors has

increased as they have made acquisitions. New competitors, as well as increasing and evolving consolidation or

alliances among existing competitors, have created and could continue to create additional competition and could

significantly reduce our market share further, resulting in a loss of business for us and a corresponding decline in

revenue and profit margin. In order to respond to increased competition and pricing pressure, we may have to

lower our prices, which would also have an adverse effect on our revenue and profit margin.

In addition, existing and new competitors (whether traditional competitors or non-traditional competitors, such

as technology companies) may continue to develop competing technologies or product or service offerings. Any

new technology or product or service offering (including insurance companies selling their products directly to

consumers or other insureds) that reduces or eliminates the need for intermediaries in insurance sales transactions

could have a material adverse effect on our business and results of operations. Further, the increasing willingness

of clients to either self-insure or maintain a captive insurance company, and the development of capital markets-

based solutions and other alternative capital sources for traditional insurance needs, could also materially

adversely affect us and our results of operations.

Acceptance of Market Derived Income

The Company, in common with the wider insurance intermediary market, has traditionally been remunerated by

base commissions paid by insurance carriers in respect of placements we make for clients, or by fees paid by

clients. Intermediaries also obtain other revenue from insurance carriers. This revenue, when derived from

carriers in their capacity as insurance markets (as opposed to corporate clients of the intermediaries where they

may be purchasing insurance or reinsurance or other non-market-related services), is commonly known as

market derived income or 'MDI'. MDI is an area in which allegations of conflicts of interest may arise, where the

Company or any of its employees has or may have an interest in a transaction or engagement that is inconsistent

with our clients’ interests. MDI takes a variety of forms, including volume- or profit-based contingent

commissions, facilities administration charges, business development agreements, and fees for providing certain

data to carriers. The Company has a duty to act in the best interests of our clients and has processes, procedures

and controls in place intended to mitigate potential conflicts overseen by the Market Derived Income Committee.

Pension Risks

The Company’s defined benefit pension scheme was closed to new members in January 2006 but continues to

accrue future benefits for existing members. Under Financial Report Standard 101 - Reduced Disclosure

Framework (‘FRS 101’), the net asset recorded within the financial statements in respect of the pension scheme

fund for 2025 is $269 million (2024: $286 million). The liabilities of the pension scheme, and a large proportion

of the assets of the scheme, are denominated in pounds sterling, which gives exposure to currency risks. The

scheme valuation is subject to assumptions and other factors, including equity and bond market returns, inflation

rates, mortality assumptions, potential regulatory and legal changes and counterparty exposure in investments.

The latest funding valuation of the Scheme was performed at 31 December 2022. Based on the preliminary

results of this valuation, a revised Schedule of Contributions was agreed in July 2023. Following completion of

the valuation in March 2024, an updated Schedule of Contributions was agreed from that date. Under these

Schedules of Contributions, no further Company contributions are payable to the Scheme from July 2023, other

than those paid on behalf of the Scheme members via the Salary Sacrifice arrangement. These contributions are

expected to total £1.3 million ($1.7 million) in 2026.

The next funding valuation as at 31 December 2025 is currently in progress. Pension risks are mitigated through

a balanced approach to investments held and a proactive relationship with the Scheme Trustee, including an

agreed funding strategy.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Principal Risks and Uncertainties (continued)

Regulatory, Legal and Conduct Risk

The Company is subject to regulation from the FCA in relation to its insurance mediation activities. The FCA

has prescribed principles for business and rules by which the Company’s insurance and reinsurance operations

are to conduct business, including the rules governing how the Company holds client assets.

The FCA has three operational objectives:

• Promoting effective competition in the interests of consumers.

• Securing an appropriate degree of protection for consumers.

• Protecting and enhancing the integrity of the UK financial system.

Furthermore, since 2023 the FCA also now has a secondary objective to facilitate the international

competitiveness and growth of the UK economy in the medium to long term (subject to alignment with

international standards). Central to the regulator’s agenda are their commitments to reduce and prevent serious

harm; set and test higher standards and promote competition and positive change. Any failure by the Company,

or its employees, to satisfy the FCA that it is in compliance with their requirements or the legal requirements

governing its activities, could result in disciplinary actions, fines, reputational damage and financial harm. In

addition, the FCA extended the Senior Managers and Certification Regime (‘SMCR’) which became effective on

9 December 2019. The SMCR is designed to drive improvements in culture and governance within financial

services firms and to deter misconduct by increasing individuals’ accountability. We continue to focus on

reducing potential consumer harm through the review of appropriate metrics and taking appropriate action as

necessary. In 2023, the FCA also introduced new requirements to establish a Consumer Duty to set higher and

clearer standards of consumer protection across financial services and requires firms to put their customers’

needs first. The Company has strengthened existing processes, procedures, governance and reporting in order to

meet these requirements and proactively identify instances of potential foreseeable harm. These requirements are

only applicable to smaller clients falling within the FCA’s scope of the Duty and introduced a new FCA

principle to ensure that a firm must act to deliver good outcomes for retail customers.

The Company is also subject to rules and legislation governing money laundering, bribery and corruption,

sanctions, fraud prevention and competition. The Company has established procedures to ensure that it is in

compliance with these rules. However, should the Company fail to comply with the requirements, this failure

may result in disciplinary actions, fines, reputational damage and financial harm. These rules and legislation

impact the Company’s global operations. From time to time the rules and legislation are subject to change which

may impact the Company’s operations.

In light of the introduction of the failure to prevent fraud offence, introduced through the Economic Crime and

Corporate Transparency Act, the company has reviewed its fraud framework to ensure it has established policies

and procedures to manage and mitigate this fraud risk.

To mitigate these risks the Company’s Legal, Risk and Compliance departments have established a framework to

ensure compliance with all applicable regulatory requirements, which include detailed guidance on the standards

to which colleagues must adhere. Reviews and audits of compliance with this guidance are carried out on a

regular basis by both the Compliance and Internal Audit departments.

Errors and Omissions Exposures

As a consequence of the business sector the Company operates in, claims alleging professional negligence may

be made against the Company. Some of these claims may have a material adverse impact on the Company’s

profitability, cash and capital position. The Company mitigates this risk through the use of the Client Excellence

Model, which is designed to provide a consistent high level of service and quality to the Company’s clients. In

addition, the Company has taken out its own programme of insurance cover in respect of these risks.

Liquidity Risk

Liquidity risk is the risk that the Company may not have sufficient cash available to meet its obligations as they

fall due. The Company assesses the potential scenarios in which this might take place and maintains significant

cash and liquid funds to mitigate the risk. In the ordinary course of business the Company can also rely on

WTW’s liquidity.

Currency Risk (Fx)

The Company conducts its business in multiple currencies, primarily US dollars, Pounds Sterling and Euro, and

is therefore exposed to currency risk in relation to revenue and the value of its assets and liabilities. The

Company has intercompany balances with fellow group undertakings in currencies other than US dollars, the

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Principal Risks and Uncertainties (continued)

Currency Risk (Fx) (continued)

primary functional currency of the Company, and is therefore exposed to movements in exchange rates. The

Board has established and monitors a policy with clear limits and processes to be followed to manage this risk. In

addition, WTW’s treasury function takes out contracts to manage this risk at a group level.

Credit Risk

Credit risk is the risk that counterparties may not be able to repay amounts in full when due. This risk arises in

respect of amounts due from clients and insurers in respect of brokerage not yet received, funded claims and

funded premiums. It also arises in respect of its cash and investment holdings.

Brokerage not yet received is monitored closely to minimise the time taken to collect. The risk of funded claims

and premiums is mitigated by the Company’s policy of only funding claims and premiums in exceptional

circumstances and then through active collection of the debts created.

The failure of one or more banks may have an adverse impact on the Company. The Company holds its own and

fiduciary cash in bank accounts and deposits and money-market funds. These accounts and deposits are spread

across a number of banks. The Company does not place any funds in banks with a short-term credit rating below

Standard and Poor’s of A1 or Moody’s rating of P1. Banks with which the Company has a credit exposure are

monitored monthly. In the event of a bank failure, the FCA’s Client Asset Sourcebook (‘CASS’) rules set out the

mechanism by which any loss of client money should be administered. The Company has reviewed its processes

for complying with these rules and continues to implement changes to further strengthen them. The Company

mitigates its exposure to credit risk through the diversification of funds between approved banks and through a

programme of reduction of fiduciary balances where possible.

The Board has established and monitors a policy with clear limits and processes to be followed to manage these

risks.

Interest Rate Risk

The Company’s investment portfolio is held over a variable maturity profile and therefore exposes the Company

to interest rate risk. The Company mitigates this risk through active investment portfolio management.

Business & Technology Interruption Risk

The Company conducts its business in multiple locations across the world. The most significant of these are in

London and Ipswich (United Kingdom), and Delhi and Mumbai (India) and in addition the Company relies on

significant Group operations in Manila (Philippines). These locations may be subject to natural and man-made

catastrophes which may disrupt the Company’s operations. The Company mitigates this risk through the

documentation and testing of business interruption plans, which include establishment of backup operational

sites (including remote working) and procedures for re-establishment of operations. The Company maintains

appropriate insurance cover for business interruption events. The Company has established a control framework

around the provision of IT services which aims to address these risks. These controls are subject to ongoing

review and testing.

Outsourcing Risk

As part of providing services to clients and managing our business, we rely on a number of third-party service

providers. Our ability to perform effectively depends in part on the ability of these service providers to meet their

obligations, as well as on our effective oversight of their performance. The quality of our services could suffer or

we could be required to incur unanticipated costs if our third-party service providers do not perform as expected

or their services are disrupted. This could have a material adverse effect on our business operations. The

Company manages this risk through processes of supplier and partner selection, due diligence, onboarding and

an ongoing programme of monitoring and review to ensure that our outsource partners remain appropriate.

Data Security Risk

We depend on information technology networks and systems to process, transmit and store electronic

information and to communicate among our locations around the world and with our alliance partners, insurance

carriers/markets, clients and third-party vendors. We also maintain our clients’ confidential and proprietary

information and the personal data of their customers and employees. Our information systems, and those of our

third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving

cybersecurity risks. We regularly experience cyberattacks and are the target of computer viruses, hackers,

distributed denial of service attacks, malware infections, ransomware attacks, phishing and spear-phishing

campaigns, and other external hazards, as well as improper or inadvertent workforce behaviour, which could

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Principal Risks and Uncertainties (continued)

Data Security Risk (continued)

expose confidential company and personal data systems and information, including information of our customers

and employees, to security breaches.

Further, the advance of both generative and agentic AI may give rise to additional vulnerabilities and potential

entry points for cyber threats. With generative AI tools, threat actors may have additional tools to automate

breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital

impersonation. In addition, increasing use of generative and agentic AI models in our internal systems may

create new attack methods for adversaries. Because generative and agentic AI are new fields, our understanding

of cybersecurity risks resulting from generative and agentic AI and protection methods continues to develop, and

features that rely on generative or agentic AI, including in services provided to us by third parties, may be

susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity

incidents

Many of the software applications that we use in our business are licensed from, and supported, upgraded and

maintained by, third-party vendors. Our third-party applications include, but are not limited to, enterprise cloud

storage and cloud computing application services provided and maintained by third-party vendors. These third-

party applications store or may afford access to confidential and proprietary data of the Company, our colleagues

and our clients. We have processes designed to require third-party vendors that provide information technology

(‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with respect to the

storage, protection and transfer of confidential, personal and proprietary information, but our processes cannot

eliminate all risk of compromise or unauthorized access or use of such information in the event of a breakdown

of a vendor’s data protection processes, a data breach due to the intentional or unintentional non-compliance by a

vendor’s employee or agent, or as a result of a cyber-attack on the product, software or information systems of a

vendor in our software supply chain. Any compromise of the product, software, data or infrastructure of a

Company vendor, including a software or IT vendor in our supply chain, has and could again, result in the

compromise of Company data or infrastructure or result in material operational disruption, although no such

known previous compromise has been material to our business or financial results. Further, the risk and potential

impact of a data breach on our third-party vendors’ products, software or systems increase as we move more of

our data and our clients’ data into our vendors’ cloud storage, engage in IT outsourcing, and consolidate the

group of third-party vendors that provide cloud storage or other IT services for the Company. Over time, the

frequency, severity and sophistication of the attacks against us and our vendors have increased, including due to

the use of AI for purposes of cybercrime, and the broader range of threat actors, including state-sponsored actors

and hacker activists. In addition, our contractual and insurance protections with vendors may be limited or

unenforceable, and vendor outages, flawed updates or delayed patching could disrupt our operations.

We maintain policies, procedures and administrative, physical and technological safeguards and controls (such

as, where in place, multifactor authentication and encryption of data in transit and at rest) designed to protect the

security and privacy of the data in our custody and control. However, such safeguards are time-consuming and

expensive to deploy broadly and are not necessarily always in place or effective, and we cannot entirely

eliminate the risk of data security breaches, improper access to, takeover of or disclosure of confidential

company or personally identifiable information. We may not be able to detect and assess such issues, or

implement appropriate mitigation or remediation, in a timely manner. We are engaged in an ongoing effort to

enhance our protections against such attacks; this effort will require significant expenditures, take time to

execute and may not be successful. Our technology may fail to adequately secure the private information we

hold and protect it from theft, computer viruses, hackers or inadvertent loss.

The methods used to obtain unauthorized access to, disable or degrade service or sabotage the Company’s

systems are also constantly evolving, are increasingly sophisticated, and may be difficult to anticipate or detect.

To our knowledge, these incidents have not had a material impact on our business or operations thus far.

However, our reputation could be harmed and our business and results of operations could be materially and

adversely affected if we were to be the target of such attacks in the future, or if, despite our controls and efforts

to detect breaches, we were to be the victim of an undetected breach.

We have implemented and regularly review and update processes and procedures to protect against fraud and

unauthorized access to and use of secured data and to prevent data loss. The ever-evolving threats mean that we

and our third-party service providers and vendors must continually evaluate, adapt, enhance and otherwise

improve our respective systems and processes, especially as we grow our mobile, cloud and other internet-based

services. There is no guarantee that such efforts will be adequate to safeguard against all fraud, data security

breaches, unauthorized access, operational impacts or misuses of data. For example, our policies, colleague

training (including phishing prevention training), and procedures and technical safeguards have not prevented or

detected all improper access to confidential, personal or proprietary information by colleagues, vendors or other

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Principal Risks and Uncertainties (continued)

Data Security Risk (continued)

third parties with otherwise legitimate access to our systems, although, to date, such known improper access has

not been material to our business or financial results

In addition, we may not be able to implement such efforts as quickly as desired if, for example, greater resources

are required than originally expected or resources and management’s focus are insufficient. Any future

significant compromise or breach of our data security or fraud, whether external or internal, or misuse of client,

colleague, supplier or company data, could result in additional significant costs, lost revenue opportunities,

disruption to operations and service, fines, lawsuits, and damage to our reputation with our clients and in the

broader market.

Environment

There is increased and sometimes conflicting focus, including from governmental and non-governmental

organisations, investors, colleagues and clients, on sustainability matters such as environmental stewardship,

climate change, diversity and inclusion and workplace conduct. Negative public perception, adverse publicity or

negative comments in social media and other forums could damage our reputation if we do not, or are not

perceived to, adequately address any one or more of these issues. Any harm to our reputation relating to

sustainability matters could impact colleague engagement and retention and the willingness of clients and others

to do business with us.

For further details see the Sustainability section of wtwco.com, the stream-lined energy and carbon reporting and

the climate related financial disclosure report.

Employees

Employee Matters

Details of the number of employees and related costs can be found in note 5 to the financial statements on page

60.

The performance of WTW and our colleagues' role in achieving company goals are reinforced through many

mediums: our company wide communications celebrating business wins and those involved; regular all

colleague town halls with open Q&A; our company Recognition Hub; and an employee share purchase plan that

employees are actively encouraged to participate in (further detail can be found in note 22 below). We continue

to encourage our colleagues to give feedback and speak up with a dedicated intranet page to ‘asking the CEO’

anything. We are committed to creating an environment that embraces individualism, allows colleagues to bring

their whole selves to work, and fostering an environment of belonging at WTW.

Communication with colleagues concerning the objectives and performance of WTW is conducted through staff

briefings and regular meetings, complemented by colleague publications and video presentations. Feedback is

continually sought from staff on a variety of business, management and human resources issues. These

communication tools provide colleagues with the opportunity to contribute to the everyday running of the

business, to support the achievement of WTW’s vision and business strategy and to facilitate their personal

development.

We are committed to demonstrating to our stakeholders and communities that we are a responsible and ethical

business partner and good corporate citizen by conducting our business based on our global Code of Conduct,

Respect at Work and Anti-Harassment Policy, and our Company values, which emphasise managing our

relationships, inside the Company and out, with fairness, decency and good citizenship. Our policy is that

adherence is compulsory and enforced, with reported violations investigated promptly, and demonstration of

values formally assessed during annual performance reviews. Colleagues may raise concerns anonymously or

confidentially through our Whistleblowing hotline, online or by phone. Mandatory training on our Code of

Conduct is delivered to all colleagues annually and completion rates are monitored. In addition, the introduction

of the Workers Protection Act requires employers to take reasonable steps to prevent sexual harassment in the

workplace. As part of our suite of training modules, Preventing Sexual Harassment and Respect at Work are

mandatory training for all colleagues in GB, including contractors.

We partner with our clients and communities to help address their social and economic challenges. For example,

we participate in the Insurance Development Forum, a public/private partnership led by the insurance industry

and international organisations (such as the United Nations and the World Bank) that aims to optimise and

extend the use of insurance and its related risk management capabilities to build greater resilience and protection

for people, communities, businesses and public institutions that are vulnerable to disasters and their associated

economic shocks.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Employees (continued)

Employee Matters (continued)

Additionally, as a professional services company, WTW endeavours to enable our colleagues to reach their full

potential by fostering a culture of mutual respect, an inclusive and diverse work environment, professional

development opportunities, safe working conditions and fair hiring and labour standards.

While we believe the nature of our business as a professional services provider to predominantly corporate

clients means that we are not directly exposed to a high risk of modern slavery and human trafficking, we are

nonetheless aware that the possibility does exist within our global supply chains. We have a formal global human

rights statement (see wtwco.com for further detail), and our approach to modern slavery reflects our overall

approach to human rights. Willis Limited has produced a Modern Slavery Act Transparency Statement, most

recently for the financial year ending 31 December 2024. This can be obtained from www.wtwco.com. We work

with other WTW entities to combat modern slavery and human trafficking in the business structure and have a

cross-functional modern slavery working group that continues to coordinate a Company-wide approach. As part

of WTW, the Company is committed to maintaining and improving practices to combat the human rights

violations of slavery and human trafficking. The UK Modern Slavery Working Group has continued

investigations into our supply chain to advance a standardised approach to assessing the risk of modern slavery

and human trafficking.

