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REGISTERED NUMBER: 11053932 (England and Wales)



















GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

FOR

RAIL OP HOLDINGS LIMITED

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021




Page

Company Information 1

Group Strategic Report 2

Report of the Director 3

Report of the Independent Auditors 4

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


RAIL OP HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2021







DIRECTOR: M A Gilbert


REGISTERED OFFICE: Dickens House
Guithavon Street
Witham
Essex
CM8 1BJ


REGISTERED NUMBER: 11053932 (England and Wales)


SENIOR STATUTORY AUDITOR: Steven Collins


AUDITORS: Baverstocks Limited
Statutory Auditor
Chartered Certified Accountants
Dickens House
Guithavon Street
Witham
Essex
CM8 1BJ


BANKERS: HSBC Bank PLC
Midland House
26 North Station Road
COLCHESTER
Essex
CO1 1SY

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The director presents his strategic report of the company and the group for the year ended 31 December 2021.

REVIEW OF BUSINESS
The Directors are satisfied with the state of affairs of the Group as reflected in the balance sheet.

The Group's principal activities are primarily the provision of electrification services to the rail industry, together with on track plant hire, highly skilled safety critical support staff and all grades of Civils staff.

The Group had no cease in operations in 2021 because of the COVID pandemic and there was minimal impact financially. The UK economy was again affected by uncertainty due to Brexit, COVID, and now the war in Ukraine, but we still expect the government to prioritise funding to Network Rail so it can achieve its zero-carbon emission strategy by the 2050 target.

Despite these extraordinary circumstances the Group has still been able to post strong operating profits of £2.9m for the year, contributing to a 25.87% increase in shareholders' funds at the balance sheet date. This has been achieved by the Group securing work in its familiar core markets and concentrating on opportunities for repeat business. Low turnover of our highly skilled personnel has been key to our success. Retention and training of excellent, highly qualified staff is essential to the business. A high percentage of our personnel have been with us for over 5 years.

The key financial and other performance indicators during the year are as follows:

2021 2020
£   's £   's %

Turnover £11,388 £11,528 -1.21%
Operating Profit £2,969 £2,585 +14.85%
Profit after Tax £2,398 £2,040 +17.55%
Equity Shareholders' Funds £9,356 £7,433 +25.87%
Current Assets as % of Current
Liabilities

850%

570%

+49.12%

PRINCIPAL RISKS AND UNCERTAINTIES
The Group has a satisfactory level of workload and has demonstrated a good level of ability with all its key customers. The Group's strategy is directed at reducing risk and building a sustainable and profitable business with predictable income streams and increasing margins. The Directors believe that the Group's reputation and experience will enable it to secure a substantial volume of repeat business and gain selection for major projects.

Credit risk is minimised by dealing only with reputable and established businesses and establishing good communication from the outset, so any credit issues are dealt with promptly.

Overhead budgets continue to be monitored closely by the Directors together with ensuring that sufficient liquidity is available to meet foreseeable needs.

Staffing resources have been established to allow for continued growth and staff training is continually ongoing to maintain a highly multi-skilled workforce.

A healthy and safe working environment for the Group's staff and contractors is an essential part of its risk management strategy. The Group is continually reviewing and investing to ensure that risks in this area are minimised and controlled.

ON BEHALF OF THE BOARD:





M A Gilbert - Director


17 August 2022

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 DECEMBER 2021

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2021.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2021 will be £ 475,000 .

DIRECTOR
M A Gilbert held office during the whole of the period from 1 January 2021 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Baverstocks Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M A Gilbert - Director


17 August 2022

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RAIL OP HOLDINGS LIMITED

Opinion
We have audited the financial statements of Rail Op Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2021 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 group's and of the parent company affairs as at 31 December 2021 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify 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 the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RAIL OP HOLDINGS LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RAIL OP HOLDINGS LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to assessing the risks of material misstatement due to fraud and noncompliance with laws and regulations was as follows:-

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to compliance with the Companies Act 2006, Financial Reporting Standard 102, relevant tax legislation, the Railway Industry Supplier Qualification Scheme (RISQS) and the Fleet Operator Recognition Scheme (FORS).

