wk-2025-12-31-ixbrl

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Amey Holdings Limited

Strategic ReportAnnual Report and Financial Statements 2025

Strategic Report for the year ended 31 December 2025

The Directors present their Strategic Report for the year ended 31 December 2025.

Ultimate parent undertaking

The Company is a subsidiary of Amey UK Limited, which is the parent of the Amey UK Limited group of companies, wholly

owned by a company (Project Ardent Bidco Limited) controlled by One Equity Partners and Buckthorn Partners, private

equity investors.

Principal activity

The Company's principal activity during the year is that of a holding company. There have been no changes in the

Company's activities during the year.

Review of business and future developments

The statement of comprehensive income for the year is set out on page 10 and shows revenue of nil (2024 - nil) and a profit

after tax amounting to £85.8 million (2024 – a loss of £349.8 million), all of which arose from continuing activities.

The Company has not traded in either the current year or the prior year. Following management's assessment of the

carrying value of investments in subsidiary undertakings, an impairment release of £117.0 million (2024: a charge of £330.9

million) has been recognised in the year.

The Directors do not anticipate any change to the Company’s level of activity in 2026.

There have been no events since the balance sheet date which materially affect the position of the Company.

Principal risks and uncertainties

The Company's risks and other key performance indicators are only reported and managed on a Divisional basis. To gain a

further understanding of this business, details of the principal risks and uncertainties and other key performance indicators

are contained in the Annual Report and Financial Statements of the intermediate parent undertaking, Amey UK Limited ('the

Group'), for the year ended 31 December 2025. The Company is a member of the Central Services division of the Group.

Financial risk management

A discussion of the objectives and policies employed in managing risk and the Company’s use of financial instruments can

be found in the Amey UK Limited Annual Report and Financial Statements for the year ended 31 December 2025 as the

Company is subject to the application of Group-wide policies and practices when assessing financial risk.

The Company does not hold any cash flow hedge derivative financial instruments. There is no material financial risk arising

on the assets and liabilities held by the Company.

Key performance indicators

The Company is a holding company that has not traded during the year and is not expected to trade. As such, the Company

has no principal key performance indicators.

Page 3

Amey Holdings Limited

Strategic ReportAnnual Report and Financial Statements 2025

Statement by the Directors in performance of their statutory duties in accordance with

s172(1) of the Companies Act 2006

The Directors consider, both individually and collectively, that they have acted in the way they consider, in good faith,

would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to

the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December

2025 (see also the Corporate Governance statement and a detailed s172(1) statement on the Amey Group’s website:

www.amey.co.uk and the Amey UK Limited 2025 Annual Report and Financial Statements for more information).

In discharging their duties in relation to s172(1) of the Companies Act 2006, the Directors have paid regard to the following

matters:

(a) the likely consequences of any decision in the long-term, such as strategic planning, Brexit impact and business

development opportunities;

(b) interests of the Group’s employees including health and safety, employee involvement and initiatives, diversity, inclusion

and gender pay gap issues;

(c) the need to foster relationships with suppliers, customers and others including supplier evaluation, social values and

payment practices;

(d) to act fairly between members of the Company;

(e) impact of operations on community and the environment, including carbon management, climate crisis initiatives; and

(f) reputation for high standards of business conduct including adoption of corporate governance standards, training of

Directors and whistleblowing reporting.

As the Company is a wholly owned subsidiary of the Amey group of companies, the Company’s Directors discharge their

duties within policies, procedures and authorisation limits set out on a group-wide basis. Further information on how

officers within the Amey Group of companies discharge their duties is included in the Amey UK Limited 2025 Annual Report

and Financial Statements. The Directors of this Company also achieve this through attendance at relevant executive

meetings, involvement in executive briefings and training, and through having responsibility for implementation of group-

wide initiatives to promote best practice.

Approved by the Board on 11 June 2026 and signed on its behalf by:

.........................................