To ensure a high level understanding of the risks of modern slavery and human trafficking amongst those of our

colleagues engaged in our large enterprise-wide supplier arrangements, we have continued to train across key

departments so that relevant employees are aware of the risks and warning signs. We continue to standardise

Company-wide modern slavery and human trafficking requirements for our large enterprise-wide supplier

arrangements to provide for a coordinated approach.

Inclusion and Diversity (I&D)

Our people strategy guides our actions to make the company a destination employer for top talent. Our approach

to building and sustaining an inclusive and high-performing culture includes a priority focus on the holistic

colleague experience including:

• Attraction and retention: Growing the pipeline for talent with a broad range of backgrounds,

experiences, and perspectives.

• Development and promotion: Supporting the overall diversity of our business leadership.

• Culture and brand: Promoting an inclusive culture and work environment.

Our policies, including our Code of Conduct, require that our employment decisions comply with applicable law.

Our global and regional I&D councils — with members from our businesses, geographies and functions— and

our leadership team support our approach through initiatives that align with the Company’s priorities. The

councils focus on areas that have the greatest impact for our colleagues and align with our company priorities.

Our global I&D council is co-sponsored by Carl Hess, CEO, and Kristy Banas, chief human resources officer

(CHRO).

Started in 2013, our colleague inclusion networks are company-supported groups that are open to all colleagues.

They are important components of our talent strategy and help us better connect with each other, our clients and

the communities in which we operate. They provide a platform for colleague dialogue and collaboration on

initiatives related to talent attraction and retention while raising awareness and fostering a more inclusive culture.

• Gender Equity focuses on the career development of women and supports company-wide efforts to

make progress toward our aspirational goals.

• LGBT+ engages colleagues from across the diverse spectrums of sexual orientation and gender identity.

• Multicultural embraces cultural diversity and educates on differences in race, ethnicity, religion,

language and culture.

• Workability aims to increase understanding of disability, wellbeing and health-related matters at work.

• Early Career Professionals creates a community of connected, engaged, well-informed and career-

confident professionals.

• Caregivers supports colleagues with caring responsibilities by highlighting the impact of caring and

emphasising the challenges and contribution caregivers make to families and communities.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Employees (continued)

Inclusion and Diversity (I&D) (continued)

Throughout the year, the inclusion networks host inspirational and educational events to raise awareness,

recognise events on our global diversity calendar and celebrate locally important days. Our calendar enables us

to broaden the scope of our messaging while continuing to reinforce the importance of these observances.

Gender Pay Gap Reporting

We continue to hold I&D and equal opportunity at the heart of our business strategy. We value everyone’s

unique identity, experiences, wellbeing and individual needs. We have made encouraging progress since gender

pay gap legislation was first introduced in 2017, and WTW remains committed to reducing the gap further.

Willis Limited’s 2025 data can be obtained from www.wtwco.com. Consistent with many of our competitors and

our sector, we continue to record a gender pay gap that is higher than we would like and not reflective of the

company that we aspire to be. In Willis Limited, the mean gender pay gap is 28.7%, an improvement of 1.1%.

The primary reason for our gender pay gap is the size and shape of our workforce. We have a higher number of

men than women in senior roles, which attract higher levels of remuneration. We also have more women than

men in junior roles, which has a further effect in widening the gap. The combination of these result in average

male pay being higher than average female pay overall, resulting in a gender pay gap. Both hourly pay and bonus

gaps reflect this.

Anti-Bribery and Anti-Corruption

The Company is subject to global anti-bribery and anti-corruption policies and procedures, which apply to all

employees in entities owned and/or controlled by WTW, and third parties performing services on behalf of

WTW (unless the third parties have comparable anti-bribery and anti-corruption policies of their own).

WTW’s Anti-Bribery & Corruption Policy states that WTW is committed to conducting business with honesty,

integrity and fairness and without the use of bribery and corrupt practices, and prohibits the offering, promising,

giving, requesting, agreeing to receive or accepting of any bribes or other illegal or corrupt payments or

inducements to or from any person at anytime, anywhere in the world.

Bribery and corruption risks include those through third parties and gifts, events, entertainment and hospitality.

The Company mitigates these risks through global procedures which apply to all employees in entities owned

and/or controlled by WTW. The Company’s Anti-Bribery & Corruption - Gifts, Events/Entertainment &

Hospitality Procedures require prior approval of gifts, events, entertainment and hospitality (whether given or

received by WTW) that meet bribery risk criteria explained in the procedures. In general, the Anti-Bribery &

Corruption - Third Party Approval Procedures require due diligence be conducted on, and approval be obtained

for, all third parties performing specified services on behalf of WTW. The approval procedures require third

parties approvals to be refreshed periodically, on a risk-based approach.

The policies, procedures and supporting forms and information are available on the Company’s intranet site and

are translated into several different languages to support their global application and understanding.

Online training is delivered annually in these languages on a risk-based approach to WTW employees regarding

Anti-Bribery & Corruption, Gifts, Events/Entertainment & Hospitality, and Third Party Bribery Risk, including a

comprehension test on the module content.

All WTW employees are also required to comply with the Code of Conduct, which among other things sets out

the Company’s expectations regarding anti-bribery and anti-corruption matters. All employees are required

annually to complete Code of Conduct training (provided in multiple languages) and to complete a

comprehension test on the module content and certify their understanding and compliance with the Code of

Conduct.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Corporate and Social Responsibility

We recognise that a part of being a good corporate citizen is caring about our communities and taking steps to

help reinvest in and strengthen them now and for the future. Our philanthropy outlets include:

• Business and office giving: Our local business leaders are empowered to support charities.

• Matching gifts: We match the donations of individual colleagues up to $2,500 cumulatively per year

to charitable causes.

• Volunteer day: We support colleagues who donate their time and talent by offering one paid day per

calendar year for volunteering with an organisation that supports and enhances our communities.

• The introduction of CSR Office Champions.

• Colleagues being able to vote for who the Company-sponsored charity should be.

Whistleblowing

Pursuant to the Code of Conduct, WTW conducts its business responsibly and in compliance with all applicable

laws, regulations, internal accounting standards, accounting controls and audit findings. It is expected that

colleagues will act with the highest possible standards of honesty, ethical conduct and integrity in all that they

do. Should colleagues have a genuinely held concern that these high standards are not being maintained, they are

invited to raise any concerns via several different confidential reporting routes. WTW takes all reports of

misconduct seriously and investigates them thoroughly in line with the Global Speak Up Policy. Reprisal or

retaliation against anyone who has in good faith reported potential breaches of our values, the Code of Conduct

or the law is not tolerated.

In addition, the Whistleblowing Policy (Willis Limited) has been established which applies to all Willis Limited

colleagues, consultants, contractors, volunteers, interns and workers. This also encourages all colleagues who

suspect or are aware of any wrongdoing to access the organisation to speak up. This outlines additional reporting

options available to Willis Limited colleagues including reporting to the Chief Compliance Officer, General

Counsel, Human Resources and the Willis Limited Whistleblowing Champion (a Willis Limited Non-Executive

Board Director). The Willis Limited Audit Committee receives a report at least annually in relation to the

whistleblowing arrangements, including the results of annual testing.

Non-Financial and Sustainability Information Statement

Climate-related Financial Disclosure

The Company has included climate-related financial disclosures as required by the Companies (Strategic Report)

(Climate-related Financial Disclosure) Regulations 2022 (SI 2022/31) in a separate report which follows the

Directors' report in these financial statements.

Section 172 (‘S172’) Companies Act 2006

This report is a demonstration of the purpose, culture and values that the Board of Directors has established, and

how these factors guide the Board’s decision-making. It sets out the way in which proposals and activities that

are presented to the Board impact the Company’s stakeholders in the long term.

The Board of Directors considers its material stakeholders to be its employees, customers, suppliers, regulators

and its shareholder, in addition to the environment and communities in which they work and live. This is

encapsulated by the Company adopting the following core values, also being WTW’s core values: client focus,

teamwork, integrity, respect and excellence.

Employees

The Company is committed to providing a supportive and inclusive workplace for all, premised on decency,

openness and good citizenship. Driven by its core values and strong culture of diversity, the Company aims to be

a workplace where everyone can flourish and belong. In our continued efforts to ensure that our people are at the

forefront of what we do we continually strive for excellence. Our Apprenticeship programme goes from strength

to strength having been recognised on numerous occasions this year:

• WTW ranked in the Top 100 employers with Rate my Apprenticeship 2025.

• WTW were ranked top 50 in the Financial Times Best Employer List.

This external recognition reinforces our continued focus on colleagues and providing a supportive work

environment. The Company considers a diverse and inclusive work environment as central to its business. It

allows the Company to leverage the best of its thinking and efforts as well as ensure that employees remain

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Section 172 (‘S172’) Companies Act 2006 (continued)

Employees (continued)

engaged and inspired. In line with this, several initiatives have been implemented and designed to monitor and

enhance the colleague experience.

The Culture and Conduct Committee is an essential part of ensuring that the Company continues to maintain and

enhance its culture and values by monitoring and addressing poor conduct and ensuring consistently high work

standards across the Company. The Company is fully committed to complying with all relevant employment

legislation in these areas, including the Worker Protection Act.

In 2025, the Board regularly received people updates from the Human Resources Director which included

updates in respect of inclusion and diversity and non-financial misconduct. The presence of the Human

Resources Director, the Chief Compliance Officer and the Chief Risk Officer at Board meetings ensures that the

interests of the employees, the FCA and the second line functions are actively considered during Board

deliberations. The Company continues to actively engage with the Company’s Pension Trustees to provide full

transparency and support.

Regulators

The Board seeks to preserve a cooperative relationship with Regulators including the FCA. The presence of the

Chief Compliance Officer at Board meetings is key to ensuring that the FCA’s perspective is actively considered

during Board deliberations and to ensure that the Board is fully informed of regulatory developments and

priorities.

The Company seeks to maintain an open and proactive relationship with the FCA by engaging in regular, two-

way dialogue with the wider supervisory team, where required. The Board also engages with the FCA on an ad-

hoc basis as issues arise. The Board of Directors considers the feedback from the FCA very carefully and has

developed a culture of proactive compliance based on its ongoing channels of communication

Shareholder

The ultimate parent of the Company is Willis Towers Watson plc ('WTW'). In 2019, the Company entered into a

Memorandum of Understanding with WTW, establishing the principle that, while the Company forms part of a

global group, it operates as a UK regulated entity with the authority and operational independence required to

meet its legal and regulatory obligations. The memorandum ensures that the Company’s implementation of

WTW’s global strategy, business model and prudential arrangements remains fully aligned with FCA

requirements and applicable law.

Constructive engagement between the Company’s Board and the WTW Board is maintained through formal and

informal channels, including periodic reciprocal attendance of the Board Chairs at each others meetings. The

Memorandum of Understanding underwent a review in February 2022 to ensure ongoing alignment with the

WTW’s Group structure and the updated version was approved by the Willis Limited Board.

Customers

We continually prioritise our customers, placing them at the heart of all we do. As an organisation, our goal

remains to always act in our clients’ best interests while maintaining the WTW standards and meeting regulatory

expectations. We have put in place different policies and principles such as: The WTW Client Excellence Model

(CEM) and the Willis Limited Business Conduct Risk policy to guide all our colleagues in this regard.

The Board also receives quarterly updates on customer interactions and feedback through business reports, and

our New Products Process (NPP) ensures that we proactively deliver in-demand and innovative products and

solutions that meet our clients’ needs.

Willis Limited has established a formal Consumer Duty framework that defines how in-scope clients are

identified, how Consumer Duty requirements are embedded across the client lifecycle, and how the delivery of

good customer outcomes is overseen. The framework is supported by clearly defined governance, accountability,

and an integrated management information suite. Oversight is delivered through a structured governance

architecture, including a network of appointed Consumer Duty Champions and Experts across Lines of Business,

enabling consistent challenge, escalation, and knowledge sharing.

Enhanced MI and Power BI reporting provide improved visibility of in-scope clients, outcomes, and indicators

of foreseeable harm, and support timely remediation, with MI embedded into leadership and governance forums

to enable effective senior management oversight. Senior Managers remain accountable for evidencing good

client outcomes, proactively identifying and addressing risks, and ensuring that Consumer Duty considerations

are consistently applied, monitored, and refined, including for clients in vulnerable circumstances.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Section 172 (‘S172’) Companies Act 2006 (continued)

Third Party Suppliers

The Company’s culture of diversity also applies to its suppliers. The Board is committed to working with ethical

suppliers who can provide fresh perspectives and viewpoints, in addition to maximising the benefits and support

they can provide to employees and customers. The due diligence and on-boarding in relation to the Company’s

supply-chain emphasises compliance with the core values and includes additional requirements relating to the

risk of modern slavery. The Company continuously monitors its supply chain and ensures oversight over its key

supplier arrangements. The Company has a Chief Procurement Officer, who oversees the Company’s key

suppliers and maintains appropriate relationships. The Chief Procurement Officer presents a report to every

scheduled Board meeting and escalates all material items of feedback as necessary to the Board on a regular

basis. For further details, see the Modern Slavery Statement for Willis Limited, available on the WTW website,

www.wtwco.com.

Environment and Community

Our clients, colleagues and other stakeholders expect us to conduct our business with integrity and in an

environmentally and socially responsible manner. We take these expectations seriously and, consistent with what

we believe enhances long-term value, have implemented sustainability programmes that are aligned with our

business priorities and support the communities in which we operate across the globe.

Sustainability is how we refer to our environmental, people and community, and governance efforts that relate to

our own internal operations. To guide these activities, the Sustainability Taskforce is a cross-functional

management committee sponsored by our General Counsel and comprised of representatives from across the

global functions. The taskforce provides central governance over our sustainability efforts across the

organisation to ensure our activities are aligned with the Company’s business and strategic priorities. Members

of the taskforce provide updates to the CEO and executive management, and meet with the Corporate

Governance and Nominating Committee several times a year.

Environment

The environmental impact of WTW's operations is largely due to office-based activities, suppliers and business

travel. As a result, efforts seek to reduce our environmental impact may include:

• Improving energy efficiency in our operations.

• Reducing our need for business travel by using virtual meeting technologies and more flexible work

styles.

• Promoting recycling in the Company's offices.

• Minimising single-use plastics in offices.

• Minimising the waste sent to landfills.

• Purchasing environmentally responsible supplies.

• Encouraging all colleagues to adopt environmentally responsible habits at work and in their

communities.

Initiatives that WTW is involved in include being part of the Ocean Risk and Resilience Action Alliance, are a

signatory of the United Nations Sustainable Blue Economy Finance Principles, and are a member of the

Insurance Development Forum.

WTW’s Climate Practice is the focal point for much of our climate expertise and capabilities. It brings together

the Company’s core risk and analytics strengths, combined with extensive climate expertise, to help clients

identify, quantify and manage climate-related risks.

WTW was a pioneer among global brokers to invest in climate risk analytics and is a leading advisor on the

effective management and financing of these risks. Our approach is strongly informed by client demand and

plays to WTW’s core strengths.

Through this work, we engage directly with some of the world’s leading companies and public sector

organizations to help steer them away from climate uncertainty and toward climate resilience and opportunity.

For more information on WTW partnerships and thought leadership, see the climate risk section of wtwco.com.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Section 172 (‘S172’) Companies Act 2006 (continued)

Environment and Community (continued)

Community

Examples of programmes include:

• Partnering with customers and communities to help address environmental, social and economic

challenges.

• Matching employees’ charitable donations that support environment, and sustainability.

• Volunteer day programme which provide employees with paid opportunities to volunteer.

Governance of Section 172 of the Companies Act

Throughout the year, the Board has complied with its obligations under Section 172 (a to f) of the Companies

Act 2006 (‘S172’) having regard to the factors set out in the legislation when making decisions that promote the

long-term success of the Company. In discharging these duties the Board considered:

a. the long-term consequences of any of its decisions and their alignment with the Company's strategy

and sustainability as an FCA Enhanced Firm operating in the insurance broking sector;

b. the interests of its employees (see Employees section within this report) including the importance of

an inclusive culture and a strong conduct framework;

c. the Company’s business relationships with its suppliers, customers and others including clients,

insurers, suppliers and other stakeholders critical to the value chain;

d. the impact of operations on the community and environment (see Environment section within this

report);

e. the Company's reputation for high standards of business conduct, especially given its regulatory

obligations under the FCA's Enhanced Firm regime; and

f. the need to act fairly as between members of the Company, noting that s.172(1)(f) does not apply as

the Company is a wholly owned subsidiary of Willis Towers Watson plc

During the year, the Board considered and approved several key matters. For each decision, the Board assessed

the potential long‑term implications, reviewed input from management, and considered the impact on the

Company’s principal stakeholders, culture, conduct expectations, and overall reputation.

The Board is supported by a well-established governance framework, including the Audit Committee and

Enterprise Risk Management Committee, which conduct reviews of principal decisions based on internal control

findings, risk assessments and regulatory considerations. Insights from these committees informed the Board's

decision-making and ensured the S172 factors were properly addressed, documented and embedded within the

Company's governance processes.

The Enterprise Risk Management Committee is responsible for the reviewing of the Company's regulatory

capital, solvency position and risk profile on a realistic stressed and forward-looking basis. In carrying out its

responsibilities, the Enterprise Risk Management Committee evaluates whether:

• there is effective leadership on risks and issues impacting the Company;

• the risk and compliance culture across the Company is appropriate and aligned to regulatory

expectations;

• all material risks have been identified, assessed and appropriately managed within the Company risk

appetite;

• any risks that are outside the Company’s risk appetite are identified and escalated and are being

actively managed to bring the risk back within appetite;

• mitigation action is timely and appropriate;

• material risks are being controlled through an effective, efficient and comprehensive control

environment;

• WTW policies and initiatives are appropriate and adhered to; and

• the businesses are meeting their regulatory responsibilities.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Section 172 (‘S172’) Companies Act 2006 (continued)

Governance of Section 172 of the Companies Act (continued)

The Audit Committee provides assurance to the Board that, based on available evidence, the Company's internal

control framework is:

• appropriately designed for a business of its size and nature;

• operating effectively and consistently;

• expected to remain effective for the foreseeable future; and

• supported by an Internal Audit function with sufficient resources, independence and capability to fulfil

its function effectively.

The Committee fulfils this responsibility through the review and challenge of Internal Audit Reports and regular

reporting from the Company's control functions.

