REGISTERED NUMBER: 11053932 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

RAIL OP HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

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

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

Review of business

The directors are satisfied with the situation of the group as reflected in the balance sheet.

The group's principal activities are primarily the provision of electrification services and staff to the rail industry, together with (OTP) on track plant, and highly skilled safety critical support staff and all grades of civil staff.

During the year, the group acquired a new subsidiary, KPD79 Limited whose principal activity is primarily the chartering of a private aircraft.

FY2024 has been a slower year for revenue. This is due to funding cuts to our clients. For the first year of CP7, the government heavily cut all funding to the rail sector.

The group remains a leader in the UK OHL engineering services market and the strategy is predicated on simultaneously enhancing the performance and profitability of the business through a range of business improvement activities and accelerating growth by increasing market share in our targeted sectors, maximising the integrated solutions offering, broadening the range of services, and extending the geographical footprint into high growth markets across the UK and Europe.

Significant progress has continued to be made on delivery of the strategic plan with several key contracts and framework appointments awarded in the year.

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

2024

2023

£   's

£   's

%

Turnover

£11,175

£18,500

-39.59%

Operating Profit

£2,644

£5,838

-54.71%

Profit after Tax

£2,516

£4,679

-46.23%

Equity Shareholders' Funds

£16,713

£14,854

+12.52%

Current Assets as % of Current Liabilities

1,276%

1,002%

+27.35%

Trading performance: full year revenue was £11.2m, representing a decrease of 39.59% on the preceding year (2023: £18.5m). The group has still been able to post strong operating profits of £2.6m for the year, with net profit after tax of £2.5m.

There was a significant increase in demand and activity levels across the rail sector throughout the financial year.

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.

The group's objective is to minimise risks and uncertainties to the level of the marketplace in which it operates and achieves this through its risk management systems. Management reviews the principal risks throughout the year adopting an integrated approach to risk management by regular discussion. In addition, once a year there is a formal assessment of risks.

On behalf of the board:

M A Gilbert - Director

30 September 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

Dividends

The total distribution of dividends for the year ended 31 December 2024 will be £ 657,000 .

Director

M A Gilbert held office during the whole of the period from 1 January 2024 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

30 September 2025

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 2024 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 2024 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.

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 four, 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.

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.

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

30 September 2025

Turnover

3

11,175,322

18,500,212

Cost of sales

7,025,597

11,216,729

Gross profit

4,149,725

7,283,483

Administrative expenses

1,506,159

1,446,228

Operating profit

5

2,643,566

5,837,255

Loss on disposal of subsidiary

6

10,868

-

2,654,434

5,837,255

Income from fixed asset investments

139,525

-

Interest receivable and similar income

517,783

296,588

657,308

296,588

3,311,742

6,133,843

Interest payable and similar expenses

7

9

-

Profit before taxation

3,311,733

6,133,843

Tax on profit

8

796,003

1,454,476

Profit for the financial year

2,515,730

4,679,367

Profit attributable to:

Owners of the parent

2,515,730

4,679,367

Profit for the year

2,515,730

4,679,367

Other comprehensive income

-

-

Total comprehensive income for the year

2,515,730

4,679,367

Total comprehensive income attributable to:

Owners of the parent

2,515,730

4,679,367

Fixed assets

Intangible assets

11

-

-

Tangible assets

12

7,072,413

1,799,998

Investments

13

-

-

7,072,413

1,799,998

Current assets

Debtors

14

2,269,265

2,864,706

Cash at bank and in hand

8,656,607

12,101,886

10,925,872

14,966,592

Creditors

Amounts falling due within one year

15

855,900

1,493,757

Net current assets

10,069,972

13,472,835

Total assets less current liabilities

17,142,385

15,272,833

Provisions for liabilities

17

429,123

418,301

Net assets

16,713,262

14,854,532

Capital and reserves

Called up share capital

18

153

153

Retained earnings

19

16,713,109

14,854,379

Shareholders' funds

16,713,262

14,854,532

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

M A Gilbert - Director

Fixed assets

Intangible assets

11

-

-

Tangible assets

12

992,910

1,285,220

Investments

13

201

201

993,111

1,285,421

Current assets

Debtors

14

13,918,984

430,717

Cash at bank

11,057

2,004,901

13,930,041

2,435,618

Creditors

Amounts falling due within one year

15

192,420

25,799

Net current assets

13,737,621

2,409,819

Total assets less current liabilities

14,730,732

3,695,240

Provisions for liabilities

17

264,618

325,122

Net assets

14,466,114

3,370,118

Capital and reserves

Called up share capital

18

153

153

Retained earnings

19

14,465,961

3,369,965

Shareholders' funds

14,466,114

3,370,118

Company's profit for the financial year

11,752,996

3,645,569

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

M A Gilbert - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

153

11,050,012

11,050,165

Changes in equity

Dividends

-

(875,000

)

(875,000

)

Total comprehensive income

-

4,679,367

4,679,367

Balance at 31 December 2023

153

14,854,379

14,854,532

Changes in equity

Dividends

-

(657,000

)

(657,000

)

Total comprehensive income

-

2,515,730

2,515,730

Balance at 31 December 2024

153

16,713,109

16,713,262

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

153

599,396

599,549

Changes in equity

Dividends

-

(875,000

)

(875,000

)

Total comprehensive income

-

3,645,569

3,645,569

Balance at 31 December 2023

153

3,369,965

3,370,118

Changes in equity

Dividends

-

(657,000

)

(657,000

)

Total comprehensive income

-

11,752,996

11,752,996

Balance at 31 December 2024

153

14,465,961

14,466,114

Cash flows from operating activities

Cash generated from operations

1

3,497,857

5,774,530

Interest element of hire purchase or finance lease rental payments paid

(9

)

-

Tax paid

(1,082,232

)

(1,088,423

)

Net cash from operating activities

2,415,616

4,686,107

Cash flows from investing activities

Purchase of tangible fixed assets

(5,876,754

)

(976,805

)

Sale of tangible fixed assets

15,583

12,500

Interest received

517,783

296,588

Dividends received

139,525

-

Net cash from investing activities

(5,203,863

)

(667,717

)

Cash flows from financing activities

Amount introduced by directors

657,186

875,000

Amount withdrawn by directors

(657,218

)

(875,656

)

Equity dividends paid

(657,000

)

(875,000

)

Net cash from financing activities

(657,032

)

(875,656

)

(Decrease)/increase in cash and cash equivalents

(3,445,279

)

3,142,734

Cash and cash equivalents at beginning of year

2

12,101,886

8,959,152

Cash and cash equivalents at end of year

2

8,656,607

12,101,886

1.	Reconciliation of profit before taxation to cash generated from operations

2024

2023

£

£

Profit before taxation

3,311,733

6,133,843

Depreciation charges

604,338

565,661

Profit on disposal of fixed assets

(15,583

)

(12,500

)

Finance costs

9

-

Finance income

(657,308

)

(296,588

)

3,243,189

6,390,416

Decrease/(increase) in trade and other debtors

595,441

(377,949

)

Decrease in trade and other creditors

(340,773

)

(237,937

)

Cash generated from operations

3,497,857

5,774,530

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 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

8,656,607

12,101,886

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

12,101,886

8,959,152

3.	Analysis of changes in net funds

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

12,101,886

(3,445,279

)

8,656,607

12,101,886

(3,445,279

)

8,656,607

Total

12,101,886

(3,445,279

)

8,656,607

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.

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.

Patents and Licences have been fully amortised in the current year.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to Property

-

4% on cost

Plant and Machinery

-

25% on cost, 20% on cost and 8% on reducing balance

Fixtures and Fittings

-

25% on cost and 8% on reducing balance

Motor Vehicles

-

25% on cost

Computer Equipment

-

25% on cost

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.

Hire purchase and leasing commitments

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