A L Nelson

Director

11 June 2026

Page 4

Amey Holdings Limited

Report of the DirectorsAnnual Report and Financial Statements 2025

Report of the Directors for the year ended 31 December 2025

The Directors present their Annual Report with the audited financial statements of the Company for the year ended

31 December 2025.

Strategic Report

Details of future developments, post balance sheet events (if any) and financial risk management can be found in the

Strategic Report on pages 2 to 3 and forms part of this report by cross reference.

Dividends

No dividends were paid by the Company during the year (2024 - £nil). In view that the Company has a retained deficit at

31 December 2025, the Directors are unable to recommend the payment of any dividend.

Energy and Carbon Performance

The Company has taken exemption from reporting on Energy and Carbon Performance as this information is included in the

consolidated Annual Report and Financial Statements of Amey UK Limited, of which this Company is a member. Full

disclosure can be found in the Amey UK Limited Annual Report and Financial Statements for 2025.

Business Relationships

The Directors have had regard to the need to foster the company’s business relationships with stakeholders. This is

explained further within the s172 statement in the strategic report on page 3.

Directors of the Company

The Directors who held office during the year and up to the date of this Report were as follows:

A L Milner

A L Nelson

Directors’ indemnity

Directors and Officers of the Company benefitted during 2025 from group-wide Directors’ and officers’ liability insurance

cover in respect of legal actions brought against them. Accordingly, the Company do not maintain their own equivalent

Directors’ indemnity insurance cover arrangements. In addition, Directors of the Company are indemnified under the

Company’s articles of association to the extent permitted by law, such indemnities being qualified third party indemnities.

Going concern

After making enquiries and based on the assumptions outlined in note 2 to the financial statements, the Directors have

concluded that the Company has adequate resources to meet its obligations as they fall due for a period of at least twelve

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

basis in preparing the financial statements.

Policy on slavery and human trafficking

In accordance with the Modern Slavery Act 2015, the Amey Group of which this Company is a member, is committed to

ensuring that there is no modern slavery or human trafficking in our supply chains, or in any part of our business, with a zero

tolerance for non-compliance. A full statement reflecting that commitment can be found on the Amey website

www.amey.co.uk and an abridged statement is included in the financial statements of the Company's intermediate parent

company, Amey UK Limited.

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Amey Holdings Limited

Report of the DirectorsAnnual Report and Financial Statements 2025

Statement as to disclosure of information to the auditor

So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the Company's auditor is unaware, and each Director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

Company's auditor is aware of that information.

Auditors

Forvis Mazars LLP has been appointed as Auditor and has expressed their willingness to continue in office as Auditor. In

accordance with s487 of the Companies Act 2006, Forvis Mazars LLP will be re-appointed as Auditor to the Company.

Approved by the Board on 11 June 2026 and signed on its behalf by:

.........................................

A L Nelson

Director

11 June 2026

Page 6

Amey Holdings Limited

Statement of Directors ResponsibilitiesAnnual Report and Financial Statements 2025

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 'The Financial Reporting Standard

applicable in the United Kingdom and the Republic of Ireland'.

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 apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures

disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will

continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

Page 7

Amey Holdings Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Amey Holdings Limited

Opinion

We have audited the financial statements of Amey Holdings Limited (the ‘company’) for the year ended 31 December 2025

which comprise Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 FRS 102 'The Financial Reporting Standard applicable in the United Kingdom and the

Republic of Ireland'.

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 profit for the year then

ended; and

• 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 the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the financial

statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

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Amey Holdings Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Amey Holdings Limited

(continued)

Matters on which we are required to report by exception

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we

have not identified material misstatements in the strategic report or the directors’ report.

