Company registration number 14295009 (England and Wales)
WILLIS SUSTAINABLE FUELS (UK) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
WILLIS SUSTAINABLE FUELS (UK) LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 6
WILLIS SUSTAINABLE FUELS (UK) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
$
$
$
$
Current assets
Trade and other receivables
4
637,367
539,760
Cash and cash equivalents
2,218,655
76,064
2,856,022
615,824
Current liabilities
5
(17,097,148)
(2,767,674)
Net current liabilities
(14,241,126)
(2,151,850)
Equity
Called up share capital
6
1
1
Retained earnings
(14,241,127)
(2,151,851)
Total equity
(14,241,126)
(2,151,850)

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 19 August 2026 and are signed on its behalf by:
Mr M Pemberton
Director
Company registration number 14295009 (England and Wales)
WILLIS SUSTAINABLE FUELS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Willis Sustainable Fuels (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hangar 2, Teesside International Airport, Darlington, Durham, 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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in US Dollars, which is the presentational currency of the company. The functional currency of the company is GBP. Monetary amounts 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. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

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: Hanger 2, Teesside International Airport, Darlington, Durham, DL2 1NJ.

1.2
Going concern

In December 2025, WLFC (Willis Lease Finance Corporation) carried out a review of the WSFL business and made the decision to cease its investment in the initiative. In January 2026, WLFC decided to pursue strategic alternatives for WSFL, including potentially selling the business to an interested party who can take the project forward to its next stage of development.   As of August 2026, the sale process has not concluded.   Whilst a sale of the business remains a possibility, with WLFC no longer taking the project forward, it is also possible that the business will close with the entity no longer operating as a going concern.  Post 2025 year-end, WLFC converted its inter-company loans of $14,295,888 into equity leaving minor amounts of working capital remaining in the balance sheet.   The directors do not see a risk to these values being realised should the business close. The financial statements have therefore not been prepared on a going concern basis.true

1.3
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.

WILLIS SUSTAINABLE FUELS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.4
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 payments 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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.5
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.

1.6
Taxation

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

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.

WILLIS SUSTAINABLE FUELS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
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.

1.7
Government grants

Government grants are recognised at the fair value of the asset received 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.

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.

3
Employees

There were no individuals employed through this entity.

4
Trade and other receivables
2025
2024
Amounts falling due within one year:
$
$
Other receivables
637,367
539,760
WILLIS SUSTAINABLE FUELS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
5
Current liabilities
2025
2024
$
$
Trade payables
2,354,010
501,145
Amounts owed to group undertakings
14,369,723
2,061,791
Other payables
373,415
204,738
17,097,148
2,767,674

Amounts owed to group undertakings are unsecured, interest free and have no fixed terms for repayment.

6
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary of $1 each
1
1
1
1

 

7
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 to the financial statements, which explains that the directors are undertaking a process to realise value from the company's assets, including pursuing a potential sale of the business. As this process has not yet concluded and liquidation remains a possible outcome, the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
Graham Fitzgerald BA FCA DChA
Statutory Auditor:
Azets Audit Services
Date of audit report:
19 August 2026
WILLIS SUSTAINABLE FUELS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
8
Events after the reporting date

On 18 May 2026 $14,295,890 of an intercompany loan due to the parent company was transferred to equity as a capital contribution. The share capital issued was 2 ordinary shares of $1 each with a share premium of $14,295,888.

9
Parent company

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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