The Audit Committee also ensures that financial reporting is accurate and transparent. In doing so, it satisfies

itself that:

• the financial statements of the Company present a true and fair view and are in accordance with the

agreed accounting policies;

• key accounting judgements and disclosures are appropriate;

• preparation of the financial statements on a going concern basis remains appropriate;

• risk and control issues are adequately reflected in the financial statements; and

• appropriate Client Money Controls are in place and operate effectively.

The Committee receives regular updates from the independent external auditors on key audit risks, control

observations, emerging accounting issues and any unadjusted misstatements. It also advises the Board on the

appointment of external auditors. During the year, the Committee received confirmation that Internal Audit

resources were sufficient to deliver the approved audit plan

Management’s key recommendations to the Board are subject to rigorous review and challenges by the Controls

Committee, which is responsible for ensuring the effective design and operation of the Company's control

environment. The committee monitors key controls, oversees improvements and promotes strong collaboration

between Risk, Compliance, Internal Audit, IT, Information Security, Legal, Finance and business operations to

maintain an integrated control framework.

During the year, the Board received regular reporting from the Chief Executive Officer, Chief Financial Officer,

Chief Operating Officer and senior leaders across the Risk, Compliance, Legal, Finance, HR and Audit

functions. These reports enabled the Board to maintain effective oversight of day‑to‑day business operations, key

risks and strategic priorities.

The Board also strengthened its engagement with employees and other stakeholders through a range of initiatives

outlined earlier in this report.

During the course of the year, the Directors received training on a variety of subjects including: Update on

Corporate Governance Requirements; Climate Change Reporting and Transition Planning; Threshold Condition

2.4 Update; The Economic Crime and Corporate Transparency Act and new Failure to Prevent Fraud Offence;

and Consumer Duty Regulation update. The trainings were provided by different business areas within the

Company or external providers.

Board packs were circulated one week in advance of meetings to allow sufficient time for review and

preparation. While Board papers routinely address S172 factors, presenters explicitly highlight any relevant S172

considerations when seeking Board approval for key decisions.

WILLIS LIMITED

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Section 172 (‘S172’) Companies Act 2006 (continued)

Governance of Section 172 of the Companies Act (continued)

This strategic report was approved by the Board of Directors and authorised for issue on

and signed on its behalf by:

Alastair J P Swift

Director

51 Lime Street

London

EC3M 7DQ

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors present their annual report, together with the audited financial statements, for the year ended

31 December 2025.

Strategic report

The Directors have approved the content of the Company’s strategic report prepared in accordance with Section

414C of the Companies Act 2006. The strategic report provides an overview of the Company’s activities and an

analysis of its performance for the year ended 31 December 2025, along with the principal risks faced in

achieving its future objectives, future developments, information on financial risk management and information

about employees.

Going Concern

The Directors evaluate at each annual period whether there are conditions or events, considered in the aggregate,

that raise a material uncertainty about the Company’s ability to continue as a going concern within one year after

the date that the financial statements are approved. The Directors’ evaluation is based on relevant conditions and

events that are known and reasonably knowable at the date that the financial statements are approved. The

Directors are not aware of any material uncertainties related to events or conditions that may cast significant

doubt upon the Company’s ability to continue as a going concern within one year after the date of approval of

the financial statements.

The Company’s business activities, together with the factors likely to affect its future development, performance

and position, including the current and expected impact of changes as a result of world events, are set out in the

strategic report. The strategic report further describes the financial position of the Company; the Company’s

objectives, policies and processes for managing its capital; its financial risk management objectives; details of its

financial instruments and hedging activities; and its exposure to cash-flow risk, liquidity risk and credit risk.

The Company meets its day to day working capital requirements by being part of a cash pooling arrangement

managed by the WTW treasury function which reviews the Company’s forecasts and projections, taking account

of reasonably possible changes in interest rates, and shows that the Company should be able to operate within the

level of its current arrangements.

As noted in the Capital Management Policy section within the Strategic Review, the Company is required to

maintain capital and cash balances in accordance with the FCA’s Threshold Conditions and MIPRU

requirements. The Directors have considered stress testing against these capital requirements to ensure the

Company would continue to maintain capital resources of at least twice that requirement for the foreseeable

future.

Having assessed the responses to their enquiries, including the current and expected impact of changes as a result

of world events, the Directors have no reason to believe that a material uncertainty exists that may cast

significant doubt upon the ability of the Company to continue as a going concern or its ability to repay loans due

from time to time. As a consequence of the enquiries the Directors have a reasonable expectation that the

Company has appropriate resources to continue in operational existence for a period of at least twelve months

from the date of approval of the financial statements. For this reason, they continue to adopt the going concern

basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can

be found in note 1 to the financial statements on page 50.

Branches

As at 31 December 2025, the Company has a branch in the Dubai International Financial Centre located in the

United Arab Emirates.

Dividends

An interim dividend of $73 million was paid on 31 October 2025 (2024: $186 million paid on 30 September

2024) and a further distribution of $9 million was paid in November 2025 in respect of share based

compensation (2024: $8 million in November 2024). The Directors do not recommend the payment of a final

dividend (2024: $nil).

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Employees

It is the Company's and WTW's policy, in keeping with the legislation in the countries in which it operates, to

provide a working environment free from all forms of harassment and discrimination, including discrimination

against disabled employees, with respect to employment continuity, training, career development and other

employment practices. The policy is implemented in different ways, for example:

• Our Inclusion and Diversity section on the careers section of the WTW website explicitly states how

open the Company is to hiring people from different backgrounds and with disabilities,

• We operate a number of inclusion networks, including workability network, which aim to encourage,

support and promote our talent and create better connections across the Company and with clients and

the wider community;

• WTW is a member, achieving Leader status in 2025, of the UK government Disability Confident

scheme, designed to help employers recruit and retain disabled employees; and

• Fully compliant with the UK Worker Protection Act with colleague education and awareness sessions

being implemented.

Events after the balance sheet date

There have been no significant post balance sheet events as at the date of these financial statements.

Directors

The Directors who served throughout the year and up to the date of this report (except where otherwise stated)

were as follows:

Executive Directors


Steven J Alcock	(Appointed 4 December 2025)
Edward A Castles
Richard R Goff	(Resigned 24 March 2026)
Neil G Kerr	(Resigned 26 June 2025)
Dipesh M P R Shah	(Resigned 30 June 2025)
Alastair J P Swift
Richard J Vanner
Thomas F Webb

Non-executive Directors


Alla Bashenko (Independent)	(Resigned 5 January 2026)
Marcia D Campbell (Independent)
Rosemary Hilary (Independent)
Stuart W Sinclair (Chairman)

The activities of the Directors are covered by a WTW-wide Directors and Officers Insurance policy.

Third party indemnity provisions

As is permitted by the Company’s Articles of Association and Sections 232 and 234 of the Companies Act 2006,

qualifying third party indemnity provisions were in force during the period and remain in force for the benefit of

the Directors (and any officers) of the Company. A fellow group company maintains directors’ liability

insurance cover for the Company Directors and officers as permitted under the Company’s Articles. Such

insurance policies remained in force during the period.

Statement of Corporate Governance Arrangements

The Company applies the Wates Principles of Corporate Governance for Large Private Companies as its primary

corporate governance framework and also operates within the Subsidiary Governance Guidelines established by

its ultimate parent company, Willis Towers Watson plc.

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Statement of Corporate Governance Arrangements (continued)

The Company applied the six Wates Principles in the following ways:

Principle 1: Purpose and Leadership

The Company’s purpose and values, aligned with WTW’s global mission, underpin its culture, strategy and

approach to client service. These values are embedded across the business through employee communications,

performance management and leadership engagement. Culture is monitored through staff surveys, direct

employee feedback, Board reporting and site visits, ensuring the Board maintains effective oversight of

behaviours and conduct.

For further details on the Company’s strategy, see the 'Business Strategy' section of the Strategic Report above.

Principle 2: Board Composition

During the year, the Company reviewed its governance arrangements and Board composition to ensure that the

Board remained appropriately constituted, effective and aligned with the Company’s long-term strategy and

governance requirements. In doing so, the Board had regard to succession planning, the importance of

maintaining clear accountability and oversight, and the need to support robust and objective decision-making,

consistent with UK corporate governance recommendations and the Wates Corporate Governance Principles. As

part of this review, consideration was also given to the Senior Managers and Certification Regime implications

of any proposed changes. It was concluded that removing second line of defence leaders from executive director

roles would further strengthen their independence, while enabling them to continue to provide appropriate

oversight, challenge and advice to the Board and its Committees. Accordingly, it was proposed that the Chief

Compliance Officer and Chief Risk Officer step down as executive directors, whilst continuing to attend Board

and Committee meetings where relevant. The changes also provided an opportunity to streamline the size of the

Board while maintaining an appropriate balance of executive and non-executive representation and preserving

the breadth of skills, experience and perspectives required to support the Company’s sustainable long-term

success. The proposed changes were considered carefully by the Nomination Committee and the Board, which

concluded that they were consistent with the recommendations arising from the most recent independent Board

Effectiveness Review.

On 31 December 2025, the Board comprised ten Directors. Applying the definition in the UK Corporate

Governance Code, the Chair was independent on appointment. In addition to the Chair, the Board included three

independent Non-Executive Directors, one of whom chaired the Enterprise Risk Management Committee and

one of whom chaired the Audit Committee. The Board also comprised six Executive Directors, including the

Chief Executive Officer, Chief Finance Officer, Chief Operating Officer, Head of GB Retail business and HR

Director.

The Board members reflecting the changes following the review are shown on page 23.

In conducting its review of Board composition, the Board continued to consider carefully its size, structure and

the diversity of its composition, including gender, ethnicity, experience, skills and background, recognising that

diversity of perspective supports effective Board debate, reduces the risk of groupthink and contributes to better

decision-making. The Board considers its current composition to be appropriate for the size and complexity of

the Company and supportive of the Company’s long-term success. The Company is committed to fostering an

inclusive culture in which different perspectives are valued and individuals are heard, respected and able to

contribute fully. The Board also recognises the importance of maintaining an appropriate balance of knowledge,

skills and experience across both Executive and Non-Executive Directors, together with ongoing succession

planning, to ensure continued effectiveness.

The Board periodically commissions external Board effectiveness reviews and considers their findings carefully,

with actions taken to address recommendations and support continuous improvement in Board performance and

governance.

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Statement of Corporate Governance Arrangements (continued)

Principle 3: Director Responsibilities

The Board operates within WTW’s group‑wide governance standards, which set minimum expectations for

Board composition, director training and governance practices. The Company also maintains full compliance

with the FCA’s Senior Managers and Certification Regime (“SMCR”), ensuring clear accountability and defined

responsibilities across senior leadership.

The Board organises its work by delegating specific matters to the following Board Committees:

• the Enterprise Risk Management Committee;

• the Audit Committee;

• the Nominations Committee; and

• the Culture and Conduct Committee.

The Board and its Committees receive regular reports and management information from the businesses in order

to assist them to discharge their responsibilities under the individual constitutional documents and terms of

reference, as well as their individual responsibilities under the FCA’s SMCR.

Principle 4: Opportunity and Risk

In delivering its strategy, the Board is supported by the Company’s Enterprise Risk Management Framework,

which provides a structured and proactive approach to identifying, assessing and managing risk. The Board’s

Enterprise Risk Management Committee meets at least quarterly to review the Company’s risk profile, including

the alignment of key risks with the approved risk appetite. This oversight helps ensure that strategic decisions are

made with appropriate regard to the long term consequences for the Company, its stakeholders, and the

opportunities and risks inherent in the business

The Board reviews its risk appetite and internal control framework regularly and uses Board meetings and other

arrangements to ensure that it has continuous market insights in the context of the Company’s businesses.

The Company’s strategy is aligned to the WTW strategy, which is based on the belief that a unified approach to

people and risk yields growth for our customers. The Company’s integrated teams bring together the Company’s

understanding of risk strategies and market analytics. This helps customers around the world to achieve their

objectives.

The Chief Executive regularly provides the Board with a market overview which includes opportunities for

tangible and intangible value creation. The Board also regularly reviews strategy execution by management.

Principle 5: Remuneration

At WTW, employees are paid for performance, so compensation programmes are designed to support both short-

and long-term goals, as well as both individual and team successes. Base salary is determined by an employee’s

role, proficiency in the role and location. As a leader in compensation surveys, WTW uses market data to ensure

its offerings are competitive.

Salary increases are generally made through the annual year-end review process. Increases are based on

employee performance and competency development during the prior year, and may be made in conjunction

with a role change or level change, or, in some cases, to ensure external competitiveness.

Short term incentives are discretionary awards paid annually that reflect the performance of the business and

enable the company to recognise employee contributions to its success for that given year. There is a robust

governance framework in place to monitor these awards.

Senior management remuneration is also based on performance over the course of the year and demonstration of

the WTW values in a similar way to that of all other employees. WTW has a long-term incentive programme

which is an annual discretionary programme designed for the most senior employees who make strategic

contributions to the success of the business over time.

Discretionary awards for all employees including senior managers align with performance, behaviours, and

achievement of the Company’s purpose, values, and strategy.

For further details on compensation, see note 6 to the Financial Statements below.

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Statement of Corporate Governance Arrangements (continued)

Principle 6: Stakeholder Relationships and Engagement

The Company’s material stakeholders are its customers, employees, Regulators, its parent company, its

environment and its third-party suppliers. The Board of Directors is committed to engaging appropriately with its

material stakeholders and to consider any feedback received in making any principal decisions. The Board of

Directors has adopted a stakeholder dashboard which identifies its material stakeholders as:

• Employees;

• Regulators;

• Shareholder;

• Customers;

• Third Party Suppliers; and

• Environment and Community.

For more information on steps taken to address these stakeholders, see 'Section 172' in the Strategic Report.

Streamlined Energy and Carbon Report

Scope of this Report

The data in this report is for the period 1 January 2025 to 31 December 2025, unless otherwise specified.

Systems

WTW recognises its environmental responsibilities and the need to minimise its impact on the environment. As

part of WTW, the Company plays an integral part in this process.

Focus Areas

The Company forms part of the WTW targets and there are no additional targets at the Company level. The

Company does not plan to set additional targets.

WTW helps reduce its environmental impact and carbon emissions through improvements to energy efficiency

in its operations, purchasing renewable energy, real estate optimisation, reducing the need for business travel

through the use of virtual meeting technologies, promoting recycling, engaging with key suppliers on their

emissions and reducing the waste sent to landfill.

In an effort to reduce WTW’s environmental impact, WTW has continued the procurement of renewable energy

in certain locations in which WTW has the ability to influence energy procurement. This has been included in

the 2025 and 2024 SECR electricity (market-based) emissions totals. The Company has seen a decrease in

electric energy consumption which has resulted in a decrease in scope 2 (market-based) emissions in 2025

compared to 2024.

Colleagues

WTW engages colleagues globally through the promotion of WTW-wide and local initiatives. WTW colleagues

are encouraged to adopt environmentally responsible habits, like paper-less record-keeping and recycling, and to

learn information about new sustainability initiatives through internal communications and promotional

campaigns.

Customers

WTW believes that organisations that are thoughtful about sustainability create long-term value and have a

competitive advantage. This perspective guides how we approach the people, risk and capital solutions we

deliver to propel the world's leading organisations forward, make them more resilient, motivate their workforces

and maximise their performance.

For further information, see Principle 6 of the Wates Principles included within the Directors' Report.

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Streamlined Energy and Carbon Report (continued)

Suppliers

WTW will continue focusing our efforts on engaging with key suppliers on their emissions and jointly discussing

improvement opportunities and providing training where necessary. We recognise that for WTW to make

progress toward our environmental targets, we also need support from government action and regulatory

consistency and for our suppliers to make their own progress. We periodically review these efforts — including

how we engage with our suppliers and our progress toward our targets — and realign where we can best make an

impact or where we believe it is otherwise in WTW’s interest to do so.

WTW continues to develop sustainable sourcing processes through including sustainability questions within

competitive bids and monitoring our suppliers’ SBTi-aligned targets. The standard form of supplier contract

requires that supplier operations be conducted in full compliance with all applicable environmental and climate

laws and regulations.

For further information, see Principle 6 of the Wates Principles included within the Directors' Report.

Compliance

WTW’s policy is to comply with all applicable environmental laws and regulations where it operates.

Corporate/Business Oversight

Internally, WTW has a Sustainability Taskforce that provides central governance on our environmental strategy

and focuses on aligning its sustainability targets with its business and strategic priorities.

For more information, see the Sustainability at WTW section of wtwco.com

Total Emission Scope Summary - the Company


	2025		2024
Emission Type	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)
Scope 1 (direct)	2,851,448	518	2,882,685	528
Scope 2 (indirect)	5,591,272	134	6,007,346	153
Scope 3 (only purchased fuel for employee travel)	672,674	202	725,267	217
Total	9,115,394	854	9,615,298	898

Scope 1 Emissions (Direct)

Emissions from activities owned or controlled by the Company either through stationary combustion or mobile

combustion. Examples of Scope 1 emissions include emissions from combustion in owned or controlled boilers,

furnaces or vehicles.


		2025		2024
Energy Type	Definition	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)
Stationary combustion	Emissions from combustion of gas	2,851,448	518	2,882,685	528
Mobile combustion	Emissions from combustion of fuel for transport purposes	—	—	—	—
Total		2,851,448	518	2,882,685	528

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Streamlined Energy and Carbon Report (continued)

Scope 2 Emissions (Indirect)

Scope 2 includes indirect emissions from the generation of purchased electricity, steam, heating and cooling

consumed by the Company. It is considered an indirect emissions source because it is a consequence of the

Company’s activities, but occurs at sources owned and controlled by a separate, external entity.

The results below are showing the Company’s relevant market-based scope 2 emissions. Using the market-based

emission factor in scope 2 corporate accounting enables WTW to reflect the electricity emissions based on

contractual instruments, rather than the location of electricity generation alone, which relies only on the grid to

become cleaner for emission reduction. WTW reported that its UK sites in Cardiff, Glasgow, London, Redhill,

Reigate, Ipswich Friars St, and Ipswich Greyfriars source electricity from renewable sources (e.g. REC or PPA)

in 2024 and 2025 hence their zero emissions under “Renewable” below.


		2025		2024
Energy Type	Definition	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)
Renewable	Emissions from purchased renewable electricity	5,275,630	—	5,617,346	—
Grid	Emissions from purchased electricity from the grid	315,642	134	390,000	153
Total		5,591,272	134	6,007,346	153

Scope 3 Emissions (Indirect)

Scope 3 focuses on emissions that are not produced by the Company itself, and not the result of activities from

assets owned or controlled by them, but by those that the Company is indirectly responsible for, upstream and

downstream from its value chain. Examples of Scope 3 emissions are business travel by means not owned or

controlled by the organisation (e.g. ride-sharing services, employee vehicles, or rental cars). Under SECR it is

not mandatory to report rail or air travel.