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’ responsibilities statement set out on page 6, 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 the financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws

and regulations might have a material effect on the financial statements: health and safety regulation, anti-money

laundering regulation, the Bribery Act, the Finance Act, climate change regulations on financial reporting, Modern Slavery

Act and environmental laws.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks

of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

• Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in

compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and

regulations;

• Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

• Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-

compliance throughout our audit; and

• Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such

as tax legislation, pension legislation and the Companies Act 2006.

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the

financial statements, including the risk of management override of controls, and determined that the principal risks related

to: posting manual journal entries to manipulate financial performance, overstatement of assets, understatement of

expenses/liabilities, management bias through judgements and assumptions in significant accounting estimates in particular

in relation to significant one-off or unusual transactions.

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Amey Holdings Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Amey Holdings Limited

(continued)

Our audit procedures in relation to fraud included but were not limited to:

• Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged

fraud;

• Gaining an understanding of the internal controls established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of fraud; and

• Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and

detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection

of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal

controls.

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 auditor’s report.

Use of the audit report

This report is made solely to the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the company and the company’s members as a body for our audit

work, for this report, or for the opinions we have formed.

.............................................

Uzair Khan (Senior Statutory Auditor)

For and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor

30 Old Bailey

London, EC4M 7AU

11 June 2026

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Amey Holdings Limited

Statement of Comprehensive IncomeAnnual Report and Financial Statements 2025

Statement of Comprehensive Income for the year ended 31 December 2025


		2025	2024
	Note	£'000	£'000
Impairment release/(charge) for investments in fellow group companies	8	117,000	(330,867)
Profit/(loss) before interest and taxation		117,000	(330,867)
Finance expense	6	(41,620)	(25,213)
Profit/(loss) before taxation		75,380	(356,080)
Tax credit on profit/(loss)	7	10,447	6,303
Profit/(loss) for the year		85,827	(349,777)
Total comprehensive income/(expense)		85,827	(349,777)

The notes on pages 13 to 26 form part of these financial statements.

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Amey Holdings Limited

Balance SheetAnnual Report and Financial Statements 2025

Amey Holdings Limited (Registered number: 05438319)

Balance Sheet as at 31 December 2025


		2025	2024
	Note	£'000	£'000
Investment in subsidiary undertakings	8	805,000	688,000
		805,000	688,000
Creditors: amounts falling due within one year	9	(511,083)	(479,910)
Net current liabilities		(511,083)	(479,910)
Total assets less current liabilities		293,917	208,090
Net assets		293,917	208,090
Capital and reserves
Share capital	10	233,878	233,878
Share Premium	11	323,989	323,989
Other equity instruments	12	—	—
Retained earnings		(263,950)	(349,777)
Shareholders’ funds		293,917	208,090

The financial statements were approved by the Board of Directors on 11 June 2026 and signed on its behalf by:

.........................................

A L Nelson

Director

11 June 2026

The notes on pages 13 to 26 form part of these financial statements.

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Amey Holdings Limited

Statement of changes in equityAnnual Report and Financial Statements 2025

Statement of Changes in Equity for the year ended 31 December 2025


	Share Capital	Share Premium	Other equity instruments	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	233,878	263,989	70,900	(10,900)	557,867
Loss for the year	—	—	—	(349,777)	(349,777)
Total comprehensive income	—	—	—	(349,777)	(349,777)
Issue of shares	—	60,000	—	—	60,000
Repayment/Cancellation of other equity instruments	—	—	(60,000)	—	(60,000)
Interest/Dividends on other equity instrument	—	—	(10,900)	10,900	—
At 31 December 2024	233,878	323,989	—	(349,777)	208,090


	Share Capital	Share Premium	Other equity instruments	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2025	233,878	323,989	—	(349,777)	208,090
Profit for the year	—	—	—	85,827	85,827
Total comprehensive expense	—	—	—	85,827	85,827
At 31 December 2025	233,878	323,989	—	(263,950)	293,917

The notes on pages 13 to 26 form part of these financial statements.

