Company registration number 14002276 (England and Wales)
WILLIS AVIATION SERVICES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
WILLIS AVIATION SERVICES LIMITED
COMPANY INFORMATION
Directors
Mr G A Failler
(Appointed 24 June 2025)
Ms C Vandedrinck
(Appointed 30 January 2025)
Mr M Pemberton
(Appointed 24 June 2025)
Mr M A Gallinaro
(Appointed 16 June 2026)
Company number
14002276
Registered office
Hangar 2 Teesside International Airport
Darlington
United Kingdom
DL2 1NJ
Auditor
Azets Audit Services
Wynyard Park House
Wynyard Avenue
Wynyard
United Kingdom
TS22 5TB
WILLIS AVIATION SERVICES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Income statement
8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
WILLIS AVIATION SERVICES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Willis Aviation Services Limited was incorporated in April 2022. The company is a wholly owned subsidiary of Willis Lease Finance Corporation, a company registered in Delaware that is listed with the USA Securities and Exchange Commission.

The company was incorporated as a result of the expansion of the Willis Group’s operation at Teesside International Airport, UK. In May 2022 the Company took over the running of the Jet Centre and in July 2022 commenced Ground Handling operations at the airport. Since then, the company has began base maintenance works whilst also carrying out aircraft disassembly.

The Company is funded wholly by WLFC with Willis Aviation Services Limited seen as a long term strategic investment to offer the aviation industry a full range of products and services from the Willis group of companies.

Review of the business
WILLIS AVIATION SERVICES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

There are three principal risks to highlight for the business.

The first is the short-term visibility of the order pipeline. The business has a healthy business development funnel underpinned by a strong market back-drop. This is as a result of a shortage in hangar maintenance capacity across the UK and Europe in the northern winter season. Despite the healthy back-drop though, customers generally do not commit to a winter season until a few months before and often on shorter timescales for summer work. Having a diverse portfolio of income, coupled with a customer base spread across airlines and leasing companies helps to mitigate the risk.

The second key risk is ensuring the business has the right quantity and quality of key technical personnel to carry out the maintenance activities. This is particularly relevant in an organisation that is still quite young. To mitigate this, the business has developed a multi-faceted recruitment and training plan which includes using excellent contract resources during peak periods.

Finally, the principal financial risk revolves around foreign exchange. The company’s revenues are generally a mix of USD, EUR and GBP but the results are reported in US Dollars. No foreign exchange hedging has been implemented to date but the Directors and Management review this continuously.

On behalf of the board

.............................................
Mr M Pemberton
Director
Date: .............................................
WILLIS AVIATION SERVICES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activities of the company are the provision of Aircraft Base Maintenance and Aircraft Dissassembly alongside the operation of a Fixed Based Operation (FBO) Jet Centre and Ground Handling support at Teesside International Airport (UK).

Directors

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

Mr D M Poulakidas
(Resigned 12 June 2025)
Mr B R Hole
(Resigned 24 June 2025)
Mr G A Failler
(Appointed 24 June 2025)
Mr A C Willis
(Resigned 16 June 2026)
Ms C Vandedrinck
(Appointed 30 January 2025)
Mr M Pemberton
(Appointed 24 June 2025)
Mr M A Gallinaro
(Appointed 16 June 2026)
Future developments

The strategy and future developments in the business are set out in the Strategic Report.

Auditor

Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

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

On behalf of the board
Mr M Pemberton
Director
7 August 2026
WILLIS AVIATION SERVICES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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). 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; 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.

WILLIS AVIATION SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF WILLIS AVIATION SERVICES LIMITED
- 5 -
Opinion

We have audited the financial statements of Willis Aviation Services Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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.

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.

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport 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.

WILLIS AVIATION SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF WILLIS AVIATION SERVICES LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

WILLIS AVIATION SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF WILLIS AVIATION SERVICES LIMITED (CONTINUED)
- 7 -

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Graham Fitzgerald BA FCA DChA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Wynyard Park House
Wynyard Avenue
Wynyard
TS22 5TB
7 August 2026
WILLIS AVIATION SERVICES LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
$
$
Revenue
3
11,813,605
7,044,494
Cost of sales
(15,348,842)
(9,044,107)
Gross loss
(3,535,237)
(1,999,613)
Administrative expenses
(5,859,416)
(5,877,279)
Other operating income
250,130
88,702
Loss before taxation
(9,144,523)
(7,788,190)
Tax on loss
7
(480,015)
(116,129)
Loss for the financial year
(9,624,538)
(7,904,319)

The income statement has been prepared on the basis that all operations are continuing operations, and has been presented in US Dollars.