Scope 3 emissions reported below reflect employee fuel reimbursement. Fuel volume was estimated by

converting WTW’s reported reimbursement totals by country to a volume of assumed petrol using regional fuel

price data. Additional information available in 2024 has resulted in an improvement to our calculation

methodology for scope 3 emissions. All relevant calculations reflect this updated methodology from 2022

onwards.


		2025		2024
Energy Type	Definition	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)	Total Volume (kWh)	Calculated Emissions (Tonnes of CO₂e)
Employee Owned Cars	Emissions from business travel in employee-owned vehicles where the company is responsible for purchasing the fuel (mandatory)	672,674	202	725,267	217
Total		672,674	202	725,267	217

Out of Scope

In addition to the emissions reported above, fuels with biogenic content are not required to be reported within the

Company’s emissions total and are outside of scope.

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Streamlined Energy and Carbon Report (continued)

Intensity ratios

Intensity ratios compare emissions data with an appropriate business metric or financial indicator.


	2025		2024
Intensity Measurement	Turnover ($m)	Intensity Ratio (tCO2e / Turnover $m)	Turnover ($m)	Intensity Ratio (tCO2e / Turnover $m)
Tonnes of CO2e per total $m Turnover	1,127	0.76%	828	1.08%

The Company has chosen to use tonnes of CO2e per $m turnover for its Intensity Ratio. Turnover represents

income from continuing and discontinued operations.

Total Emissions - History

As reported, these include:


Emission	Year 1	Year 2	Year 3	Year 4	Year 5
	2021	2022 (*)	2023 (*)	2024 (*)	2025
Tonnes of CO2e	1,958	895	893	898	854
Total Energy (kWhs)	9,524,901	11,335,100	11,296,855	9,615,299	9,115,394
Intensity Ratio	1.98	1.52	1.40	1.08	0.76

(*) Total tonnes of CO₂e have been restated, as noted above, due to further information available allowing more

accurate calculation.

Quantification and Reporting Methodology

WTW has taken guidance from the UK Government Environmental Reporting Guidelines (March 2019), the

GHG Reporting Protocol - Corporate Standard, and from the UK Government conversion factors for company

reporting database from the Department for Energy Security & Net Zero (DESNZ) for calculating carbon

emissions. We consider this energy and emissions accounting has been completed in accordance with reasonable

methodology. Utility data was obtained to measure scope 1 and 2 emissions, and where unavailable, proxy data

for floor area was used to estimate energy usage and emissions. For scopes 1 and 2 only, a proportional approach

based on headcount was applied to allocate emissions. For owned and leased vehicles (scope 1) the total number

of vehicles and a global proxy average distance driven per vehicle was used to calculate emissions. This global

proxy average is from the French Statistical Data and Studies Department (SDES). For ground transport (scope 3

only), data was obtained from expense claims and converted to fuel volume using global fuel price averages for

2025. The conversion to kWh values was based upon the gross calorific values registered in the database from

DESNZ.

Energy Efficiency Action

Continuing in the 2025 reporting period, the Company has been included in WTW’s UK SECR reporting for in-

scope entities, a multi-year effort to migrate data centres to the cloud, allowing for a shift in operations to a more

energy-efficient platform.

In 2026, WTW efforts will focus on reviewing renewable power purchase opportunities, real estate optimisation

and continuing to identify and implement emissions reduction opportunities.

WILLIS LIMITED

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Directors' responsibilities statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with

applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the

Directors have elected to prepare the financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101

‘Reduced Disclosure Framework’. Under company law the Directors must not approve the financial statements

unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit

or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material

departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company

and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also

responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

Disclosure of information to the auditor

Each of the persons who is a Director at the date of approval of this report confirms that:

• so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is

unaware; and

• the Director has taken all the steps that they ought to have taken as a Director in order to make

themselves aware of any relevant audit information and to establish that the Company's auditor is aware

of that information.

This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the

Companies Act 2006.

Auditor

Deloitte LLP have indicated their willingness to be reappointed for another term and appropriate arrangements

have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General

Meeting.

This Directors’ report was approved by the Board of Directors and authorised for issue on

and signed on its behalf by:

Alastair J P Swift

Director

51 Lime Street

London

EC3M 7DQ

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

Willis Towers Watson Public Limited Company and its subsidiaries (“WTW”), including Willis Limited (the

“Company”), focuses on sustainability matters in our internal operations including sustainability programmes. It

is also an area where we support our clients through sustainability services and solutions to further our purpose

to ‘transform tomorrows’.

Willis Limited, an integral part of WTW, is aligned to those internal programmes and operations and is also

able to access the full suite of services and solutions for its clients.

At WTW, we focus on sustainability because doing so contributes to our overall performance and success. It

enables us to make decisions today and mitigate risks that impact our long-term value.

Our services and solutions help our clients make informed, intelligent and integrated decisions to unlock

opportunities, stay ahead in a continuously changing landscape, foster operational excellence and create long-

term value. Whether developing a holistic and enterprise-level sustainability strategy, executing tactical

programs or helping to connect sustainability goals with daily efforts, WTW helps our clients address

sustainability as a fundamental element of an organisation’s people, risk and capital strategies.

Sustainability guides how we conduct business, manage risks and resources, and make decisions that enable us to

grow resiliently. It contributes to our inclusive culture and ability to attract and retain the industry’s best and

brightest talent. And, sustainability also impacts our business operations, empowering us to be thoughtful

stewards of our resources and make meaningful progress toward our long-term growth. How we approach

sustainability in our business operations comprises the majority of this report. In order for WTW to meet our

sustainability targets and make meaningful progress, governments must take action, regulatory bodies must drive

consistency and our business partners must set their own targets. This is why we participate in various initiatives

and working groups, partner with intergovernmental agencies and monitor our business partners’ progress. We

review our efforts and adjust where necessary to ensure we are aligned with where we can best make an impact.

WTW also recognises that sustainability programmes, risks and opportunities are distinct, and we manage them

differently. As a global company, WTW has a responsibility to understand and balance priorities from different

parts of the world. This global view — and our local perspective — informs how we approach sustainability to

achieve our business goals, progress our company strategy and contribute to WTW’s long-term success.

As part of our ongoing work to manage climate risk, WTW became a signatory to the Task Force on Climate-

Related Financial Disclosures (TCFD) in 2017. The TCFD developed recommendations on climate-related

financial disclosures that are applicable to organisations across sectors and jurisdictions. The recommendations

are structured around four thematic areas:

• Governance: The organisation’s governance around climate-related risks and opportunities.

• Risk management: The processes used by the organisation to identify, assess and manage climate-

related risks.

• Strategy: The actual and potential impacts of climate-related risks and opportunities on the

organisation’s business, strategy and financial planning.

• Metrics and targets: The metrics and targets used to assess and manage relevant climate-related risks

and opportunities.

The Company shares in this report how it considers and incorporates these factors in WTW’s sustainability

programmes.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Introduction (continued)

The table below includes the Climate related Financial Disclosure (CFD) framework that corresponds to various

sections within this report.


CFD requirements	Description	Section
Governance	(a) a description of the governance arrangements of the Company in relation to assessing and managing climate- related risks and opportunities.	Governance
Risk Management	(b) a description of how the Company identifies, assesses, and manages climate-related risks and opportunities. (c) a description of how processes for identifying, assessing and managing climate-related risks are integrated into the overall risk management process in the Company.	Risk Management
Strategy	(d) a description of: a. the principal climate-related risks and opportunities arising in connection with the operations of the Company. b. the time periods by reference to which those risks and opportunities are assessed. (e) a description of the actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy of the Company. (f) an analysis of the resilience of the business model and strategy of the Company, taking into consideration of different climate-related scenarios.	Strategy
Targets and Key Performance Indicators (KPIs)	(g) a description of the targets used by the Company to manage climate-related risks and to realise climate- related opportunities and of performance against those targets. (h) the key performance indicators used to assess progress against targets used to manage climate-related risks and realises climate-related opportunities and a description of the calculations on which those key performance indicators are based.	Climate Scenarios Transition Risks and Opportunities Targets

Additional information

More information on WTW’s sustainability targets is available on our website (www.wtwco.com/en-gb/about-

us/sustainability), along with WTW’s 2024 Sustainability Report. WTW’s 2025 Year-End Proxy Statement and

WTW’s 2025 Year-End Irish Statutory Accounts are available in the Investor Relations section. These

documents are not incorporated by reference into this report. This CFD statement is focused on the Company,

however certain initiatives in this area are WTW led and the Company contributes to the group initiatives as

appropriate.

Governance

The Company board has ultimate responsibility for overseeing the Company's system of governance, including

the effectiveness of its risk management framework. It maintains clear accountability for ensuring that risks are

identified, assessed and managed in a manner consistent with regulatory expectations for an FCA Enhanced

Firm. To support this oversight, the Board delegates certain responsibilities to the Company's Enterprise Risk

Management (ERM) Committee as a formal sub-committee of the Board.

The ERM meets quarterly and considers additional matters as required. Its remit includes the governance of

climate and sustainability-related risks and opportunities, oversight of associated public reporting

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Governance (continued)

responsibilities, and the assessment of business-wide risk exposures through Enterprise Risk Management

Framework. The ERM's review is informed by the Company's Climate Strategy and Reporting process, ensuring

regulatory alignment and effective risk integration across the business.

WTW has a cross-functional management committee sponsored by WTW's General Counsel and comprised of

representatives from across the global corporate functions (the Sustainability Taskforce) to coordinate and

facilitate communication of the WTW’s sustainability initiatives applicable to its own operations. The Taskforce

provides central governance over our sustainability efforts across the organisation and to ensure WTW's targets

are aligned with WTW’s overall business and strategic priorities. The Company benefits from the activities of

the Sustainability Taskforce and forms part of these commitment targets.

As governments around the world are considering and implementing regulations relevant to climate change,

WTW continues to monitor emerging actual and potential environmental regulations and sustainability-related

standards such as those issued by the International Sustainability Standards Board and the European Union’s

Corporate Sustainability Reporting Directive, including those which may be relevant to the Company.

Risk Management

WTW has an ERM framework that outlines the processes and methodologies for identifying and assessing risks

faced by WTW and its subsidiaries, including the Company through the Board meetings at least quarterly or as

needed. WTW considers climate change-related risks when conducting its analysis of key risk areas. WTW’s

approach to managing climate-related risks is embedded within its ERM framework and processes.

As described in more detail above, both the ERM Committee and the Board oversee the Company’s approach to

risk identification, risk assessment and risk management. These board committees are supported by management

and management-level committees, from all the businesses which comprise the Company.

The Company's Risk Officer reports directly to the WTW Chief Risk Officer (CRO), which along with the use of

a single ERM framework, enables consistency of approach and the sharing of best practice.

WTW manages risk across the enterprise and entity specific variables are considered if WTW determines they

are material to WTW’s enterprise strategy. WTW, and in turn the Company, relies on a number of key processes

to help to manage climate-related risks, including:

• Legislative and regulatory review: Monitoring legislative and regulatory developments allows WTW

to keep abreast of any change in climate-related legislation that may impact our operations globally

(e.g., EU Corporate Sustainability Reporting Directive).

• ERM reporting dashboards: Our quarterly reporting program supports the assessment of Company

risks. ERM dashboards are regularly reviewed by senior management and relevant Company

committees. Management actions are identified to address control weaknesses, as appropriate.

• Business continuity and disaster recovery plans: Extreme weather events (e.g., hurricanes, heat

waves, droughts, etc.) can significantly impact our ability to provide continuity of services to our

clients. To mitigate this risk, WTW has a business continuity program and disaster recovery plans. The

level of criticality of locations and business applications is based on detailed impact analysis performed

by all segments and lines of business. The results of this analysis determine the level of priority to

recover normal business activities.

• Supply chain management: The business depends on purchasing goods and services from our

suppliers, especially within IT, professional services, travel and real estate, to ensure we can service our

clients. Our supply chain network is exposed to potential adverse events, including climate-related

disruptions, all of which could impact our ability to service our clients. WTW works with a number of

our key / strategic suppliers (such as key IT suppliers) in terms of their disaster recovery / business

continuity plans with the goal of mitigating any disruptions of service to WTW. This approach is

currently being strengthened, through enhancing the supplier onboarding checks and ongoing supplier

risk management processes focused on risk mitigation, social responsibility and environmental targets.

As part of the management of business risks, climate change has been identified by the business as an emerging

risk. In 2023, the Company conducted a climate risk assessment. This has been conducted in consideration with

other business risks and opportunities with the aim to integrate within the wider ERM framework. The risk

assessment for the Company applied a methodology for identifying climate-related risks and opportunities.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Risk Management (continued)

The climate risk assessment used an adapted version of WTW's ERM scales as applicable to the Company. The

adapted scales are used by the ERM function to manage risks quantified on both a financial and non-financial

basis.

Workshops with senior leaders from the Company were conducted to identify and assess risks. The Transition

Risk Assessment was conducted using 1.5°C and 2°C Low Carbon World scenarios as described in depth below.

Impacts were considered in terms of a potential impact to financial performance (including profit or loss) and

financial position (balance sheet). The impact and likelihood scales used in the analysis were in line with the

ERM scales. The physical risk assessment was conducted by modelling using 2°C, 2-3°C and 4°C climate

scenarios. The modelling provided the likelihood of occurrence and the most likely time horizon of impact.

Throughout the assessment process, participants were asked to consider existing mitigation actions that are in

place and what more is required to reduce both future risk and capitalise on potential opportunities. As such, both

inherent and residual risk was considered.

The Company intends to update its climate scenario analysis at least every three years, when scenario indicators

change materially, and/or if there is a material change to the business.

Strategy

As a professional services company, our climate risks are different from and more limited than for other

companies with more extensive financial exposure to climate (such as insurance companies) or companies with

manufacturing facilities.

Nevertheless, we face a number of physical risks to our operations that could be exacerbated by changing

climate conditions. This includes the risk that our facilities, systems or infrastructure, colleagues, or the

operations of suppliers are disrupted by a climate-related weather, health or other events.

We also face a number of transition risks, such as exposure to economic and political conditions, which could be

exacerbated by changing climate conditions.

The time-horizons were discussed and confirmed with senior risk management colleagues based on the

usefulness of the outputs for key stakeholders and the scenarios applied for 2023.


	From (years)	To (years)	Comment
Short-term	0	1	The short-term focuses on immediate and upcoming reporting periods, reflecting near-term changes in performance, regulatory compliance, and actions taken in response to identified risks or opportunities.
Medium- term	1	5	The mid-length time horizon allows the Company to respond to potential risks and opportunities that can be seen in the present but may not be experienced until later.
Long-term	5	—	The long-term horizon for the Company is more broadly the future state, and risks and opportunities can be difficult to predict too far in advance.

Like other insurance broking companies, the environmental impact of WTW’s operations and the Company’s is

largely due to office-based activities, suppliers and business travel. As a result, we primarily focus on these areas

as well as our procurement practices with suppliers:

• Office actions: For scopes 1 and 2, we will continue to focus our emissions reduction efforts on

purchasing renewable energy, optimising our real estate portfolio and incorporating environmental

standards in the new office leasing process. We continue to work with key suppliers to procure a wide

variety of goods and services to support minimising our environmental impact. Examples include an

ongoing focus on using eco-friendly office supplies, paper, toner, kitchen and pantry products, and

cleaning supplies. We are actively reviewing the renewable energy options across our real estate

portfolio and have established design guidelines to help reduce energy usage.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Strategy (continued)

• Supplier actions: We will continue focusing our efforts on engaging with key suppliers on their

emissions and jointly discussing improvement opportunities and providing training where necessary.

We recognise that for WTW to make progress toward our environmental targets, we also need support

from government action and regulatory consistency and for our suppliers to make their own progress.

We periodically review these efforts — including how we engage with our suppliers and our progress

toward our targets — and realign where we can best make an impact or where we believe it is otherwise

in WTW’s interest to do so. WTW continues to develop sustainable sourcing processes through

including sustainability questions within competitive bids and monitoring our suppliers’ SBTi-aligned

targets. The standard form of supplier contract requires that supplier operations be conducted in full

compliance with all applicable environmental and climate laws and regulations.

• Travel actions: For business travel, efforts will focus on continuing to communicate sustainable travel

options to colleagues to encourage lower emission travel options. We will also continue to review and

implement travel technologies and functionality to support sustainable business travel practices and

guide colleagues toward more sustainable choices. By being aware of the impact that business travel has

on the environment, all WTW colleagues can help reduce our carbon emissions while travelling.

Climate Scenarios

This assessment used sources of data and assumptions to understand how climate change, market and regulatory

drivers could evolve in different possible futures and materialise as both physical and transition climate-related

risks or opportunities. For the assessment of climate-related risks and opportunities to the Company, four

scenarios were selected to assess the impacts of climate-related risks and opportunities across the short, medium

and long-term time horizons: +1.5°C, +2°C, +2-3°C and >+4°C warming scenarios.

The potential positive and negative impacts of each climate scenario were assessed. The identified scenarios

enable the Company to analyse the impacts of climate change and how market and regulatory drivers could

evolve over the short, medium and long-term with global warming ranging from 1.5°C to >+4°C.