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Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

1. General Information

The principal activity of Amey Holdings Limited (the Company) is that of a holding company. The Company is a private

company limited by share capital and is incorporated in the UK (registered in England and Wales). The Company is privately

owned.

The Company Secretary and address of the registered office is as follows:

Sherard Secretariat Services Limited

Chancery Exchange

10 Furnival Street

London

EC4A 1AB

United Kingdom

2. Accounting Policies

Basis of preparation

The financial statements of the Company have been prepared in accordance with FRS 102, the historical cost convention

and the Companies Act 2006. Amey Holdings Limited meets the definition of a qualifying entity under FRS 102 and has

therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements.

Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement, related party

transactions and remuneration of key management personnel.

Basis of consolidation

The Company is exempt from preparing consolidated financial statements under section 400 of the Companies Act 2006 on

the grounds that it is itself a wholly owned subsidiary undertaking of a company registered in England and Wales. These

financial statements therefore, present information about the individual undertaking and not about its group. These financial

statements are separate financial statements.

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Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Going concern

The Company is a subsidiary of Amey UK Limited (the Group) and its financial resources are managed on a group basis.

The going concern assessment of the Company is intrinsically linked to the assessment for the Group as a whole. The

Company has also received written confirmation from its parent undertaking, Amey UK Limited, that it will continue to

provide financial support to the Company for a period of at least twelve months from the date of signing these financial

statements in order to fund day-to-day operations and to meet liabilities to the extent that the Company is unable to do so.

The Group is financed through a mixture of shareholder equity, bank loans, overdrafts and leases. Details of all bank loans,

leases and their maturity are set out in the Amey UK Limited financial statements for 2025, as are details of financial risks.

the RCF’s limit was increased with the addition of ING Bank N.V., London Branch, to the lending group. This amendment

increased the RCF overall limit by £25 million to £150 million and the borrowing limit from £75 million to £100 million. The

RCF is provided by JPMorgan Chase Bank, N.A., London Branch, National Westminster Bank PLC, HSBC UK Bank plc and

ING Bank N.V., London Branch acting as lenders and with HSBC UK Bank plc acting as agent.

A Term Loan facility of £280 million extended to the Group’s immediate parent, Project Ardent Bidco Limited, under the

same facility remained unchanged throughout 2025. The facility has a tenor of seven years and is provided by a syndicate

of lenders arranged by Apollo and with HSBC UK Bank plc acting as agent. Security is limited to each of Project Ardent

Bidco Limited, Amey UK Limited and Amey Holdings Limited providing security over their shares in their respective direct

subsidiary and, in the case of Amey Limited, providing security over its shares in certain other Group companies that are

Guarantors under the facilities (being: Amey Community Limited, Amey Defence Services Limited, Amey Defence Services

(Housing) Limited, Amey Fleet Services Limited, Amey OWR Limited and Amey Rail Limited).

On 18 May 2026, an additional Term Loan Facility of £120 million was extended to Project Ardent Bidco Limited. The new

facility has the same tenor as the original term loan facility and is also provided by a syndicate of lenders arranged by Apollo

and with HSBC UK Bank plc acting as agent.

As of 31 December 2025, no borrowings were drawn against the RCF and the Group also held £62.4 million of unrestricted

cash on the Group balance sheet.

Notwithstanding this continuity of available financing, the directors of the Group have reviewed several factors including:

• the future business plans of the Group including the current year results and cash flows up to the date of these accounts,

the current forecast for 2026 and the strategic plan for 2027 to 2030;

• the availability of core and ancillary financing facilities;

• compliance with banking covenants regarding net leverage;

• projected drawn positions and headroom available on the core committed financing facilities

• the projected future cash flows of the Group comprising:

– a Base Case forecast built up from the budget and strategic plan for 2026-30;

– a Reasonable Worst Case (‘RWC’) forecast which applies sensitivities against the Base Case;

– Reverse stress testing group liquidity resilience against extreme events;

– Additional facility draw down by the Group's immediate parent company in May 2026.