We assessed the risks of material misstatements in respect of fraud and determined that the principal risks were related to posting of journal entries to manipulate the results for the financial year. We made enquiries of management during the audit to determine any instances of fraud, while also discussing the areas of risk in relation to audit as part of our audit team meeting.

Based upon the results of our risk assessment we designed our audit procedures to identify noncompliance with such laws and regulations identified above and also material misstatements in respect of fraud as follows:-

- We obtained an understanding of the legal and regulatory framework in relation to the entity and how it
complies with this framework. This included discussions with management, reviews of legal and professional
fees and a review of the results of audits conducted by RISQS and FORS.

-
We discussed with the management the entity's policies and procedures including systems and controls.
Compliance with these was tested via discussion and walkthrough testing of controls.

-
We enquired of management of their policies and procedures in relation to fraud and their knowledge of any
actual, suspected, or alleged fraud.

-
We ensured compliance with Pay as You Earn and Value Added Tax laws via reviewing returns and
correspondence.
- We reviewed the recent results of audits with RISQS to ensure ongoing compliance.


-
We considered the risk of fraud through management override, and, in response, we incorporated testing of
manual journal entries into our audit approach. This included the testing of journal entries throughout the year
as well as year end journals.
- We agreed the financial statement disclosures to underlying supporting documentation.
- We enquired of management if there were any potential litigation or claims.

Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RAIL OP HOLDINGS LIMITED


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 a Report of the Auditors 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.




Steven Collins (Senior Statutory Auditor)
for and on behalf of Baverstocks Limited
Statutory Auditor
Chartered Certified Accountants
Dickens House
Guithavon Street
Witham
Essex
CM8 1BJ

23 August 2022

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021

2021 2020
Notes £    £   

TURNOVER 3 11,388,003 11,527,872

Cost of sales 7,404,826 7,546,544
GROSS PROFIT 3,983,177 3,981,328

Administrative expenses 1,014,609 1,420,712
2,968,568 2,560,616

Other operating income 4 - 24,867
OPERATING PROFIT 6 2,968,568 2,585,483

Interest receivable and similar income - 2,818
2,968,568 2,588,301

Interest payable and similar expenses 7 4,486 11,850
PROFIT BEFORE TAXATION 2,964,082 2,576,451

Tax on profit 8 565,681 536,295
PROFIT FOR THE FINANCIAL YEAR 2,398,401 2,040,156
Profit attributable to:
Owners of the parent 2,398,401 2,040,156

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

2021 2020
Notes £    £   

PROFIT FOR THE YEAR 2,398,401 2,040,156


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

2,398,401

2,040,156

Total comprehensive income attributable to:
Owners of the parent 2,398,401 2,040,156

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2021

2021 2020
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 1,000,122 904,147
Investments 13 - -
1,000,122 904,147

CURRENT ASSETS
Debtors 14 1,571,769 1,793,268
Cash at bank and in hand 8,010,083 6,193,812
9,581,852 7,987,080
CREDITORS
Amounts falling due within one year 15 1,127,206 1,400,319
NET CURRENT ASSETS 8,454,646 6,586,761
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,454,768

7,490,908

CREDITORS
Amounts falling due after more than one
year

16

-

(25,472

)

PROVISIONS FOR LIABILITIES 19 (98,347 ) (32,416 )
NET ASSETS 9,356,421 7,433,020

CAPITAL AND RESERVES
Called up share capital 20 153 153
Retained earnings 21 9,356,268 7,432,867
SHAREHOLDERS' FUNDS 9,356,421 7,433,020

The financial statements were approved by the director and authorised for issue on 17 August 2022 and were signed by:





M A Gilbert - Director


RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

COMPANY BALANCE SHEET
31 DECEMBER 2021

2021 2020
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 537,338 574,569
Investments 13 201 201
537,539 574,770

CURRENT ASSETS
Debtors 14 418,411 1,146,312
Cash at bank 2,204,720 1,026,274
2,623,131 2,172,586
CREDITORS
Amounts falling due within one year 15 2,409,592 2,702,325
NET CURRENT ASSETS/(LIABILITIES) 213,539 (529,739 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

751,078

45,031

CREDITORS
Amounts falling due after more than one
year

16

-

(22,038

)

PROVISIONS FOR LIABILITIES 19 (36,822 ) (11,494 )
NET ASSETS 714,256 11,499

CAPITAL AND RESERVES
Called up share capital 20 153 153
Retained earnings 21 714,103 11,346
SHAREHOLDERS' FUNDS 714,256 11,499

Company's profit for the financial year 1,177,757 2,260,622

The financial statements were approved by the director and authorised for issue on 17 August 2022 and were signed by:





M A Gilbert - Director


RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021

Called up
share Retained Merger Total
capital earnings reserve equity
£    £    £    £   

Balance at 1 January 2020 153 7,463,190 172,471 7,635,814

Changes in equity
Dividends - (2,242,950 ) - (2,242,950 )
Total comprehensive income - 2,040,156 - 2,040,156
Transfer between reserves - 172,471 (172,471 ) -
Balance at 31 December 2020 153 7,432,867 - 7,433,020

Changes in equity
Dividends - (475,000 ) - (475,000 )
Total comprehensive income - 2,398,401 - 2,398,401
Balance at 31 December 2021 153 9,356,268 - 9,356,421

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021

Called up
share Retained Total
capital earnings equity
£    £    £   

Balance at 1 January 2020 153 (6,326 ) (6,173 )

Changes in equity
Dividends - (2,242,950 ) (2,242,950 )
Total comprehensive income - 2,260,622 2,260,622
Balance at 31 December 2020 153 11,346 11,499

Changes in equity
Dividends - (475,000 ) (475,000 )
Total comprehensive income - 1,177,757 1,177,757
Balance at 31 December 2021 153 714,103 714,256

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021

2021 2020
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,566,732 3,154,218
Interest element of hire purchase payments
paid

(4,486

)

(11,850

)
Tax paid (669,138 ) (500,145 )
Net cash from operating activities 2,893,108 2,642,223

Cash flows from investing activities
Purchase of tangible fixed assets (504,854 ) (57,805 )
Sale of tangible fixed assets 17,500 -
Sale of investment property - 300,000
Interest received - 2,818
Net cash from investing activities (487,354 ) 245,013

Cash flows from financing activities
Capital repayments in year (114,578 ) (150,611 )
Amount introduced by directors 475,000 3,520,950
Amount withdrawn by directors (474,905 ) (2,259,222 )
Equity dividends paid (475,000 ) (2,242,950 )
Net cash from financing activities (589,483 ) (1,131,833 )

Increase in cash and cash equivalents 1,816,271 1,755,403
Cash and cash equivalents at beginning of
year

2

6,193,812

4,438,409

Cash and cash equivalents at end of year 2 8,010,083 6,193,812

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2021 2020
£    £   
Profit before taxation 2,964,082 2,576,451
Depreciation charges 407,213 704,972
Profit on disposal of fixed assets (15,833 ) -
Finance costs 4,486 11,850
Finance income - (2,818 )
3,359,948 3,290,455
Decrease/(increase) in trade and other debtors 238,724 (6,936 )
Decrease in trade and other creditors (31,940 ) (129,301 )
Cash generated from operations 3,566,732 3,154,218

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2021
31.12.21 1.1.21
£    £   
Cash and cash equivalents 8,010,083 6,193,812
Year ended 31 December 2020
31.12.20 1.1.20
£    £   
Cash and cash equivalents 6,193,812 4,438,409