WILLIS AVIATION SERVICES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
$
$
Loss for the year
(9,624,538)
(7,904,319)
Other comprehensive income
-
-
Total comprehensive income for the year
(9,624,538)
(7,904,319)
WILLIS AVIATION SERVICES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
$
$
$
$
Non-current assets
Property, plant and equipment
9
39,410,604
7,262,140
Current assets
Inventories
10
351,072
123,513
Trade and other receivables
11
6,712,808
3,011,072
Cash and cash equivalents
3,365,854
2,060,710
10,429,734
5,195,295
Current liabilities
12
(62,433,016)
(15,876,782)
Net current liabilities
(52,003,282)
(10,681,487)
Total assets less current liabilities
(12,592,678)
(3,419,347)
Provisions for liabilities
Deferred tax liability
13
878,398
427,191
(878,398)
(427,191)
Net liabilities
(13,471,076)
(3,846,538)
Equity
Called up share capital
16
1
1
Capital contribution reserve
10,000,000
10,000,000
Retained earnings
(23,471,077)
(13,846,539)
Total equity
(13,471,076)
(3,846,538)
The financial statements were approved by the board of directors and authorised for issue on 7 August 2026 and are signed on its behalf by:
Mr M Pemberton
Director
Company Registration No. 14002276
WILLIS AVIATION SERVICES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Capital contribution reserve
Retained earnings
Total
$
$
$
$
Balance at 1 January 2024
1
10,000,000
(5,942,220)
4,057,781
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(7,904,319)
(7,904,319)
Balance at 31 December 2024
1
10,000,000
(13,846,539)
(3,846,538)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(9,624,538)
(9,624,538)
Balance at 31 December 2025
1
10,000,000
(23,471,077)
(13,471,076)
WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

Willis Aviation Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hangar 2 Teesside International Airport, Darlington, United Kingdom, DL2 1NJ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US Dollars which is the presentional currency of the company. The functional currency of the company is GBP. Monetary a mounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention, the principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Willis Lease Finance Corporation, which is an overseas company incorporated in the United States of America. The consolidated financial statements are available from the office of its UK establishment: Aviation House, Brocastle Avenue, Waterton Industrial Estate, Bridgend, UK, CF31 3XR.

WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered the facilities that are in place at the date of signing the report.

For the year ended 31 December 2025 the company had net liabilities of $12.9m (2024: net liabilities of $3.8m). This is as a result of start-up investment costs and initial operating losses. The business is expected to make operating losses over the next 12 months.

In January 2026, post year end, WLFC waived an inter-company loan to it from WASL for $56.4m and converted that debt into equity, materially strengthening the balance sheet of the organisation and demonstrating the long term commitment WLFC have to development and growth of the WASL business.

The company remains dependent upon the support of its parent. The directors have obtained confirmation from Willis Lease Finance Corporation, that it is their intention to provide support to the company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.

A t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

- Ground handling

- Jet centre

- Dissassembly

- Aircraft maintenance

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
250 years
Leasehold improvements
5 - 40 years
Plant and equipment
3 - 10 years
Fixtures and fittings
3 - 7 years
Computers
1- 5 years
Motor vehicles
5 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

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

WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.14
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue from contracts

The estimates and associated assumptions used to determine contract provisions are based on knowledge of individual projects and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed continuously.

3
Revenue
2025
2024
$
$
Revenue analysed by class of business
Ground handling
703,152
1,221,337
Jet centre
2,152,822
2,047,826
Dissassembly
839,391
-
Aircraft maintenance
8,118,240
3,775,331
11,813,605
7,044,494
2025
2024
$
$
Revenue analysed by geographical market
United Kingdom
8,900,425
4,407,414
North Amercia
931,366
462,155
Europe
1,951,242
1,729,600
Asia
30,572
445,325
11,813,605
7,044,494
2025
2024
$
$
Other revenue
Grants received
250,130
88,702
WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
$
$
Exchange gains
(161,858)
(64,477)
Government grants
(250,130)
(88,702)
Fees payable to the company's auditor for the audit of the company's financial statements
19,500
38,608
Depreciation of owned property, plant and equipment
810,332
523,455
Impairment of owned property, plant and equipment
-
0
383,817
Loss on disposal of intangible assets
356
-
Operating lease charges
552,697
524,868
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Management, admin & support
18
11
Operations
121
89
Total
139
100

Their aggregate remuneration comprised:

2025
2024
$
$
Wages and salaries
12,580,100
8,321,714
Pension costs
292,346
184,826
12,872,446
8,506,540
6
Directors' remuneration
2025
2024
$
$
Remuneration for qualifying services
64,413
-
0
Company pension contributions to defined contribution schemes
5,153
-
69,566
-
0
WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
7
Taxation
2025
2024
$
$
Deferred tax
Origination and reversal of timing differences
373,613
129,943
Adjustment in respect of prior periods
106,402
(13,814)
Total deferred tax
480,015
116,129