The sensitivities applied to the RWC include specific, unbudgeted cash flows in 2026 and cash flow stress cases in 2027

ranging from 60% to 70%. The Group’s cash flow forecasts show that there is sufficient liquidity to enable it to continue

trading should these scenarios materialise. In addition, management has considered significant additional reductions in

headroom due to unforeseen events such as supply shocks, in particular oil shortages, and widespread client defaults,

along with potential mitigations. Inflation is not considered a significant risk to the Group’s liquidity as the majority of its

revenues are index-linked and so are naturally hedged against inflationary pressures.

Reverse stress testing showed that the Group would have sufficient liquidity in all but the most extreme case, where 100%

of local government clients and 15% of central government and agency clients default. The impact of this scenario could be

offset by increased liquidity from mitigating actions and is, in any case, considered an extremely remote possibility.

Furthermore, the Group’s operations and suppliers are primarily in the United Kingdom and the majority of its clients are

government or government-backed and so the Group is not considered to be exposed to vulnerable markets or sectors or

from global geopolitical impacts such as armed conflicts. The Group's financial position is not expected to be significantly

impacted by fluctuating US tariffs on imported goods since it primarily provides services within the UK and any US activities

will remain service focused for the foreseeable future.

The directors of the Group have considered pension risks and sensitivities and reviewed Value at Risk analysis. They

consider the exposure to be adequately mitigated by strong governance, de-risked scheme assets (including insurance

policies), various contingent assets and committed payments for the benefit of the schemes.

Page 15

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Going concern (continued)

The directors of the Group are satisfied the Group has adequate resources to meet its obligations as they fall due for a

period of at least twelve months from the date of approving these financial statements and, for this reason, they continue to

adopt the going concern basis in preparing the Group financial statements.

On the same basis, the Directors of this Company have adopted the going concern basis in preparing these financial

statements.

Other principal accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies

have been consistently applied to all the years presented, unless otherwise stated.

Investment in subsidiary undertakings

Investments by the Company in the shares in subsidiary undertakings are stated at cost less accumulated impairment

losses.

Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change

attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other

comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively

enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is

determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against

deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered

based on current or future taxable profit.

3. Critical accounting estimates and judgements

Key estimates

Impairments of investment in subsidiary undertakings and amounts due from fellow group

undertakings:

Management have assessed the carrying value of investments in subsidiary undertakings and the amounts due from fellow

group undertakings for any change in the level of impairment provision against carrying value.

As per the accounting policy, the investments in subsidiary undertakings are reviewed for indicators of impairment. If there

is such an indication, the recoverable amount of the investment is compared to its carrying value. The recoverable amount

of the investment is the higher of the fair value less costs to sell and its value-in-use (VIU). The value-in-use of relevant

groups of cash generating units (CGUs) for impairment assessment purposes is determined using discounted cash flow

projections from the financial plans approved by the Board. These calculations involve the use of estimates including

projected future cashflows and other future events.

Key judgements

Impairments of investment in subsidiary undertakings:

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated

where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly.

Prior impairments are also reviewed for possible reversal at each reporting date. Impairment assessment criteria and

assumptions take into account EBITDA, cashflow generation and capital expenditure requirements based on the rolling 5

year forecasts in addition to the expected growth beyond the forecast period and cost of capital. Details of the assessment

are set out in note 8.

Page 16

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

4. Employees and Directors

The Company had no direct employees in either 2025 or 2024.

No Directors were remunerated through the Company in either 2025 or 2024.

Details of the remuneration of the Directors, whose services are of a non-executive nature and who are also directors of the

Company's intermediate parent undertaking, Amey UK Limited, are disclosed in that company's financial statements. Their

remuneration is deemed to be wholly attributable to their services to that company.