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.21 Cash flow At 31.12.21
£    £    £   
Net cash
Cash at bank and in hand 6,193,812 1,816,271 8,010,083
6,193,812 1,816,271 8,010,083
Debt
Finance leases (140,050 ) 114,578 (25,472 )
(140,050 ) 114,578 (25,472 )
Total 6,053,762 1,930,849 7,984,611

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1. STATUTORY INFORMATION

Rail Op Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) prepared to 31 December each year. Control is achieved where the Company is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration the existence and effect of potential voting rights that currently are exercisable or convertible.

All subsidiary undertakings are owned 100% either directly or indirectly.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

All intra-group transactions and balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the Consolidated Financial Statements

Accounting for merger
On 18th December 2019 the group acquired the share capital of Rail Op OHL Limited via a share for share exchange. The ultimate equity holders remained the same and the rights of each equity holder, relative to the others, was unchanged.

In reviewing the scope of the merger and group formation, the directors have determined the selection of an accounting policy analogous to that of the UK's FRS102 section 19 Business Combinations and Goodwill (merger accounting method) will provide the most relevant, reliable and representative accounting treatment,
which reflects the economic substance of the transaction.

In applying merger accounting when preparing these Consolidated Financial Statements, to the extent the carrying value of the assets and liabilities acquired under merger accounting is different to the cost of investment, the difference is recorded in equity within the merger reserve. Under merger accounting the results of the Group entities are combined from the beginning of the comparative period before the merger occurred. Comparatives are restated on a combined basis and adjustments made as necessary to achieve consistency of accounting principles.

Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

There are no estimates and assumptions that have a significant risk of causing material adjustment in the financial statements.

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

2. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Rendering of services

When the outcome of a transaction can be estimated reliably, turnover from the provision of electrification services to the rail industry and plant hire is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to the date the supply of labour and plant hire was made.

Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2010, is being amortised evenly over its estimated useful life of two years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to Property - 4% on cost
Plant and Machinery - 25% on cost and 20% on cost
Fixtures and Fittings - 25% on cost
Motor Vehicles - 25% on cost
Computer Equipment - 25% on cost

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Business combinations and goodwill
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

Goodwill represents the excess of the fair value of the purchase consideration for the subsidiary undertakings over the fair value of the identifiable assets, including any intangible assets identified, and the liabilities of a subsidiary at the date of acquisition.

Goodwill arising on subsidiary acquisitions is capitalised and amortised over its useful economic life of 3 years on a straight line basis.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2021 2020
£    £   
Rendering of services 11,388,003 11,527,872
11,388,003 11,527,872

4. OTHER OPERATING INCOME
2021 2020
£    £   
Rents Received - 7,665
Government Grants - 17,202
- 24,867

5. EMPLOYEES AND DIRECTORS
2021 2020
£    £   
Wages and salaries 367,876 327,671
Social security costs 35,438 27,541
Other pension costs 5,716 5,392
409,030 360,604

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2021 2020

Directors 1 1
Administration 6 6
Direct 4 4
11 11

2021 2020
£    £   
Director's remuneration 16,819 7,638

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2021 2020
£    £   
Hire of Plant and Machinery 19,924 -
Other Operating Leases 12,000 12,000
Depreciation - owned assets 297,051 351,807
Depreciation - assets on hire purchase contracts 110,161 119,795
Profit on disposal of fixed assets (15,833 ) -
Goodwill amortisation - 233,370
Auditors Remuneration 19,000 24,000

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2021 2020
£    £   
Hire Purchase Interest 4,416 11,556
HMRC Interest 70 294
4,486 11,850

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2021 2020
£    £   
Current tax:
UK corporation tax 499,750 591,063