+1.5°C Scenario	<+ 2°C Scenario	+2-3°C Scenario	>+4°C Scenario
This scenario outlines an orderly global transition, limiting warming to well below 1.5℃ by 2100 and global net zero emissions by 2050. The scenario was used for the Transition Risk assessment as it represents the most stringent pathway to meet the ambition of the Paris agreement, allowing the business to stress test its risks.	This scenario outlines a pathway the global temperature rise stays below 2°C above pre- industrial levels by 2100. It was used in both the climate transition risk and physical risk scenario. For the climate transition risk assessment it provides a more reasonable pathway given policy and technology barriers, with a slower transition that takes beyond 2050 to achieve net zero, thus missing the 1.5℃ target. For physical risk assessment it provides a basis of the lowest level of expected risk.	This scenario considered moderate actions taken and has been used to assess the physical risk impact with middle of the road actions.	The scenario represents a “business as usual” approach where no measures to combat climate change are implemented globally. This is considered a worst-case scenario presenting the most extreme physical risks and has been used in the physical risk assessment to stress test the business.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Climate Scenarios (continued)

The four climate scenarios have been identified and developed using several practices and sources further

outlined below. Multiple sources have been considered to inform the interpretation of climate-related physical

and transition risk.

i. Intergovernmental Panel on Climate Change (IPCC) scenarios: A set of future climate scenarios known

as the Representative Concentration Pathways (RCP) and Shared Socio-Economic Pathways (SSP)

were developed by the Intergovernmental Panel on Climate Change (a United Nations body tasked with

advancing scientific knowledge related to anthropogenic climate change). The SSP/RCP scenarios

provide a standardised methodology to assess climate risk and projections, which have been developed

to represent future emission trends related to a wide range of factors including economic and population

growth, lifestyle and behavioural changes, associated changes in energy and land use, and technology

and climate policy. For the physical climate risk assessment, scenario analyses for SSP 1 / RCP 2.6,

SSP 3 / RCP 4.5, and SSP 5 / RCP 8.5 were considered. The scenarios consider acute and chronic

climate risks including tropical cyclones, flood, drought stress and heat stress.

ii. International Energy Agency (IEA) scenarios: Focus on the consequences of different energy policy and

investment choices. The Net Zero 2050 Scenario (1.5°C) explores the path required to ensure global

emissions reach net zero by 2050.

iii. Network for Greening the Financial System (NGFS) scenarios: Explore a different set of assumptions

for how climate policy, emissions and temperatures evolve. The Net Zero 2050 limits global warming to

1.5°C through stringent climate policies and innovation, reaching global net zero CO2 emissions around

2050. The NGFS also considers disorderly scenarios, which explore higher transition risk due to

policies being delayed or divergent across countries and sectors.

iv. WTW’s Climate Transition Analytics Modelling: Scenarios model the impact of a global transition to a

low-carbon world applying a bottom-up approach, assessing impacts on demand, margins and capital

intensity at a sector-level. The modelling compares three transition scenarios (well below 2°C, 1.5°C

and delayed 2°C) with a business-as-usual scenario, updated to account for market, technology and

transition pathway changes. The team allows for analysis of the impacts of climate transition-related

market shifts on assets and companies’ cash flows and values.

Risks and Opportunities: Transition Risk Assessment

The table below outlines the climate-related transition risks and opportunities identified as having a potential

material impact on the Company. Due to the limited availability of public data and assumptions involved, the

business has not quantified the financial impact of these risks and opportunities at this time. Instead, the

Company has performed a qualitative impact assessment using the adapted ERM scales. Quantification of the

financial impact (e.g. costs and revenues) on all climate-related risks and opportunities will be further developed

in future reporting.

Certain non-financial data and information which is subject to measurement uncertainties resulting from

limitations inherent in the nature and the methods used for determining such data is set out below.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Transition Risks and Opportunities


Transition including policy and legal risks: 1. Pricing of greenhouse gas emissions 2. Increasing stringency of climate-related regulatory requirements 3. Climate-related litigation 4. Energy efficiency requirements
Risk / opportunity description and potential impact to the Company	Potential impact under climate scenarios and time horizons	Strategic response and resilience
Pricing of greenhouse gas emissions
Carbon prices may increase as global markets align with decarbonisation targets. This may lead to an increase in operating costs for the Company and our suppliers.	Under both a 1.5°C and 2°C scenario, pricing of GHG emissions is expected to increase to support market changes needed to meet national emissions reductions targets. In the short term, there is uncertainty around global costs and regulations (e.g., cap and trade schemes), but the Company's GHG emissions as a professional services company, and WTW's GHG emissions targets help limit the financial impact.	WTW aims to limit exposure to pricing-related risks through emissions reductions programs and targets validated by the Science Based Targets initiative (SBTi). WTW tracks progress against these targets to manage exposure to carbon pricing for WTW and our suppliers.
Increasing stringency of climate-related regulatory requirements
Increasingly stringent and additional climate and emissions- related reporting obligations, including overlapping of changing requirements, and the risk of non- compliance may lead to regulatory penalties, fines or reputation damage.	As more climate-related reporting regulations and disclosure requirements develop over time, transition risks to the Company and associated reporting burdens are expected to increase from the short- to medium-term under both 1.5°C and 2°C scenario. In the short-term, the business will have to adapt its reporting standards to guidelines for climate-related financial disclosures that are already in place, such as the International Financial Reporting Standards S1 and S2 standards.	WTW continues to monitor upcoming regulatory disclosure requirements and actively prepares for compliance as part of our sustainability strategy and through support from Internal Audit and external advisors. The WTW Corporate Responsibility team monitors and plans to support the business in meeting reporting requirements including reviewing any legislation relevant to the Company.
Climate change litigation
The business may be subject to litigation relating to the services it provides to clients or indirectly as a counterparty. Legal or reputational risks may impact the Company’s reputation, increase litigation costs and expose the Company to greenwashing risks or criticism from third parties regarding sustainability actions. Evolving and competing regulatory requirements and the prevailing political context may constrain or promote climate- related litigation.	In both the 1.5°C and 2°C scenario in the medium term the business may be exposed to litigation and thereafter associated costs. There is minimal risk in the short-term time- horizon.	WTW has a cross-functional management committee, the Taskforce, that can monitor legal and reputational risks, provide appropriate legal and compliance guidance and ensure Board oversight and accountability. The Company continues to employ processes to ensure quality outputs for clients as well as monitor industry trends and changing expectations in line with climate transition.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Transition Risks and Opportunities (continued)


Transition including policy and legal risks: 1. Pricing of greenhouse gas emissions 2. Increasing stringency of climate-related regulatory requirements 3. Climate-related litigation 4. Energy efficiency requirements
Energy efficiency requirements
Energy efficiency requirements and emissions targets may increase the need for energy investments in owned and leased assets which may increase operational costs.	The Company may be affected by landlords’ inability to adapt assets, which could result in additional costs or relocation costs.	The Company continues to review opportunities to reduce energy consumption and emissions including improving office energy performance, real estate portfolio optimisation and incorporating sustainability criteria into activities such as lease standards.


Transition – market risk and opportunity: 1. Demand for WTW services
Risk / opportunity description and potential impact to the Company	Potential impact under climate scenarios and time horizons	Strategic response and resilience
Climate change-related events and the transition to a low-carbon economy may impact client sectors differently. The Company’s clients are navigating increasing physical climate risks, transition-related regulatory and cost pressures, and the broader shift in energy systems, all of which may influence demand for the Company’s client services. Increasing physical climate risks may influence client needs and expectations across risk, insurance and investment solutions. As an opportunity, the Company can leverage its client services including climate risk advisory offerings and insurance risk transfer solutions to support clients as their needs evolve in response to both physical impacts and the transition.	Exposure to climate change will inevitably impact the Company's clients under a 1.5°C and 2°C scenario. Clients operating in certain industries that are negatively impacted by the transition may face adverse financial outcomes that reduce their purchasing of the Company's products and services. However, there is an opportunity in the long- term as clients transition to a lower carbon economy and seek support through the use of the Company's products and services.	The Company’s broad client base across sectors and geographies helps to mitigate the impact of climate-related risks, and industry- specific market shocks are less likely to materially affect overall demand. WTW’s Climate Practice has developed solutions to help clients identify, quantify and manage climate-related risks and opportunities, supported by the mainstream risk, capital and people businesses.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Transition Risks and Opportunities (continued)


Transition – reputation risk and opportunity: 1. Inability to meet WTW's decarbonisation targets 2. Client investor and colleague risk
Risk / opportunity description and potential impact to WTW	Potential impact under time horizons	Strategic response and resilience
Inability to meet WTW's decarbonisation targets
Inability to make progress on decarbonisation targets driven by suppliers or governments not making progress on their transition plans and/or the changing regulatory environment may lead to a risk in WTW’s ability to meet its environmental goals.	In order for WTW to meet our sustainability targets and make meaningful progress, governments must take action, regulatory bodies must drive consistency and our business partners must set their own targets.	WTW has targets validated by SBTi and is working to engage key suppliers to set science-based targets, implement environmental programs and monitor their progress.
Client, investor and colleague risk
Failure to meet publicly stated targets or disclosure requirements, or performing poorly on external indices, could negatively impact client engagement, revenue and investor demand. In addition, WTW’s ability to deliver on climate-related targets and integrate climate considerations into decision-making may influence our attractiveness as an employer and our ability to retain and recruit top talent.	In both short- and medium-term time horizons, it is expected that there will be ambitious climate policies that the Company will have to align with.	WTW continues to plan for its climate targets. This also applies to the Company’s operational emissions. WTW manages evolving stakeholder expectations on climate change through various engagement and feedback mechanisms, including responding to climate- related client requests, conducting a semi-annual shareholder outreach program that engages holders of more than 50% of outstanding shares and incorporates their feedback, and gathering employee perspectives through surveys, colleague townhalls and various leadership forums. The WTW investor relations team continues to engage with investors around investor expectations.

Overall, in both Climate Risk Scenarios considered for Transition 1.5°C and 2°C, in the short-term, the business

faces a relatively low level of residual transition risk, which may elevate marginally in the medium-term. The

residual risk exposure is low overall as a result of anticipated response to risks and in particular market risks;

without these actions such as monitoring of trends associated with policy changes as well as market demand, the

risk exposure could be moderate.

Risk/Opportunity: Physical Risk Assessment

The Company’s property portfolio was evaluated with pre-defined climate scenarios outlined by the

Intergovernmental Panel on Climate Change (IPCC) across multiple time horizons. The climate scenarios that

are considered are: a <+2°C (SSP1 / RCP 2.6) scenario, a +2-3°C (SSP2 / RCP 4.5) scenario and a >+4°C

(SSP5 / RCP 8.5) scenario. The scenarios consider time horizons starting at the present day, 2025 and include

2030, 2050 and 2100. The assessment was directed at acute (e.g. increased severity of storm activity, floods and

wildfires) and chronic risks (e.g. sea level rise, drought stress, heat stress, precipitation) related to the physical

impacts of climate change.

The table below sets out a list of climate-related risk and opportunities identified as having a potentially material

impact on the Company.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Risk/Opportunity: Physical Risk Assessment (continued)


Risk and opportunity: acute and chronic risks in the United Kingdom Disruption to business operations and service delivery due to extreme weather events impacting infrastructure and colleague productivity.
Risk / opportunity description and potential impact to the Company	Potential impact under climate scenarios and time horizons	Strategic response and resilience
Climate-related physical risks could impact the Company operations and colleagues globally. The impacts may include property damage and business disruption, resulting in reduced revenue and productivity. These impacts could be driven by acute or chronic physical risks.	In all scenarios physical risks to the Company will increase from the short to medium term. Under RCP2.6, the physical risk impact should plateau. Under RCP4.5 and RCP8.5, the physical risk to the Company will increase from the short to long term time horizons.	WTW manages climate-related physical risks through a set of controls designed to minimise business disruption and protect colleagues, offices and client services. •WTW’s business continuity programs include operational resilience scenario testing and incident and crisis response. These help reduce the impact of service interruption, supporting operations in the case of an acute weather event. •The occupational health and safety program aims to support the identification and mitigation of local building-related hazards and reduce facilities- related risks. •Remote working capabilities enable colleagues to continue working when services or travel are disrupted. •In the event of property damage or operational impacts, insurance provides financial support.

Overall, in all three Climate Risk Scenarios considered for Physical Risk Scenario a <+2°C (scenario, a +2-3°C

scenario and a >+4°C), in the short-term, the business faces a relatively low level of residual physical risk, which

may elevate marginally in the medium-term and will further elevate in the long-term. The key risks in the short-

term and medium-term time horizon are Precipitation and Heat Stress. Drought Stress starts becoming a key risk

in the medium- and long-term time horizons. The residual risk exposure is low – moderate as the business

continues to employ more adaptation and mitigation measures as well as introduce several programs, metrics and

targets.

WTW manages resilience in alignment with the ERM programmes and continues to review and work to optimise

our strategy incorporating a variety of factors as determined by WTW.

Targets

In 2024, WTW had its targets validated by the SBTi. The validated targets include a plan to reduce absolute

scope 1 and 2 GHG emissions by 50%* by 2030 from a 2019 base year*. Additionally, WTW has set targets to

engage 67% of suppliers by spend to set science-based targets by 2028 and reduce business travel emissions by

55% per full-time employee (FTE) by 2030 from a 2019 base year. WTW has also set a long-term target,

approved by SBTi, to reach net zero GHG emissions across the value chain by 2050. This includes a 100%

renewable energy target for the Company’s real estate portfolio by 2050. Information on WTW's progress and

performance against its targets is available in the appendix of WTW's Sustainability Report available on

www.wtwco.com.

WILLIS LIMITED

CLIMATE RELATED FINANCIAL DISCLOSURES FOR THE YEAR ENDED 31 DECEMBER 2025

(continued)

Targets (continued)

The SBTi validation confirms that WTW’s targets are aligned with the latest climate science and are sufficiently

ambitious to meet the goals of the Paris Agreement. These scientifically validated targets demonstrate WTW’s

dedication to long-term environmental stewardship in our own operations and through assisting others to act. The

Company forms part of the WTW targets and there are no additional targets at the Company level. The Company

does not plan to set additional targets.

Many of the goals, targets, impacts, policies, and programs described in this report are aspirational, and as such,

no guarantees or promises are made that these will be met or successfully executed. WTW is reliant on

governments and other third-parties, such as suppliers, taking action to support the infrastructure and

development of emissions reduction targets to achieve its 2050 emissions reduction targets. If progress is not

made, WTW may revisit 2050 targets.

Note*The target boundary includes land-related emissions and removals from bioenergy feedstocks.

See the Company’s Streamlined Energy Carbon Reporting (SECR) disclosure included in the Director’s Report

for additional metrics on emissions impact.

WTW seeks to reduce our emissions through programs including:

• Tracking the electricity purchased or generated by renewable energy sources globally.

• Encouraging key suppliers to create transition plans to reduce their emissions.

• Implementing programs and systems to support more sustainable travel and decision making.

• Calculating and reporting emissions for years ending in 2019, 2024 and 2025 as part of our global and

Company operations.

Impacts and actions

As part of WTW the Company continues to develop programs to reduce our impact on the environment and

manage our climate related risks where practical, including:

• Improving energy efficiency in our operations.

• Reducing our need for business travel by using virtual meeting technologies and more flexible

workstyles.

• Promoting recycling in WTW offices.

• Minimising single-use plastics in offices.

• Minimising the waste sent to landfills.

• Purchasing environmentally responsible supplies.

• Purchasing renewable energy where available.

WTW seeks to implement our environmental initiatives in markets globally, where practical.

Information on WTW’s emission calculation methodology is available in the appendix of WTW’s Sustainability

Report available on www.wtwco.com.

WILLIS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLIS LIMITED

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of Willis Limited (‘the Company’):

• give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its profit

for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice, including Financial Reporting Standard 101 Reduced Disclosure Framework; and

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

We have audited the financial statements which comprise:

• the income statement;

• the statement of comprehensive income;

• the balance sheet;

• the statement of changes in equity; and

• the related notes 1 to 23.

The financial reporting framework that has been applied in their preparation is applicable law and United

Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework

(United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and

applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities

for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of

the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard,

and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis

of accounting included:

• We have assessed the feasibility of management's forecasts for the next twelve months from the date of

the financial statements for the year;

• We performed an analysis of the Company's financial performance for the year and its financial position

as at year end, as well as considering trading performance in the first quarter after the balance sheet

date;

• We have assessed the financial statement disclosures in respect of going concern for transparency and

inclusion of relevant facts and circumstances of which we are aware through the performance of the

audit work.

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 Company’s ability to continue as a

going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

WILLIS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLIS LIMITED (continued)

Other information

The other information comprises the information included in the annual report, other than the financial

statements and our auditor’s report thereon. The directors are responsible for the other information contained

within the annual report. Our opinion on the financial statements does not cover the other information and,

except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion

thereon.

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 course of the audit, or

otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the directors determine 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 Company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or

have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We considered the nature of the Company’s industry and its control environment, and reviewed the Company’s

documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We

also enquired of management, internal audit and the directors about their own identification and assessment of

the risks of irregularities, including those that are specific to the Company’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the Company operates in, and

identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements.

These included UK Companies Act, pensions legislation, tax legislation; and

• did not have a direct effect on the financial statements but compliance with which may be fundamental

to the Company’s ability to operate or to avoid a material penalty. This included the Company's

operating licence, the Financial Conduct Authority's (the 'FCA's') regulations and client money rules,

regulatory permissions and environmental regulations.

We discussed among the audit engagement team including relevant internal specialists such as tax, valuations,

pensions, and IT specialists, regarding the opportunities and incentives that may exist within the organisation for

fraud and how and where fraud might occur in the financial statements.

WILLIS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLIS LIMITED (continued)

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

As a result of performing the above, we identified the greatest potential for fraud or non-compliance with laws

and regulations in the following areas, and our procedures performed to address them are described below:

Revenue is recognised at a point in time when control of the promised service is not yet transferred to the

customer resulting in a higher level complexity around the timing of the revenue to be recognised. In response to

this risk, we performed the following procedures:

• Selected a sample of revenue transactions that were accrued as at 31 December 2025. For each selection

we inspected relevant supporting documentation to verify that revenue was appropriately recognised.

• Selected a sample of revenue transactions pre- and post-year to verify revenue was recognised in the

correct accounting period.

• Selected a sample of aged accruals to ensure that they meet the revenue recognition criteria.

• Performed trend analysis over revenue and reversal patterns by division.

• Analysed internal and external factors which could increase the fraud risk in certain divisions.

The allocation of intercompany recharges between the company and other group entities requires management

to exercise judgement in determining which entity benefits from the underlying costs. Due to the high volume

and value of costs allocated to the company, we identified a fraud risk in respect of such allocations being

incorrect. . In response to this risk, we performed the following procedures:

• Assessed the criteria and parameters used by management to identify costs incurred that are eligible to

be recharged to the company under the transfer pricing arrangements in place.

• Reviewed the transfer pricing arrangements in place between the company and other group entities.

• Selected a sample of counterparties that incur the costs eligible for recharging to the company and

reconciled these costs to the counterparties’ financial information.

• Traced the final cost allocations determined by management to the underlying allocation model.

• Performed an analytical review from the previous year over the costs allocated to the company to obtain

an understanding of the key drivers for the movements in these balances.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to

the risk of management override. In addressing the risk of fraud through management override of controls, we

tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in

making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any

significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance

with provisions of relevant laws and regulations described as having a direct effect on the financial

statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate

risks of material misstatement due to fraud;

• enquiring of management, internal audit and in-house legal counsel concerning actual and potential

litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance, reviewing internal audit reports, and

reviewing correspondence with HMRC and the FCA.