5. Auditor's remuneration

The auditor's remuneration is borne by Amey Group Services Limited, a fellow subsidiary undertaking of the Company,

and is not recharged. The allocation to the Company of the auditor’s fees, which are attributable solely to the audit of

these financial statements, is £21,000 (2024: £20,000).

6. Finance expense


	2025	2024
	£'000	£'000
Interest payable to fellow subsidiary undertakings	41,620	25,213
	41,620	25,213

7. Taxation


Analysis of tax credit	2025	2024
	£'000	£'000
Current tax
Tax - Group relief	(10,447)	(6,303)
Total current tax credit	(10,447)	(6,303)

Total tax credit in income statement	(10,447)	(6,303)

Factors affecting the tax expense

The tax assessed for the year differs from the standard rate of corporation tax in the UK of 25% (2024: 25%).

The differences are reconciled below:


	2025	2024
	£'000	£'000
Profit/(loss) before income tax	75,380	(356,080)
Tax on profit/(loss) calculated at standard rate	18,845	(89,020)
Effects of:
Group loss utilisation	(42)	—
Tax effect of asset impairments not deductible in determining taxable profits	(29,250)	82,717
Tax credit	(10,447)	(6,303)

Page 17

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

7. Taxation (continued)

Pillar Two legislation, reflecting the OECDs Base Erosion Profit Shifting (“BEPS”) framework, seeks to enforce a minimum tax

rate on large and multinational groups in each jurisdiction in which it operates. This legislation has been enacted or

substantively enacted in the UK, and many other countries, and applies to entities which are part of groups with revenue

exceeding €750 million through the tested period. The Group is within the remit of the rules.

The legislation is effective for the financial year beginning 1 January 2024. The Group has performed an assessment of the

Group’s potential exposure to Pillar Two income taxes. This assessment is based on most recent information available

regarding the financial performance of the constituent entities of the Group. Based on the assessment performed, the

Group is expected to fall within the available exceptions and therefore does not expect a potential exposure to Pillar Two

top-up taxes.

8. Investments in subsidiary and joint venture undertakings


	Shares in group undertakings	Total
	£'000	£'000
Cost
At 1 January 2025	1,018,867	1,018,867
At 31 December 2025	1,018,867	1,018,867

Provision for impairment
At 1 January 2025	330,867	330,867
Release for the year	(117,000)	(117,000)
At 31 December 2025	213,867	213,867

Carrying amount
At 31 December 2025	805,000	805,000
At 31 December 2024	688,000	688,000

Management has reassessed the carrying value of investments during the year. The recoverable amounts are based on fair

value which reflects forecast cash flows as derived from approved budgets and plans for the next five years. The future

cash flows are based on the completed Budget 2026 and the 2027-2030 Strategic Plan. Residual values have also been

included which are based on the normalised activity cash flow plus a growth factor. The growth rate used has been 1.9%

(2024: 1.9%). The underlying assumptions of these cash flows are based on the existing contract order book,

management’s past experience and on probability ratios for new business generation. The cash flows have been

discounted using a risk-based discount rate between 12% and 14% (2024: 13% and 15%). This pre-tax discount rate is a

measure based on the 10-year UK bond rate adjusted for a risk premium to reflect both the increased risk of investments

generally in the sector.

All subsidiary undertakings are incorporated in England and Wales and operate principally in the UK (unless otherwise

indicated). Amey Power Services Limited has a branch in The Republic of Ireland. The Group’s voting rights and the interest

in their equity shares are 100% (unless otherwise indicated). All interests are held through another subsidiary undertaking

with the exception of Amey Limited, which is held directly by the Company.