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
$
$
Loss before taxation
(9,144,523)
(7,788,190)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(2,286,131)
(1,947,048)
Tax effect of expenses that are not deductible in determining taxable profit
175,187
125,970
Unutilised tax losses carried forward
2,484,557
1,436,907
Adjustments in respect of prior years
106,402
(13,814)
Group relief
-
0
514,114
Taxation charge for the year
480,015
116,129
8
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
$
$
In respect of:
Property, plant and equipment
9
-
0
383,817
Recognised in:
Administrative expenses
-
383,817
WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
9
Property, plant and equipment
Leasehold land and buildings
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
$
$
$
$
$
$
$
$
Cost
At 1 January 2025
-
0
475,276
2,977,205
4,253,316
181,298
607,434
81,273
8,575,802
Additions
13,793,279
-
0
18,344,917
365,549
2,641
49,114
20,115
32,575,615
Transfers
-
0
18,127,514
(21,245,809)
2,337,126
441,145
340,024
-
0
-
0
Adjustment to opening balances
-
0
(3,042)
-
0
120,411
11,209
32,345
-
0
160,923
At 31 December 2025
13,793,279
18,599,748
76,313
7,076,402
636,293
1,028,917
101,388
41,312,340
Depreciation and impairment
At 1 January 2025
-
0
106,629
383,817
683,072
46,351
61,501
32,292
1,313,662
Depreciation charged in the year
9,196
157,073
-
0
495,521
38,599
90,705
19,238
810,332
Transfers
-
0
-
0
(383,817)
-
0
-
0
-
0
-
0
(383,817)
Adjustment to opening balances
-
0
276
-
0
120,689
8,247
32,347
-
0
161,559
At 31 December 2025
9,196
263,978
-
0
1,299,282
93,197
184,553
51,530
1,901,736
Carrying amount
At 31 December 2025
13,784,083
18,335,770
76,313
5,777,120
543,096
844,364
49,858
39,410,604
At 31 December 2024
-
0
368,647
2,593,388
3,570,244
134,947
545,933
48,981
7,262,140
WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Property, plant and equipment
(Continued)
- 21 -

More information on impairment movements in the prior year is given in note 8.

10
Inventories
2025
2024
$
$
Finished goods and goods for resale
351,072
123,513
11
Trade and other receivables
2025
2024
Amounts falling due within one year:
$
$
Trade receivables
1,761,557
1,710,972
Gross amounts owed by contract customers
660,652
632,068
Amounts owed by group undertakings
503,004
-
0
Other receivables
3,579,425
532,028
Prepayments and accrued income
190,202
89,228
6,694,840
2,964,296
Deferred tax asset (note 13)
17,968
46,776
6,712,808
3,011,072
12
Current liabilities
2025
2024
Notes
$
$
Trade payables
1,764,462
588,728
Amounts owed to group undertakings
56,625,901
13,312,797
Taxation and social security
315,972
218,462
Deferred income
14
2,902,913
441,581
Other payables
194,881
107,729
Accruals and deferred income
628,887
1,207,485
62,433,016
15,876,782
WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
13
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
$
$
$
$
Accelerated capital allowances
878,397
427,191
-
-
Short term timing differences - trading
-
-
17,968
46,776
Rounding
1
-
-
-
878,398
427,191
17,968
46,776
2025
Movements in the year:
$
Liability at 1 January 2025
380,415
Charge to profit or loss
480,015
Liability at 31 December 2025
860,430

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

14
Deferred income
2025
2024
$
$
Arising from government grants
1,456,677
-
Other deferred income
1,446,236
441,581
2,902,913
441,581
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
292,346
184,826

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary of $1 each
1
1
1
1
17
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
$
$
Within one year
745,499
395,647
Between two and five years
2,712,006
1,536,144
In over five years
11,567,233
145,105
15,024,738
2,076,896
Included in the above are lease payments for the Teesside Hangar which Willis Aviation Services Limited
operate out of. The contractual obligation lies with sister company Willis Engine Repair Centre Limited - but the costs are recharged to Willis Aviation Services Limited under a sub-lease arrangement.
2025
2024
$
$
Within one year
404,765
375,626
Between two and five years
1,349,068
1,502,503
In over five years
-
145,105
1,753,833
2,023,234
18
Events after the reporting date

On 7 January 2026 $56,469,501 of an intercompany loan due to the parent company was transferred to equity as a capital contribution.

19
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
$
$
Acquisition of property, plant and equipment
125,251
924,133
WILLIS AVIATION SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
20
Ultimate controlling party

The parent company and ultimate controlling party is considered to be Willis Lease Finance Corporation, 4700 Lyons Technology Parkway, Coconut Creek, Florida 33073, USA who own 100% of the shares in the company.

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