WILLIS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLIS LIMITED (continued)

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal

requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of

the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been

received from branches not visited by us; or

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

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

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

We have nothing to report in respect of these matters.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members

those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the

Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Adam Knight FCA (Senior statutory auditor)

for and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

WILLIS LIMITED

INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025


		2025	2024
	Notes	$m	$m

Brokerage and fees	3	1,093	787
Interest and investment income		34	41
Turnover		1,127	828
Operating expenses		(915)	(677)
Operating income/(expense) - foreign exchange gain/(loss)		22	(10)
Transaction and transformation costs	4	—	(17)
Impairment charge	7	—	(5)
Operating profit	4	234	119
Income from shares in group undertakings - dividends received		—	5
Interest receivable and similar income	8	27	39
Profit before taxation		261	163
Tax charge on profit	9	(72)	(42)
Profit for the year		189	121

WILLIS LIMITED

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025


		2025	2024
	Notes	$m	$m

Profit for the year		189	121

Other comprehensive income
Items that will not be reclassified to profit or loss:
Actuarial loss relating to the defined benefit pension scheme	19	(46)	(64)
UK deferred tax attributable to actuarial loss		12	16
		(34)	(48)

Items that are or may be reclassified subsequently to profit or loss:
Derivative instruments:
Gains/(losses) on forward contracts (effective element)		3	(3)
Tax on items relating to components of comprehensive income		(1)	1
Other comprehensive loss for the year, net of income tax		(32)	(50)
Total comprehensive income for the year		157	71

WILLIS LIMITED

BALANCE SHEET AS AT 31 DECEMBER 2025


		2025	2024 (restated)
	Notes	$m	$m

Fixed assets
Intangible assets	11	152	153
Tangible assets	12	2	18
Total		154	171

Current assets
Assets held for sale	12	14	—
Debtors
Amounts falling due within one year	13	597	446
Amounts falling due after more than one year	13	30	8
		641	454
Deposits and cash: held in fiduciary capacity		870	884
Deposits and cash		110	110
		1,621	1,448

Current liabilities
Creditors: amounts falling due within one year	14	(290)	(222)
Fiduciary liabilities: amounts falling due within one year	15	(870)	(884)
		(1,160)	(1,106)
Net current assets		461	342
Total assets less current liabilities		615	513
Creditors: amounts falling due after more than one year	16	(66)	(68)
Provisions for liabilities	17	(25)	(24)
Net assets excluding pension plan surplus		524	421
Defined benefit pension plan surplus	19	269	286
Net assets including pension plan surplus		793	707

Capital and reserves
Called up share capital	18	153	153
Cash flow hedging reserve		2	—
Retained earnings		638	554
Shareholders' funds		793	707

The 2024 balance sheet has been restated to reflect a revision to the defined benefit pension scheme liability and

corresponding adjustment to the deferred tax asset, details of which can be found in note 19.

The financial statements of Willis Limited, registered company number 00181116, were approved by the Board

of Directors and authorised for issue on and signed on its behalf by:

Steven J Alcock

Director

WILLIS LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025


		Called up share capital	Cash flow hedging reserve	Retained earnings	Total equity
	Notes	$m	$m	$m	$m

Balance at 1 January 2024 (as reported)		153	2	701	856
Restatement	19	—	—	(28)	(28)
Balance at 1 January 2024 (as restated)		153	2	673	828
Profit for the year		—	—	121	121
Other comprehensive income:
Actuarial loss on defined benefit pension scheme	19	—	—	(64)	(64)
Losses on forward contracts (effective element)		—	(3)	—	(3)
Tax on items relating to components of other comprehensive income		—	1	16	17
Total comprehensive income for the year		—	(2)	73	71
Equity-settled share based payment transactions, net of tax	22	—	—	2	2
Dividends to shareholder	10	—	—	(194)	(194)
Balance at 31 December 2024		153	—	554	707
Profit for the year		—	—	189	189
Other comprehensive income:
Actuarial loss on defined benefit pension scheme	19	—	—	(46)	(46)
Gains on forward contracts (effective element)		—	3	—	3
Tax on items relating to components of other comprehensive income		—	(1)	12	11
Total comprehensive income for the year		—	2	155	157
Equity-settled share based payment transactions, net of tax	22	—	—	11	11
Dividends to shareholder	10	—	—	(82)	(82)
Balance at 31 December 2025		153	2	638	793

The opening retained earnings at 1 January 2024 have been restated to reflect a revision to the defined pension

scheme liability and related deferred tax asset, details of which can be found in note 19.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

1. General information and accounting policies

General information

The Company is a private company limited by shares incorporated in the United Kingdom under the

Companies Act 2006 and is registered in England and Wales. The address of the Company's registered

office is 51 Lime Street, London, EC3M 7DQ. The Company's principal place of business is 51 Lime Street,

London, EC3M 7DQ. The principal activities of the Company are set out in the Directors' Report.

Basis of preparation

The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 and,

consequently, has prepared these financial statements in accordance with Financial Reporting Standard 101,

‘Reduced Disclosure Framework’ (‘FRS 101’).

The financial statements have been prepared on the historical cost basis except for certain financial

instruments that are measured at fair value at the end of each reporting period.

The principal accounting policies adopted are set out below.

Disclosure exemptions

The Company has taken advantage of certain disclosure exemptions permitted under FRS 101, primarily in

relation to: (i) business combinations; (ii) share-based payments; (iii) financial instruments; (iv) presentation

of a cash flow statement; (v) key management personnel; (vi) Pillar Two income tax; and (vii) new

International Financial Reporting Standards (‘IFRSs’) and (viii) revenue from contracts with customers, that

have been issued but are not yet effective as, where required, equivalent disclosures are given in the

consolidated financial statements of Willis Towers Watson plc .

Going concern

The Company’s business activities and the factors likely to affect its future development and position are set

out in the Strategic Report. The Company’s financial projections indicate that it will generate positive cash

flows on its own account for a period of at least twelve months from the date of approval of the financial

statements. The Company deposits its excess own cash funds with WTW’s centralised treasury function and

so shares banking arrangements with its parent and fellow subsidiaries.

In accordance with their duties set out in the Financial Services and Markets Act and the FCA’s ‘Threshold

Condition 2.4 - Appropriate Resources’ the Directors have conducted enquiries into the nature and quality of

the assets, liabilities and cash that make up the Company’s capital. Furthermore, the Directors’ enquiries

extend to the Company’s relationship with WTW and external parties on a financial and non-financial level.

Having assessed the responses to their enquiries, the Directors have no reason to believe that a material

uncertainty exists that may cast significant doubt upon the ability of WTW to continue as a going concern or

its ability to repay loans due to the Company from time to time.

As a consequence of the enquiries the Directors have a reasonable expectation that the Company has

appropriate resources to continue in operational existence for a period of at least twelve months from the

date of approval of the financial statements. For this reason, they continue to adopt the going concern basis

in preparing the financial statements.

Parent undertaking and controlling party

The Company’s:

• immediate parent company and controlling undertaking is Willis Group Limited; and

• ultimate parent company and ultimate controlling undertaking is Willis Towers Watson plc, a

company incorporated in Ireland, whose registered office is Willis Towers Watson House, Elm Park,

Merrion Road, Dublin 4, Ireland.

In accordance with Section 400 of the Companies Act 2006, the Company is exempt from the requirement

to produce group financial statements.

The largest and smallest group in which the results of the Company are consolidated is Willis Towers

Watson plc, whose financial statements are available to members of the public on WTW’s website

www.wtwco.com, in the Investor Relations section.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

1. General information and accounting policies (continued)

Revenue recognition

Revenue includes insurance commissions, fees for services rendered, certain commissions receivable from

insurance carriers and investment income earned on fiduciary balances.

In our broking arrangements, we earn revenue by acting as an intermediary in the placement of effective

insurance policies. Generally, we act as an agent and view our client to be the party looking to obtain

insurance coverage for various risks, or an employer or sponsoring organisation looking to obtain insurance

coverage for its employees or members. Also, we act as an agent in reinsurance broking arrangements

where our client is the party looking to cede risks to the reinsurance markets. Our primary performance

obligation under the majority of these arrangements is to place an effective insurance or reinsurance policy,

but there can also be post-placement obligations in certain contracts. The most common of these is for

claims handling , although this is typically considered to be an immaterial performance obligation.

Due to the nature of the majority of our broking arrangements, no single document constitutes the contract

for IFRS 15 purposes. Our services may be governed by a mixture of different types of contractual

arrangements depending on the jurisdiction or type of coverage, including terms of business agreements,

broker-of-record letters, statements of work or local custom and practice. This is then confirmed by the

client’s acceptance of the underlying insurance contract. Prior to the policy inception date, the client has not

accepted nor formally committed to perform under the arrangement (i.e. pay for the insurance coverage in

place). Therefore, in the majority of broking arrangements, the contract date is the date the insurance policy

incepts.

As noted, our primary performance obligations typically consist of only the placement of an effective

insurance policy which precedes the inception date of the policy. Therefore, most of our fulfilment costs are

incurred before we can recognise revenue, and are thus deferred during the pre-placement process. Where

we have material post-placement services obligations, we estimate the relative fair value of the post-

placement services using either the expected cost-plus-margin or the market assessment approach.

Fees for our broking services consist of commissions or fees negotiated in lieu of commissions. At times,

we may receive additional income for performing these services from the insurance and reinsurance

carriers’ markets, which is collectively referred to as ‘market derived income’. In situations in which our

fees are not fixed but are variable, we must estimate the likely commission per policy, taking into account

the likelihood of cancellation before the end of the policy.

We recognise revenue for most broking arrangements as of a point in time at the later of the policy

inception date or when the policy placement is complete and when control is transferred to the client.

Revenue additionally contains Centre of Excellence service fee income received from fellow group

companies which is recognised on an accruals basis as services are provided.

Revenue is stated net of VAT and other sales-related taxes, where applicable.

Investment income earned on fiduciary balances is recognised on an accruals basis.

Cost to obtain or fulfil contracts

Costs to obtain customers include commissions for brokers under specific agreements that would not be

incurred without a contract being signed and executed. The Company has elected to apply the IFRS 15

‘practical expedient’ which allows it to expense these costs as incurred if the amortisation period related to

the resulting asset would be one year or less. The Company has no significant instances of contracts that

would be amortised for a period greater than a year, and therefore has no contract costs capitalised for these

arrangements.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

1. General information and accounting policies (continued)

Cost to obtain or fulfil contracts (continued)

Costs to fulfil include costs incurred by the Company that are expected to be recovered within the expected

contract period. The Company must estimate the fulfilment costs incurred during the pre-placement of the

broking contracts. These judgements include:

• which activities in the pre-placement process should be eligible for capitalisation;

• the amount of time and effort expended on those pre-placement activities;

• the amount of payroll and related costs eligible for capitalisation; and,

• the monthly timing of underlying insurance and reinsurance policy inception dates.

The Company amortises costs to fulfil over the period it receives the related benefits. For broking pre-

placement costs, this is typically less than a year.

Interest receivable and interest payable

Interest receivable and interest payable are recognised as interest accrues using the effective interest method.

Dividend income

Dividend income is recognised when the right to receive payment is established.

Foreign currency translation

These financial statements are presented in US dollars which is the currency of the primary economic

environment in which the Company operates (‘the functional currency’).

Transactions in currencies other than the functional currency are initially recorded at the rate of exchange at

the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance

sheet date are reported at the rates of exchange ruling at that date. Non-monetary items that are measured in

terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in the income statement in the period in which they arise except for

exchange differences on transactions entered into to hedge certain foreign currency risks (see financial assets

and financial liabilities, below).

Intangible fixed assets - Goodwill

Goodwill represents the excess of the cost of businesses acquired over the fair market value of identifiable

net assets at the dates of acquisition. The Large and Medium-sized Companies and Groups (Accounts and

Reports) Regulations 2008 require the amortisation of goodwill. However, the Company believes the

amortisation of goodwill would not give a true and fair view because:

• not all goodwill declines in value; and

• goodwill that does decline in value rarely does so on a straight-line basis.

Consequently, straight-line amortisation of goodwill over an arbitrary period does not reflect economic

reality and thus does not provide useful information to financial statement users. The Company is therefore

invoking the ‘true and fair view override’ described above.

The Company does not amortise goodwill but reviews it for impairment annually and whenever facts or

circumstances indicate that the carrying amounts may not be recoverable.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition

date, allocated to each of the Company’s cash-generating units (or groups of cash generating units) that are

expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree

are assigned to those units. Each unit or group of units to which goodwill is allocated shall represent the

lowest level within the entity at which the goodwill is monitored for internal management purposes and not

be larger than an operating segment before aggregation.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

1. General information and accounting policies (continued)

Intangible fixed assets - Other

Both acquired and other internally generated assets with finite lives are amortised over the useful economic

life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.

Amortisation is calculated as follows:

• Acquired customer relationships and introduction arrangements in line with underlying cash

flows over 3 to 20 years; and

• Software development costs on a straight line basis over 4 to 7 years.

Development costs have been capitalised in accordance with IAS 38 Intangible Assets and are therefore not

treated, for dividend purposes, as a realised loss.

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is

calculated on a straight-line basis to write off the cost of such assets over their estimated useful economic

lives as follows:

• Freehold buildings at 2 per cent per annum;

• Freehold land is not depreciated; and

• Equipment on a straight line basis over 7 years.

Expenditure for improvements is capitalised; repairs and maintenance are charged to the income statement

as incurred.

Tangible fixed assets are reviewed for impairment when events or changes in circumstance indicate that the

carrying amount may not be recoverable. Any impairment in the value of tangible fixed assets is charged to

the income statement in the period in which the impairment occurs.

Fixed asset investments

Investments in subsidiaries and associates are carried at cost less provision for impairment.

Insurance broking assets and liabilities

The Company acts as agent in placing the insurable risks of its clients with insurers and, as such, generally is

not principal to the contracts under which the right to receive premiums from clients, or reimbursement of

insured losses from insurers, arises. Consequently, the Company is generally neither contractually entitled to

demand premiums from clients nor liable to insurers for any uncollected amounts arising from such

transactions.

In recognition of this relationship, uncollected premiums and claims from insurance broking transactions are

not included as assets or liabilities of the Company. Other than the receivable for revenue not yet received

for fees and commissions earned on a transaction, no recognition of the insurance transactions occurs.

In certain exceptional circumstances, the Company advances premiums, refunds or claims to insurance

underwriters or clients prior to collection from fiduciary funds. To the extent that these advances result in

increased credit risk this is reflected in the recognition of an expense for bad and doubtful debts and an equal

and opposite provision.

Deposits and Cash: held in fiduciary capacity (‘fiduciary funds’)

Unremitted insurance premiums and claims are recorded within fiduciary funds. Fiduciary funds are

required to be kept in certain regulated bank accounts subject to guidelines which emphasise capital

preservation and liquidity. Such funds are not available to service the Company’s debt or for other corporate

purposes. Notwithstanding the legal relationships with clients and insurers, the Company is generally

entitled to retain interest and investment income earned on fiduciary funds in accordance with agreements

with insureds and insurers and in accordance with industry custom and practice where these agreements are

not in place.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

1. General information and accounting policies (continued)

Pensions costs

The Company has a defined benefit pension scheme and a defined contribution pension scheme. The

defined benefit scheme was closed to new entrants in January 2006, and subsequently a salary freeze was

enacted on 30 June 2015. New employees are now offered the opportunity to join the defined contribution

scheme.

Defined benefit scheme

A defined benefit scheme is a pension scheme that defines an amount of pension benefit that an employee

will receive on retirement, usually dependent on one or more factors such as age, years of service and

compensation.

The cost of providing benefits under the defined benefit plans is determined separately for each plan using

the projected unit credit method, which attributes entitlement to benefits to the current period (to determine

current service cost) and to the current and prior periods (to determine the present value of the defined

benefit obligation) and is based on actuarial advice.

Past service costs are recognised in profit and loss on a straight-line basis over the vesting period or

immediately if the benefits have vested. When a settlement (eliminating all obligations for benefits already

accrued) or a curtailment (reducing future obligations as a result of a material reduction in the scheme

membership or a reduction in future entitlement) occurs, the obligation and related plan assets are

remeasured using current actuarial assumptions and the resultant gain or loss recognised in the income

statement during the period in which the settlement or curtailment occurs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as

determined at the start of the annual reporting period, taking account of any changes in the net defined

benefit liability during the period as a result of contribution and benefit payments. The net interest is

recognised in profit or loss as other finance income or cost.

Remeasurements, comprising actuarial gains and losses, the effect of the asset ceiling and the return on the

net assets (excluding amounts included in net interest), are recognised immediately in other comprehensive

income in the period in which they occur.

The defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the

present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds),

less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on

market price information and in the case of quoted securities is the published bid price. The value of a net

pension benefit asset is restricted to the present value of any amount the Company expects to recover by

way of refunds from the plan or reductions in the future contributions.

The major assumptions used in the actuarial valuation of the funded defined benefit pension schemes

operated by the Company are the rate of increase in salaries, the rate of increase in pensions in payment, the

discount rate, inflation rates, and mortality.

Management estimates these factors in determining the net pension obligation in the balance sheet. The

assumptions reflect historical experience and current trends. Further details in respect of the defined benefit

pension schemes are given in note 19.

If the Company’s pension schemes are in surplus on an accounting basis, the Company has determined it is

appropriate to recognise surplus in full as the Company has an unconditional right to a refund. The

Company currently expects to recover the economic benefit of the surplus therefore the related deferred tax

liabilities have been recognised based on the currently enacted UK tax rate. Further details can be found in

note 9.

Defined contribution scheme

A defined contribution scheme is a pension scheme under which the Company pays fixed contributions into

a separate entity. The Company has no legal or constructive obligations to pay further contributions if the

fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the

current or prior periods.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

1. General information and accounting policies (continued)

Defined contribution scheme (continued)

The costs of the defined contribution scheme in which the Company participates are charged to the income

statement as part of employee costs in the period in which they fall due. Differences between contributions

payable in the year and contributions actually paid are shown as either accruals or prepayments in the

balance sheet.

Share-based payments

The Company’s ultimate parent company, Willis Towers Watson plc, issues equity-settled and cash-settled

share-based payments to certain employees of the Company under which the Company receives services

from employees as consideration for these awards.

The fair value of the employee service received in exchange for the grant of the awards is recognised as an

expense. A credit is recognised directly in equity. The equity-settled share-based payments are measured at

fair value at the date of grant and are expensed on a straight-line basis over the vesting period, based on

WTW’s estimate of shares that will eventually vest.