Page 18

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Investments in subsidiary and joint venture undertakings (continued)


Active subsidiary undertaking	Nature of business
Amey Limited	Holding company
Accord Limited	Holding company
Amey Community Limited	Building support services
Amey Construction Limited	Highway management and maintenance
Amey Consulting Australia Pty Limited (Australia)*	Highway management and maintenance (Australia)
Amey Consulting USA, Inc. (USA)*	Highway management and maintenance (USA)
Amey Defence Services Limited*	Facilities management and buildings maintenance
Amey Defence Services (Housing) Limited*	Housing maintenance on behalf of the MOD
Amey Defence Equipment (Assets) Limited	Leasing engineering construction and materials
Amey Defence Equipment (Assets) Holdings Limited	Holding company
Amey Defence Equipment (Fleet Management) Limited	Provision of fleet equipment
Amey Defence Equipment (Services) Limited	Provision of engineering construction and materials
Amey Defence Equipment (Services) Holdings Limited	Holding company
Amey Finance Services Limited	Group insurance activities
Amey Fleet Services Limited	Specialist fleet support services
Amey Functional Support Services Limited (Republic of Ireland)	Group central services
Amey Group Information Services Limited	Group IT services
Amey Group Services Limited	Group central services
Amey Highways Limited	Highway management and maintenance
Amey Infrastructure Ireland Limited (Republic of Ireland)	Rail services, management and maintenance
Amey Investments Limited	Investment holdings
Amey LG Limited	Highway management and maintenance
Amey LUL 2 Limited*	Sub-surface rail management services
Amey Metering Limited*	Metering services
Amey OW Bahamas Limited	Professional services to highways market
Amey OW Limited*	Professional services to highways market
Amey OW Ireland Limited* (Republic of Ireland)	Professional services to highways market
Amey OW Group Limited	Holding company
Amey OWR Limited*	Professional services to rail market
Amey OWR Ireland Limited* (Republic of Ireland)	Professional services to rail market
Amey Power Services Limited*	Power network maintenance
Amey Public Services LLP (67%)*	Highway management and maintenance
Amey Rail Limited	Rail services, management and maintenance
Amey Services Limited	Payroll services
Amey TPT Limited*	Professional services to rail market
Amey Ventures Limited	Bid management
Amey Ventures Asset Holdings Limited*	Investment holdings
A.R.M. Services Group Limited*	Holding company
Byzak Limited*	Water systems maintenance
Enterprise Limited	Holding company
Enterprise (AOL) Limited*	Environmental services and highways maintenance
Enterprise (Venture Partner) Limited*	Investment holdings
Enterprise Holding Company No.1 Limited*	Holding company

Page 19

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025


7. Investments in subsidiary and joint venture undertakings (continued)

Active subsidiary undertaking	Nature of business
EnterpriseManchester Partnership Limited (80%)*	Environmental services
Enterprise Managed Services Limited*	Utilities network maintenance and environmental services
Globemile Limited*	Holding company
Seilwaith Amey Cymru/Amey Infrastructure Wales Limited*	Rail services, management and maintenance
Sherard Secretariat Services Limited	Company secretarial services
Nationwide Distribution Services Limited	Highways maintenance and other services
Premise Australia Pty Ltd*	Consulting solutions
Premise Brisbane Pty Ltd*	Consulting solutions
Premise Townsville Pty Ltd*	Consulting solutions
Premise Mackay Pty Ltd*	Consulting solutions
Premise NSW Pty Ltd*	Consulting solutions
Premise Holdings Pty Ltd*	Holding company
Turbid Pty Ltd*	Consulting solutions
Premise PNG Ltd*	Consulting solutions
B W Esler Services Pty Ltd*	Consulting solutions
Premise Company (Vietnam)*	Consulting solutions
KC Traffic and Transport Pty Ltd*	Consulting solutions
Premise Group Services Pty Ltd*	Consulting solutions

Dormant subsidiary undertaking
MRS Environmental Services Limited	Enterprise Public Services Limited *
Amey (JJMG) Limited	Premise Company Limited (Vietnam)*
TPI (Holdings) Limited*	Slough Enterprise Limited*

* indicates interest held indirectly

EnterpriseManchester Partnership Limited has financial periods ending on 31 March. This company was voluntarily struck

off the Companies register in March 2026.