Deferred Taxation 65,931 (54,768 )
Tax on profit 565,681 536,295

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2021 2020
£    £   
Profit before tax 2,964,082 2,576,451
Profit multiplied by the standard rate of corporation tax in the UK of 19 %
(2020 - 19 %)

563,176

489,526

Effects of:
Expenses not deductible for tax purposes 2,505 46,769
Total tax charge 565,681 536,295

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. DIVIDENDS
2021 2020
£    £   
Ordinary shares of £1.00 each
Interim 475,000 2,242,950

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2021
and 31 December 2021 816,821
AMORTISATION
At 1 January 2021
and 31 December 2021 816,821
NET BOOK VALUE
At 31 December 2021 -
At 31 December 2020 -

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

12. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
Property Machinery Fittings
£    £    £   
COST
At 1 January 2021 259,507 2,122,904 6,302
Additions - 268,460 -
Disposals - - -
At 31 December 2021 259,507 2,391,364 6,302
DEPRECIATION
At 1 January 2021 75,636 1,514,510 5,415
Charge for year 10,380 316,846 546
Eliminated on disposal - - -
At 31 December 2021 86,016 1,831,356 5,961
NET BOOK VALUE
At 31 December 2021 173,491 560,008 341
At 31 December 2020 183,871 608,394 887

Motor Computer
Vehicles Equipment Totals
£    £    £   
COST
At 1 January 2021 353,518 44,438 2,786,669
Additions 233,519 2,875 504,854
Disposals (58,065 ) (2,778 ) (60,843 )
At 31 December 2021 528,972 44,535 3,230,680
DEPRECIATION
At 1 January 2021 251,739 35,222 1,882,522
Charge for year 74,187 5,253 407,212
Eliminated on disposal (56,398 ) (2,778 ) (59,176 )
At 31 December 2021 269,528 37,697 2,230,558
NET BOOK VALUE
At 31 December 2021 259,444 6,838 1,000,122
At 31 December 2020 101,779 9,216 904,147

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

12. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and Motor
Machinery Vehicles Totals
£    £    £   
COST
At 1 January 2021
and 31 December 2021 534,750 51,380 586,130
DEPRECIATION
At 1 January 2021 410,466 48,169 458,635
Charge for year 106,950 3,211 110,161
At 31 December 2021 517,416 51,380 568,796
NET BOOK VALUE
At 31 December 2021 17,334 - 17,334
At 31 December 2020 124,284 3,211 127,495

Company
Plant and
Machinery
£   
COST
At 1 January 2021 1,969,492
Additions 260,000
At 31 December 2021 2,229,492
DEPRECIATION
At 1 January 2021 1,394,923
Charge for year 297,231
At 31 December 2021 1,692,154
NET BOOK VALUE
At 31 December 2021 537,338
At 31 December 2020 574,569

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

12. TANGIBLE FIXED ASSETS - continued

Company

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and
Machinery
£   
COST
At 1 January 2021
and 31 December 2021 534,750
DEPRECIATION
At 1 January 2021 410,467
Charge for year 106,950
At 31 December 2021 517,417
NET BOOK VALUE
At 31 December 2021 17,333
At 31 December 2020 124,283

13. FIXED ASSET INVESTMENTS

Company
Shares in
Group
Undertakings
£   
COST
At 1 January 2021
and 31 December 2021 201
NET BOOK VALUE
At 31 December 2021 201
At 31 December 2020 201

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Rail Op Plant Hire Limited
Registered office:
Nature of business: Plant hire
%
Class of shares: holding
Ordinary 100.00
2021 2020
£    £   
Aggregate capital and reserves (8,278 ) 100
Loss for the year (8,378 ) (56,663 )

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

13. FIXED ASSET INVESTMENTS - continued

Rail Op OHL Limited
Registered office:
Nature of business: Overhead line construction.
%
Class of shares: holding
Ordinary 100.00
A 100.00
2021 2020
£    £   
Aggregate capital and reserves 8,650,641 7,421,618
Profit for the year 1,704,023 1,443,542