Fair value of options is typically measured by use of the Black-Scholes pricing model. The expected life of

options granted used in the model has been adjusted, based on management’s best estimate, for the effects of

non-transferability, exercise restrictions and behavioural considerations. The fair value of each performance-

based restricted stock unit is estimated on the grant date using a Monte-Carlo simulation that uses the

following assumptions: expected volatility is based on the historical volatility of WTW’s shares and the risk-

free rate is based on the US Treasury yield curve in effect at the time of the grant.

For equity-settled awards issued from 1 April 2022, the Company is obliged to reimburse Willis Towers

Watson plc for the fair market value of the net shares issued at the date of issuance. No such obligation

existed in respect to equity-settled awards issued prior to this date.

Income taxes

Current tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have

been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities

and their carrying amounts in the financial statements although deferred income tax assets are recognised

only to the extent that it is probable that taxable profit will be available against which the deductible

temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are

expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted

or substantively enacted at the balance sheet date.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date. Deferred income

tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets

against current tax liabilities, the deferred income taxes relate to the same tax authority and that authority

permits the Company to make a single net payment.

Income tax is charged or credited to other comprehensive income if it relates to items that are credited or

charged to other comprehensive income. Similarly, income tax is charged or credited directly to equity if it

relates to items that are credited or charged directly to equity. Otherwise, income tax is recognised in the

income statement.

Provisions

Provisions are recognised when: the Company has a present legal or constructive obligation as a result of

past events; it is probable that an outflow of resources will be required to settle the obligation; and the

amount has been reliably estimated.

Financial assets and financial liabilities

Financial assets and financial liabilities include cash and cash equivalents, trade debtors and other

receivables as well as trade creditors and other payables (including amounts owed to/by group undertakings)

and derivative financial instruments.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

1. General information and accounting policies (continued)

Financial assets and financial liabilities (continued)

The Company classifies its financial assets at amortised cost or at fair value through other comprehensive

income or at fair value through profit or loss, on the basis of the business model in which a financial asset is

managed and its contractual cash flow characteristics. The Company generally classifies its financial

liabilities at amortised cost or at fair value through profit or loss.

Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair

value and are subsequently measured at fair value. Gains or losses arising from changes in fair value through

profit and loss are presented in the income statement within interest income or expense in the period in

which they arise.

Financial assets or financial liabilities at amortised cost are initially recognised at fair value, plus or minus

transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial

liability, except that trade receivables are initially recognised at their transaction price, and are subsequently

measured at amortised cost using the effective interest method. Any resulting interest is recognised in

interest receivable or interest payable, as appropriate.

At each reporting date, the Company measures the loss allowance for financial assets at amortised cost.

Impairment losses on financial assets at amortised cost are recognised in profit or loss on an expected loss

basis: lifetime expected losses are recognised for relevant financial assets for which there have been

significant increases in credit risk since initial recognition, whereas 12-month expected losses (cash

shortfalls over the life of the loan arising from a default in the next 12 months) are recognised if the credit

risk on a financial asset has not increased significantly since initial recognition. For trade receivables,

lifetime expected losses are recognised under the simplified approach. There would be a rebuttable

presumption that the credit risk on a financial asset had increased significantly if it were more than 30 days

past due and a rebuttable presumption that a financial asset was in default if it were more than 90 days past

due. The amount of any impairment loss is recognised in profit or loss.

The Company uses derivative financial instruments for other than trading purposes to alter the risk profile of

an existing underlying exposure. Forward foreign currency exchange and option contracts are used to

manage currency exposures arising from future income and expenses. Derivative fair values are estimated

using observable market-based inputs or unobservable inputs that are corroborated by market data.

Derivative financial instruments are initially recognised at fair value on the date on which a derivative

contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when

the fair value is positive and as liabilities when the fair value is negative.

For those derivatives designated as hedges and for which hedge accounting is desired, the hedging

relationship is formally designated and documented at its inception.

The effective portions of changes in the fair value of derivatives that qualify for hedge accounting as cash

flow hedges are recorded in other comprehensive income. Amounts are reclassified from other

comprehensive income to earnings when the hedged exposure affects earnings. Changes in fair value of

derivatives that do not qualify for hedge accounting, together with any hedge ineffectiveness on those that

do qualify, are recorded in operating expenses or interest expense as appropriate.

Recent accounting pronouncements adopted in the current period

The following new amendment is effective for the first time for the Company ’ s annual reporting period

commencing 1 January 2025:

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates titled Lack of

Exchangeability

There were no new standards. The amendment listed above did not have any material impact on the amounts

recognised in prior periods and is not expected to significantly affect the current or future periods.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

2. Critical accounting judgements and estimates

The preparation of financial statements in conformity with FRS 101 and the application of the Company’s

accounting policies, which are described in note 1, require management to make judgements, estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and

liabilities as at the dates of the financial statements and the reported amounts of revenues and expenses

during the year. Judgements, estimates and assumptions are made about the carrying amounts of assets and

liabilities that are not readily apparent from other sources. The estimates and associated assumptions are

based on historical experience and other factors that are considered to be relevant. Actual results may differ

from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised 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 the revision affects both current and future periods.

Critical judgements in applying the Company’s accounting policies

The following are the critical judgements, apart from those involving estimations (which are dealt with

separately below), that management has made in the process of applying the Company’s accounting policies

and that have the most significant effect on the amounts recognised in the financial statements.

Revenue recognition

Management judgement has been applied in the assessment of the significance of brokerage post placement

obligations and hence the amount of revenue deferred and, also, for negotiated fee arrangements covering

multiple insurance placements, in the determination of the relative fair value of the services completed and

the services yet to be rendered.

Management must also estimate the fulfilment costs incurred during the pre-placement of the broking

contracts. These judgments include the following:

• which activities in the pre-placement process should be eligible for capitalisation;

• the amount of time and effort expended on those pre-placement activities;

• the amount of payroll and related costs eligible for capitalisation; and,

• the monthly or quarterly timing of underlying insurance and reinsurance policy inception dates.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance

sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year, are discussed below.

Valuation of Goodwill

Significant estimation is required to estimate:

• the future cash flows of the cash generating units, which are sensitive to projected cash flows for

the period for which detailed forecasts are available and assumptions regarding the long-term

pattern of cash flows thereafter; and

• the rates used to discount cash flows, which are sensitive to the risk-free interest rate in the UK

and a premium for the risk of the business being evaluated; these variables are subject to

fluctuations beyond management’s control.

As part of the annual impairment test, which was performed as at 31 December 2025, and which included

sensitivity analysis, management reviewed the current and expected performance of the cash generating

units and determined that there was no indication of impairment of the goodwill allocated to them. See note

11 for the carrying amount of goodwill. No impairment of goodwill was identified in 2025 or 2024.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

2. Critical accounting judgements and estimates (continued)

Funded defined benefit pension scheme

The Company uses the granular approach to calculating service and interest cost. The major assumptions

used in the actuarial valuation of the funded defined benefit pension scheme operated by the Company are

the rate of increase in salaries, the rate of increase in pensions in payment, the discount rate, RPI and CPI

inflation rates, and mortality and longevity rates. Management estimates these factors in determining the net

pension obligation in the balance sheet. The assumptions reflect historical experience and current trends.

Further details are given in note 19.

3. Brokerage and fees

The table below analyses the Company’s brokerage and fees by the registered company address of the

client from whom the business is derived. This does not necessarily reflect the original source or location of

the business. Brokerage and fees are attributable to continuing operations.


	2025	2024
	$m	$m

United Kingdom	314	275
North America	431	274
Rest of the world	348	238
	1,093	787

Centre of Excellence

From 1 July 2024, Willis Towers Watson plc which together with its subsidiaries ('WTW') took the

opportunity to optimise and simplify its Intellectual Property strategy and intercompany transition

framework. As part of this strategy, the Company became the global hub, Centre of Excellence, for the

Global Risk & Broking business unit for WTW charging related undertakings a fee for the suite of services

applied. The Company recognised a service fee of $351 million (2024: $159 million). This is included in

brokerage and fees and analysed by geography in the table above.

Contract Balances

The Company receives payments from customers based on billing schedules or terms as written in its

contracts. Those balances denoted as contract assets relate to situations where the Company has completed

some or all performance under the contract, however the Company’s right to consideration is conditional.

Deferred revenue (within Accruals and Deferred Income) relates to payments received in advance of

performance under the contract, and is recognised as revenue as (or when) the Company performs under the

contract.

The Company recognised the following contract balances at 31 December 2025 and 2024;


	2025	2024
	$m	$m

Trade debtors	257	190
Accrued income	46	51
Deferred income	(4)	(3)
Total contract balances due within one year	299	238

Trade debtors	29	7
Total contract balances due more than one year	29	7

As at 1 January 2024, the opening balances for contract balances due within one year was $235 million, and

for contract balances due after more than one year was $5 million.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

3. Brokerage and fees (continued)

During the year ended 31 December 2025, the Company recognised no material revenue related to

performance obligations satisfied in a prior period.

Performance Obligations

The Company has contracts for which performance obligations have not been satisfied at 31 December

2025 or have been partially satisfied at 31 December 2025 but does not have any revenue that has not been

recognised due to this. This does not include contract renewals nor variable consideration, which was

excluded from the transaction prices in accordance with the guidance on constraining estimates of variable

consideration.

In addition, the Company has elected not to disclose the remaining performance obligations when one or

both of the following circumstances apply:

• Performance obligations which are part of a contract that has an original expected duration of

less than one year; and

• Performance obligations satisfied in accordance with IFRS 15 paragraph B16 (‘right to invoice’).

Since most of the Company’s contracts are cancellable with less than one year’s notice, and have no

substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as

of 31 December 2025 has been excluded for the purpose of this disclosure.

The Company also records a Post Placement Service Provision for future liabilities that arise from the

placement of policies in this year and from previous years. Details of this provision are shown in note 17.

Costs to Obtain or Fulfil a Contract

The Company incurs costs to obtain or fulfil contracts which it would not incur if a contract with a

customer was not executed. The following table shows the categories of costs that are capitalised and

deferred over the expected life of a contract.


	Costs to fulfil
		$m

	Balance at 1 January 2024	15
	New capitalised costs	94
	Amortisation	(93)
	Balance at 31 December 2024	16
	New capitalised costs	100
	Amortisation	(99)
	Balance at 31 December 2025	17


			2025	2024
4. Operating profit		Notes	$m	$m

	Operating profit is stated after charging/(crediting):
	Depreciation of tangible fixed assets	12	3	2
	Amortisation of intangible fixed assets	11	2	2
	Current service cost of pension schemes:
	- defined benefit scheme	19	11	9
	- defined contribution scheme	19	19	16
	Net foreign currency (gain)/loss		(22)	10

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

4. Operating profit (continued)

The foreign exchange gain of $22 million (2024: loss of $10 million) shown in the profit and loss account

is mainly attributable to the fluctuation in the value of pound sterling to the US dollar during the year in

relation to the defined benefit pension scheme net asset.

Transaction and transformation costs

Transaction and transformation costs of $nil million incurred in 2025 (2024: $17 million) comprised of $nil

million (2024: $17 million) compensation costs and consulting fees related to WTW's Transformation

programme which concluded in the fourth quarter of 2024, as well as legal fees and other transaction costs.


	2025	2024
Auditor's remuneration	$000	$000

Statutory financial statements audit fee	1,241	1,187
Audit-related assurance services	122	112
	1,363	1,299

Auditor’s remuneration of $1,240,505 (£1,030,000) (2024: $1,186,673 (£985,000)) was borne by another

group company.


		2025	2024
5. Employee costs		$m	$m

	Salaries and incentives	457	429
	Social security costs	55	46
	Pension costs: defined benefit scheme (note 19)	11	9
	Pension costs: defined contribution scheme (note 19)	25	16
	Gross employee costs	548	500
	Amounts borne by fellow subsidiary undertakings	(109)	(70)
	Net employee costs	439	430


	2025	2024
Number of employees - average for the period	Number	Number

Risk & Broking	2,458	2,366
Corporate & Other	648	646
	3,106	3,012

For consistency with other group companies, the methodology used to calculate average headcount was

changed in 2025. To provide increased coherency with the strategic report, the average headcount is also

now presented by business unit rather than being split between client-services roles and support roles. The

2024 comparatives have been restated to reflect these changes.

Pension costs for the defined benefit scheme include only those items included within operating expenses.

Further details of those items and those recorded in interest receivable and similar income and the statement

of comprehensive income are presented in note 19.

A number of the Company’s employees are seconded to other subsidiary undertakings within WTW. The

employment costs of those employees, including salaries, social security and pension costs, are borne and

accounted for by those subsidiary undertakings. The costs borne by those subsidiary undertakings increased

from $70 million in 2024 to $109 million in 2025. This was driven by an increase to the number of entities

bearing charges and the impact of inflation and changes in tax legislation on salary and social security

costs.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

5. Employee costs (continued)

The Company recognised total expenses in 2025 of $12 million (2024: $11 million) related to equity-settled

share-based payment transactions to employees. Further details are presented in note 22.


		2025	2024
6. Directors’ remuneration		$000	$000


	Emoluments (excluding pension contributions, benefits, and long term incentive awards)	4,069	3,917
	Amounts receivable under long-term incentive awards	1,513	1,221
	Benefits	48	49
	Pension contributions	122	154
		5,752	5,341

	Highest Paid Director:
	Emoluments (excluding pension contributions, benefits, and long term incentive awards)	1,426	1,259
	Amount receivable under long-term incentive awards (value of shares received)	540	332
	Benefits	14	13
	Pension contributions	30	29
		2,010	1,633


	2025	2024
	Number	Number

Directors receiving shares under long-term incentive plans	5	4
Directors eligible for defined benefit pension schemes	2	2
Directors eligible for defined contribution pension schemes	5	4

One of the Directors working for the Company is employed by another subsidiary undertaking of Willis

Towers Watson plc.


		2025	2024
7. Impairment charge		$m	$m

	Impairment of fixed asset investments	—	5
	Total impairment	—	5

On 25 November 2024, the Company’s only subsidiary undertaking, PPH Limited, was placed into

liquidation following the return of capital and payment of a dividend by the subsidiary to the Company.

Subsequently, the Company fully impaired the recoverable amount of this investment resulting in a charge

of $5 million to the income statement.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)


		2025	2024
8. Interest receivable and similar income		$m	$m

	Bank interest receivable	3	4
	Interest receivable from group undertakings	9	17
	Total interest income for financial assets measured at amortised cost	12	21
	Net pension income (note 19)	15	18
	Total interest receivable and similar income	27	39


		2025	2024
9. Taxation		$m	$m

(a) Tax charge in the income statement

	Current tax:
	UK corporation tax	60	34
	Adjustments in respect of prior periods	2	—
	Total current income tax	62	34

	Deferred tax:
	Origination and reversal of timing differences	1	9
	Adjustments in respect of prior periods	3	1
	Foreign exchange on deferred tax	6	(2)
	Total deferred tax (note 9e)	10	8
	Tax charge in the income statement (note 9c)	72	42

(b) Tax relating to items charged or credited to other comprehensive income

	Deferred tax:
	Actuarial loss on defined benefit pension plans	12	16
	Net (loss)/gain on revaluation of cash flow hedges	(1)	1
	Total deferred tax	11	17
	Tax credit in the statement of comprehensive income	11	17

(c) Reconciliation of total tax charge
	The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
	Profit before taxation	261	163

	Tax calculated at UK standard rate of corporation tax of 25% (2024: 25%)	66	41
	Effects of:
	Expenses not deductible for tax purposes	2	1
	Non-taxable expense - write down of fixed asset investment	—	1
	Share-based payment relief	(1)	(1)
	Tax under provided in previous years	5	1
	Dividend received from subsidiary undertaking	—	(1)
	Total tax charge in the income statement (note 9a)	72	42

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

9. Taxation (continued)

(d) Change in corporation tax rate

The main rate of UK corporation tax (applicable to profits over £250,000) was increased to 25% by the

Finance Act 2021, which received Royal Assent on 10 June 2021. As the legislation was substantively

enacted prior to 31 December 2025, the revised rate has been incorporated into these financial statements.


		2025	2024 (restated)
(e) Deferred tax		$m	$m

	The deferred tax included in the Company balance sheet is as follows:

	Deferred tax liability
	Timing difference on pension asset	(67)	(71)
	Timing difference on amortisation of intangible assets	(1)	—
	Timing difference on fixed assets	(2)	—
		(70)	(71)
	Deferred tax asset
	Timing difference on share-based payments	5	6
	Timing difference on accrued expenses not deductible	—	3
	Timing difference on fixed assets	—	(2)
	Timing difference on other provisions	2	—
		7	7

	Disclosed on the balance sheet
	Deferred tax liability (included in note 19)	(63)	(64)
		(63)	(64)

The 2024 deferred tax asset has been restated as a result of the restatement of the defined benefit pension

scheme liability, details of which can be found in note 19.

Deferred tax assets have been recognised to the extent they are regarded as more likely than not as being

recoverable either against the Company’s own future profits or by way of group relief against the future

profits of fellow UK WTW companies.


	2025	2024
Deferred tax in the income statement	$m	$m

Pensions	1	3
Share-based payment	(1)	1
Impact of changes in tax laws and rates	—	1
Adjustments in respect of prior periods	3	—
Accrued expenses not deductible	1	5
Foreign exchange on non-USD assets	6	(2)
Total deferred tax (note 9a)	10	8

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)


		2025	2024
10. Dividends paid and proposed		$m	$m

	Equity dividends on ordinary shares:
	Interim paid on 31 October 2025 (2024: 30 September 2024), $0.7 per share (2024: $1.77 per share)	73	186
	Additional amounts paid in respect of share based compensation	9	8
		82	194

In December 2025 the Company was charged $9 million (2024: $8 million) by Willis Towers Watson plc

for the fair market value of shares issued to employees of the Company.


		Software and development costs	Acquired customer relationships	Goodwill	Total
11. Intangible fixed assets		$m	$m	$m	$m

	Cost or valuation
	1 January 2025	22	30	147	199
	Additions	1	—	—	1
	31 December 2025	23	30	147	200

	Amortisation
	1 January 2025	20	26	—	46
	Amortisation charge	1	1	—	2
	31 December 2025	21	27	—	48

	Carrying amount 31 December 2025	2	3	147	152
	Carrying amount 31 December 2024	2	4	147	153

All intangible fixed assets are considered to have finite lives.

Software and development costs includes internally generated software development costs relating to the

development of systems to support our insurance broking activities. At 31 December 2025, the carrying

amount was $2 million (2024: $2 million). These intangible assets are being amortised on a straight line

basis and have a remaining amortisation period of between 1 and 5 years.

At 31 December 2025, accumulated impairment losses were $12 million (2024: $12 million).

As described in note 1, the Company allocates goodwill acquired in a business combination and intangible

assets in respect of acquired customer relationships to cash generating units (or groups of cash generating

units) that are expected to benefit from the combination. Management has determined the recoverable

amount for each cash generating unit based on a value in use calculation. Management has performed

sensitivity analysis which indicates that any reasonably possible changes to these assumptions, individually

or combined, would not cause the recoverable amount of the goodwill relating to either cash generating unit

to fall below its carrying value. The carrying values are attributable entirely to our Risk and Broking unit.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)


		Freehold land and buildings	Equipment	Right of Use Assets	Total
12. Tangible fixed assets		$m	$m	$m	$m

	Cost or valuation
	1 January 2025	45	1	2	48
	Additions	—	—	1	1
	Disposals	(1)	—	—	(1)
	Transfers to assets held for sale	(44)			(44)
	31 December 2025	—	1	3	4

	Depreciation
	1 January 2025	28	1	1	30
	Charge for the year	3	—	—	3
	Disposals	(1)	—	—	(1)
	Transfers to assets held for sale	(30)		—	(30)
	31 December 2025	—	1	1	2

	Carrying amount 31 December 2025	—	—	2	2
	Carrying amount 31 December 2024	17	—	1	18

During the fourth quarter of 2025, the Company met the held for sale criteria set out in IFRS 5 - Non-current

Assets Held for Sale and Discontinued Operations for its office previously included within Tangible fixed assets.

Consequently, the office has now been presented in the line item Assets held for sale on the face of the balance

sheet. The Company expects to complete the sale of its office in the second quarter of 2026.


		2025	2024
13. Debtors		$m	$m

	Amounts falling due within one year:
	Trade debtors	257	190
	Amounts owed by group undertakings	263	164
	Amounts owed by group undertakings in respect of corporation taxation group relief	—	14
	Prepayments and accrued income	53	51
	Deferred contract cost	17	16
	VAT receivable	—	6
	Derivative financial instruments	4	2
	Other debtors	3	3
		597	446


	Amounts falling due after more than one year:
	Trade debtors	29	7
	Prepayments and accrued income	1	1

		30	8

	Total	627	454

The amounts owed by group undertakings at 31 December 2025 included loans totalling $227 million (2024:

$150 million) subject to interest of USD 1 month LIBOR. The remaining amounts represent non-interest

bearing balances. All balances are unsecured and repayable on demand.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)


		2025	2024
14. Creditors: amounts falling due within one year		$m	$m

	Trade creditors	40	38
	Amounts owed to group undertakings	44	15
	Amounts owed to associate undertakings	1	—
	Accruals and deferred income	121	141
	Income taxes and social security	72	10
	VAT payable	4	8
	Derivative financial instruments	1	3
	Other creditors	7	7
		290	222

All balances due to group undertakings are unsecured, non-interest bearing and repayable on demand.

Included in other creditors is a lease liability amounting to $2 million (2024: $1 million) relating to

properties in Dubai, Glasgow and Reading. These leases are due to expire on 10 July 2028, 22 August 2032

and 25 June 2028, respectively.


		2025	2024
15. Fiduciary liabilities: amounts falling due within one year		$m	$m

	Fiduciary trade creditors	870	884
		870	884


		2025	2024 (restated)
16. Creditors: amounts falling due after more than one year		$m	$m

	Deferred tax liability	63	64
	Accruals and deferred income	3	4
		66	68

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)


		Post placement services	Claims and lawsuits	Total
17. Provisions for liabilities		$m	$m	$m

	1 January 2025
	Current	9	1	10
	Non-current	7	7	14
	Total	16	8	24

	Charged to profit or loss account	—	2	2
	Utilised in the year	—	(2)	(2)
	Foreign exchange loss	1	—	1
	31 December 2025	17	8	25

	Analysed as:
	Current	10	1	11
	Non-current	7	7	14
	Total	17	8	25

Post placement services provision

The provision comprises an estimate of the future liabilities that arise from the placement of policies in this

year and from previous years. The provision is based upon three key assumptions:

• the length of time the Company typically take to provide post placement services;

• the number of claims we are likely to process in that time; and

• the average cost per claim.

The Company seeks to limit its exposure to such liabilities through the use of appropriately worded ‘Terms

of Business Agreements’ with clients.

Claims and lawsuits provision (including errors and omissions provisions)

The provision represents management’s assessment of liabilities that may arise from asserted and

unasserted claims for alleged errors and omissions that arise in the ordinary course of the Company’s

business. There is significant uncertainty over the timing of settlement for the provision due to the nature of

the asserted and unasserted claims. Where some of the potential liability is recoverable under the

Company’s insurance arrangements, the full assessment of the liability is included in the provision with the

associated insurance recovery shown within amounts receivable from group undertakings. Insurance

recoveries recognised at 31 December 2025 amounted to $1 million (31 December 2024: $1 million).


		2025	2024
18. Share capital and reserves		$m	$m

	Allotted, called up and fully paid
	105,000,000 (2024: 105,000,000) ordinary shares of £1 each	153	153

The Company has one class of ordinary share, which carries no right to fixed income.

The Company’s other reserves comprise:

• Retained earnings which represents cumulative profits or losses, net of dividends paid, share

based payments and other comprehensive income adjustments.

• Cash flow hedging reserve, which comprises unrealised foreign exchange gains and losses on

open forward contracts.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

19. Pensions

Defined Benefit Scheme

The Company operates a defined benefit pension scheme in the UK on behalf of its employees and

employees working for or seconded to other subsidiary companies of Willis Towers Watson plc. The

scheme is administered by a separate fund that is legally separated from the Company. The trustees of the

pension fund are required by law to act in the interest of the fund and of all relevant stakeholders in the

plans. The trustees of the pension fund are responsible for the investment policy with regard to the assets of

the fund.

Under the scheme, the employees are entitled to post-retirement benefits payable monthly for life. The

pension is payable from retirement age and determined using a formula based on pensionable salary and

pensionable service (both of which are subject to a cap) in the Scheme. The pension increases in payment

each year. A spouse’s pension is also payable to eligible dependants following the death of the member.

The defined benefit scheme requires contributions from employees. Contributions are in the following two

forms; one is based on the number of years of service and the other one is based on a fixed percentage of

salary of the employees. Employees can also make discretionary contributions. The scheme was closed to

new entrants on 1 January 2006.

Defined benefit pension schemes typically expose companies to actuarial risks such as: investment risk,

interest rate risk, longevity risk and salary risk.


Investment Risk	The present value of the defined benefit scheme liability is calculated using a discount rate determined by reference to high quality corporate bond yields; if the return on scheme asset is below this rate, it will create a scheme deficit. The scheme’s investments are shown in the Fair value hierarchy section, below. Due to the long-term nature of the scheme liabilities, the trustees of the pension fund consider it appropriate that a reasonable portion of the scheme assets should be invested in debt securities to match the scheme’s liabilities.
Interest Risk	A decrease in the bond interest rate will increase the scheme liability but this will be partially offset by an increase in the return on the scheme’s debt investments.
Longevity Risk	The present value of the defined benefit scheme liability is calculated by reference to the best estimate of the mortality of scheme participants both during and after their employment. An increase in the life expectancy of the scheme participants will increase the scheme’s liability.
Salary Risk	The present value of the defined benefit scheme liability is calculated by reference to the future salaries of scheme participants. As such, an increase in the pensionable salary of the scheme participants will increase the scheme’s liability subject to the pensionable salary cap.

In July 2024, the Court of Appeal confirmed an earlier ruling by the High Court in the Virgin Media Limited

vs NTL Pension Trustees II Limited case that considered considered the implications of section 37 of the

Pension Schemes Act 1993. Section 37 of the Pension Schemes Act 1993 allowed the rules of contracted-out

schemes in respect to benefits, to be altered where certain requirements were met. If amendments were made

to a pension scheme's rules between 1997 and 2016 and those amendments were not accompanied by a

“Section 37” confirmation from the Scheme Actuary, those amendments may be invalid and void.

In June 2025, the UK Government announced that it will introduce legislation to allow schemes to

retrospectively obtain actuarial confirmation of historical benefit changes, if necessary. No allowance has

been made for any potential impact from the Virgin Media case within the disclosures.

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

19. Pensions (continued)

Defined Benefit Scheme (continued)

A full actuarial valuation was carried out at 31 December 2025 by a qualified independent actuary. The

major assumptions used for the actuarial valuation were:


	2025	2024
	%	%
Rate of increase in pensions in payment (LPI 5%)	2.8	3.1
Rate of increase in pensions in payment (LPI 2.5%)(i)	1.9	2.1
Discount rate PBO	5.6	5.6
Discount rate service cost	5.6	5.6
Discount rate interest cost on PBO	5.6	5.6
Discount rate interest rate on service cost	5.6	5.6
Inflation assumption (RPI)	2.9	3.2
Inflation assumption (CPI)	2.5	2.7
Mortality (ii)	86%/83% S2NA for males/ females, CM 1.5% long- term improvement	86%/83% S2NA for males/ females, CM 1.5% long- term improvement

(i) Based on CPI inflation

(ii) S2NA and S1NA represent mortality tables; CMI represents assumed improvement in mortality

Single equivalent rates are shown – in practice, full yield curves are used to calculate the Defined Benefit

Obligation.


Analysis of the amount charged to operating profit	2025	2024
	$m	$m

Current service cost	6	6
Administration costs and taxes	5	3
Total operating charges	11	9

A High Court judgment on 26 October 2018 ruled that schemes had a legal obligation to pay benefits

allowing for GMP equalisation. On 20 November 2020, the High Court ruled that individual transfer

payments made since 17 May 1990 would also need to be equalised for the effects of GMP. An estimated

allowance for the impact of both judgments is included in the defined benefit obligation.


Analysis of the amount credited to interest receivable and similar income	2025	2024
	$m	$m

Interest income on pension scheme assets	(113)	(104)
Interest cost on pension scheme liabilities	98	86
Net interest on the net defined benefit pension scheme asset	(15)	(18)

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

19. Pensions (continued)


Analysis of the amount recognised in other comprehensive income (before deferred tax):	2025	2024
	$m	$m

Return on pension scheme assets (excluding interest income)	(58)	(269)
Actuarial experience losses and gains arising on the scheme liabilities	(2)	4
Changes in actuarial demographic assumptions underlying the present value of the scheme liabilities	1	10
Changes in actuarial financial assumptions underlying the present value of the scheme liabilities	13	191
	(46)	(64)


Analysis of amounts included in the balance sheet:	2025	2024 (restated)
	$m	$m

Fair value of scheme assets	2,071	1,964
Present value of scheme liabilities	(1,802)	(1,678)
Surplus	269	286


Movements in fair value of scheme assets during the year:	2025	2024
	$m	$m

At 1 January	1,964	2,263
Interest income on assets	113	104
Contributions from the Company	2	2
Benefits paid	(98)	(94)
Return on assets excluding amounts included in net interest	(58)	(269)
Exchange adjustments	148	(42)
At 31 December	2,071	1,964


Movements in present value of scheme liabilities during the year:	2025	2024
	$m	$m

At 1 January (as reported)	1,678	1,879
Restatement	—	38
At 1 January (as restated)	1,678	1,917
Current service cost	6	6
Interest cost	98	86
Benefits paid	(98)	(94)
Administration costs and taxes	5	3
Actuarial gain	(12)	(205)
Exchange adjustments	125	(35)
At 31 December	1,802	1,678

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

19. Pensions (continued)

During 2024, the Trustee of the Willis Pension Scheme became aware of an issue relating to how and when

certain members’ benefits have been equalised. As a result, during 2025 the Company became aware that

the pension liabilities had been understated since 1992. Consequently, the Company has restated retained

earnings at 1 January 2024 by:

• making an allowance of $38 million for the estimated impact of the benefit rectification,

increasing the present value of the scheme liabilities accordingly; and

• reducing the related deferred tax asset by $10 million.

Overall, these changes reduced retained earnings and total equity previously reported at 1 January 2024 by

$28 million.

The Defined Benefit Obligation (“DBO”) includes benefits for current employees, former employees and

current pensioners. Broadly, about 10% of the DBO is attributable to current employees, 30% to former

employees and 60% to current pensioners. The duration of the Scheme’s liabilities at 31 December 2025 is

approximately 12.0 years (2024: 12.5 years).


Analysis of scheme assets and expected return:	Fair value of assets
	2025	2024
	$m	$m
Equity instruments	—	32
Debt instruments	1,668	1,162
Other	403	770
	2,071	1,964

The actual return on scheme assets for the year ended 31 December 2025 was a gain of $55 million (2024:

loss of $165 million).

Fair value hierarchy

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value:

• Level 1: refers to fair values determined based on quoted market prices in active markets for

identical assets;

• Level 2: refers to fair value estimated using observable market based inputs or unobservable

inputs that are corroborated by market data; and

• Level 3: includes fair values estimated using unobservable inputs that are not corroborated by

market data.

The following table presents, at 31 December 2025, for each of the fair value hierarchy levels, the

Company’s UK pension plan assets that are measured at fair value on a recurring basis:


	Fair value of plan assets as at 31 December 2025
	Level 1	Level 2	Level 3	Total
	$m	$m	$m	$m

Fixed income securities:
UK Government bonds	1,381	—	—	1,381
UK corporate bonds	287	—	—	287
Pooled investment vehicles	—	622	324	946
Repurchase agreements	—	(582)	—	(582)
Derivatives	—	(2)	—	(2)
Cash and cash equivalents	34	—	—	34
Other	7	—	—	7
	1,709	38	324	2,071

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

19. Pensions (continued)

Fair value hierarchy (continued)

The latest funding valuation of the Scheme was performed at 31 December 2022. Based on the preliminary

results of this valuation, a revised Schedule of Contributions was agreed in July 2023. Following completion

of the valuation in March 2024, an updated Schedule of Contributions was agreed from that date. Under

these Schedules of Contributions, no further Company contributions are payable to the Scheme from July

2023, other than those paid on behalf of the Scheme members via the Salary Sacrifice arrangement.

With all other assumptions held constant, as at 31 December 2025:

• a 0.25% increase in the discount rate would decrease plan liabilities by approximately £39

million ($52 million);

• a 0.25% increase in the inflation assumption would increase plan liabilities by approximately £13

million ($17 million); and

• a 1 year increase in the mortality assumption would increase plan liabilities by approximately

£40 million ($54 million).

As the above sensitivity analysis held all other assumptions constant, the results are not necessarily

indicative of those that would occur given the interdependence of assumptions in practice.

Defined Contribution Scheme - LifeSight Master Trust

The Company is the participating employer of a multi-employer defined contribution scheme. Defined

contributions paid by the Company in the year amounted to $19 million (2024: $16 million).

20. Forward sale of currency

The Company earns revenue in a number of different currencies, principally US Dollars, Pound Sterling

and Euros, but incurs expenses almost entirely in Pounds Sterling.

The Company hedges the risk as follows:

• To the extent that forecast Pound Sterling expenses exceed Pound Sterling revenues, the

Company limits its exposure to this exchange rate risk by the use of forward contracts matched

by specific, clearly identified cash outflows arising in the ordinary course of business; and

• The UK operations of WTW also earn significant revenues in Euros. The exposure to changes in

the exchange rate between the US Dollar and these currencies is limited by the use of forward

and option contracts matched to a percentage of forecast cash inflows in specific currencies and

periods.

The Company participates in WTW’s risk management activities in relation to foreign exchange risk.

Market values for our derivative instruments have been used to determine the fair values of forward and

option foreign exchange contracts based on estimated amounts the Company would receive or have to pay

to terminate the agreements, taking into account observable information about the current foreign currency

forward rates.

At 31 December 2025 the Company has entered into forward and option contracts for the purchase/sale of

foreign currencies, either direct or via the back-to-back relationship described above. The total fair value of

the forward and option contract assets were $4 million and of the liabilities were $1 million (2024: assets

$2 million and liabilities $3 million respectively).

These forward and option contracts are summarised below:


Contracts maturing:	Purchase GBP Million/Rate to USD		Sale EUR Million/Rate to USD

1 January 2026 to 31 December 2026	70.5/	1.293	21.8/	1.142
1 January 2027 to 31 December 2027	29.0/	1.334	9.0/	1.190

WILLIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

21. Directors' Interest in Contracts

The Company and other insurance broking subsidiary undertakings of Willis Towers Watson plc place risks

with syndicates in which the Directors or connected persons (as defined in Section 252 of the Companies

Act 2006) participate in the normal course of their broking activities on the same basis as they do with other

Lloyd’s syndicates.

22. Share-based payments

Share-based plans

On 31 December 2025, Willis Towers Watson plc, the ultimate parent company of Willis Limited, had a

number of open share-based compensation plans, which provide for the grant of time-based and

performance-based options, time-based and performance-based restricted stock units (RSUs) and various

other share-based grants to employees of Willis Limited. The objectives of these plans include attracting and

retaining the best personnel, motivating management personnel by means of growth-related incentives to

achieve long-range goals and providing employees with the opportunity to increase their share ownership in

Willis Limited. All of WTW’s share-based compensation plans under which any options, restricted stock

units or other share-based grants are outstanding as of 31 December 2025 are described below. The

Company recognised total expenses in 2025 of $12 million gross of tax (2024: $11 million gross of tax)

related to equity-settled share-based payment transactions to employees.

2012 Equity Incentive Plan

This plan, established on 25 April 2012 and amended and restated on 10 June 2016, provides for the

granting of incentive stock options, time-based or performance-based non-statutory stock options, share

appreciation rights, restricted shares, time-based or performance-based RSUs, performance-based awards

and other share-based grants or any combination thereof to employees, officers, non-employee directors and

consultants of the Company (‘2012 Plan’). The WTW Board of Directors also adopted a sub-plan under the

2012 Plan to provide an employee sharesave scheme in the UK. There were approximately 4 million shares

remaining available for grant under this plan as of 31 December 2025. The 2012 Plan shall continue in effect

until terminated by the WTW board of directors, except that no incentive stock option may be granted under

the 2012 Plan after 21 April 2026 or after its expiration. That termination will not affect the validity of any

grants outstanding at that date.

Valuation Assumptions

The grant date fair value of each time-based RSU is equal to the grant date stock price. Expected volatility is

based on the historical volatility of the Company's shares. A historical correlation coefficient was calculated

based on daily share price changes between WTW and the constituents in the peer group. The risk-free

interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. Since the award

payout includes dividend equivalents and total shareholder return includes the value of reinvested dividends,

no dividend assumption is required for the valuation.