14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2021 2020 2021 2020
£    £    £    £   
Trade Debtors 216,801 735,098 - 161,280
Amounts owed by group undertakings - - - 585,030
Other Debtors 523,481 545,558 401,186 400,002
Net Wages in Advance 12,962 6,542 - -
Tax 17,225 - 17,225 -
Prepayments and Accrued Income 801,300 506,070 - -
1,571,769 1,793,268 418,411 1,146,312

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2021 2020 2021 2020
£    £    £    £   
Hire purchase contracts (see note 17) 25,472 114,578 22,038 104,725
Trade Creditors 67,941 174,327 - -
Amounts owed to group undertakings - - 2,381,053 2,242,533
Corporation Tax 216,769 368,932 - 260,537
Social Security and Other
Taxes 515,950 494,256 - 87,030
Other Creditors 1,421 1,278 - -
Directors Current Accounts 143 48 - -
Accruals and Deferred Income 299,510 246,900 6,501 7,500
1,127,206 1,400,319 2,409,592 2,702,325

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2021 2020 2021 2020
£    £    £    £   
Hire purchase contracts (see note 17) - 25,472 - 22,038

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2021 2020
£    £   
Gross obligations repayable:
Within one year 25,714 118,994
Between one and five years - 25,714
25,714 144,708

Finance charges repayable:
Within one year 242 4,416
Between one and five years - 242
242 4,658

Net obligations repayable:
Within one year 25,472 114,578
Between one and five years - 25,472
25,472 140,050

Company
Hire purchase contracts
2021 2020
£    £   
Gross obligations repayable:
Within one year 22,232 108,550
Between one and five years - 22,232
22,232 130,782

Finance charges repayable:
Within one year 194 3,825
Between one and five years - 194
194 4,019

Net obligations repayable:
Within one year 22,038 104,725
Between one and five years - 22,038
22,038 126,763

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

18. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2021 2020 2021 2020
£    £    £    £   
Hire purchase contracts 25,472 140,050 22,038 126,763

The hire purchase debt is secured against the specific fixed asset purchased.

19. PROVISIONS FOR LIABILITIES

Group Company
2021 2020 2021 2020
£    £    £    £   
Deferred Taxation - Capital
Allowances 98,347 32,416 36,822 11,494
98,347 32,416 36,822 11,494

Group
Deferred
tax
£   
Balance at 1 January 2021 32,416
Charge to Income Statement during year 65,931
Balance at 31 December 2021 98,347

Company
Deferred
tax
£   
Balance at 1 January 2021 11,494
Charge to Income Statement during year 25,328
Balance at 31 December 2021 36,822

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2021 2020
value: £    £   
150 Ordinary £1.00 150 150
1 A £1 1 1
1 B £1 1 1
1 C £1 1 1
153 153

RAIL OP HOLDINGS LIMITED (REGISTERED NUMBER: 11053932)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

21. RESERVES

Group
Retained
earnings
£   

At 1 January 2021 7,432,867
Profit for the year 2,398,401
Dividends (475,000 )
At 31 December 2021 9,356,268

Company
Retained
earnings
£   

At 1 January 2021 11,346
Profit for the year 1,177,757
Dividends (475,000 )
At 31 December 2021 714,103

In accordance with section 612 of the Companies Act 2006, the premium on shares issued in relation to acquisitions is recorded as a merger reserve.

22. DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2021 and 31 December 2020:

2021 2020
£    £   
M A Gilbert
Balance outstanding at start of year - 1,261,680
Amounts advanced 82,056 57,399
Amounts repaid (82,056 ) (1,319,079 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - -

23. RELATED PARTY DISCLOSURES

During the year, a total of key management personnel compensation of £ 33,638 (2020 - £ 15,276 ) was paid.

24. ULTIMATE CONTROLLING PARTY

The controlling party is M and K Gilbert.