The following dormant subsidiary undertakings were voluntarily struck off the Companies register in 2025:


Access Hire Services Limited	Enterprise Business Solutions 2000 Limited
Amey Environmental Services Limited	Enterprise Fleet Limited
Amey IT Services Limited	Enterprise Lighting Services Limited
Amey Mechanical and Electrical Services Limited	Enterprise Managed Services (BPS) Limited
Amey Programme Management Limited	Fleet and Plant Hire Limited
Amey Roads (North Lanarkshire) Limited	Haringey Enterprise Limited
Amey Wye Valley Limited	Heating and Building Maintenance Company Limited
Amey Technologies Limited (VTOL)	JNP Ventures Limited
Brophy Grounds Maintenance Limited	MRS St Albans Limited
C.F.M Building Services Limited	Novo Community Limited
CRW Maintenance Limited	Transportation Planning (International) Limited

Investment in joint venture undertakings

The Company’s joint venture undertakings, which are registered in England and Wales (unless otherwise indicated), and the

proportion of equity which is all held indirectly are as follows:

Page 20

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Investments in subsidiary and joint venture undertakings (continued)


Joint venture undertaking	Nature of business	Class of share held	2025 % held	2024 % held
AmeyBriggs Fleet and Equipment Limited	Secure infrastructure	Ordinary	0.0	50.0
AmeyBriggs Asset Holdings Limited	Complex Facilities	Ordinary	0.0	50.0
AmeyBriggs Assets Limited	Complex Facilities	Ordinary	0.0	50.0
AmeyBriggs Services Holdings Limited	Complex Facilities	Ordinary	0.0	50.0
AmeyBriggs Services Limited	Complex Facilities	Ordinary	0.0	50.0
Amey FMP Belfast Strategic Partnership Hold Co Limited	Managing development of schools and libraries in Northern Ireland	Ordinary	70.0	70.0
Amey FMP Belfast Strategic Partnership SP Co Limited	Managing development of schools and libraries in Northern Ireland	Ordinary	70.0	70.0
Amey Hallam Highways Holdings Limited	PFI highways concession in Sheffield	See note	3.3	3.3
Amey Hallam Highways Limited	PFI highways concession in Sheffield	See note	3.3	3.3
Amey Infrastructure Management (1) Limited	Investment holdings	See note	10.0	10.0
Amey Infrastructure Management (3) Limited	Investment holdings	See note	10.0	10.0
Amey Ventures Investments Limited	Investment holdings	Ordinary	5.0	5.0
Amey-Webber LLC (USA)	Highways maintenance	Ordinary	51.0	51.0
GEO Amey Limited	Prisoner escort and custody services	Ordinary	50.0	50.0
Integrated Bradford Hold Co Two Limited	PFI schools concession in Bradford	See note	0.6	0.6
Integrated Bradford LEP Limited	PFI schools concession in Bradford	See note	4.0	4.0
Integrated Bradford LEP Fin Co One Limited	PFI schools concession in Bradford	See note	4.0	4.0
Integrated Bradford PSP Limited	PFI schools concession in Bradford	See note	5.0	5.0
Integrated Bradford SPV Two Limited	PFI schools concession in Bradford	See note	0.6	0.6
Keolis Amey Consulting Limited	Railways maintenance	Ordinary	36.0	36.0
Keolis Amey Docklands Limited	Railways maintenance	Ordinary	30.0	30.0
Keolis Amey Metrolink Limited	Railways maintenance	Ordinary	40.0	40.0
Keolis Amey Operations/Gweithrediadau Keolis Amey Limited	Railways maintenance	Ordinary	36.0	36.0
Keolis Amey Rail Limited	Railways maintenance	Ordinary	40.0	40.0
Keolis Amey Docklands 2025 Limited	Railways maintenance	Ordinary	30.0	30.0
Scot Roads Partnership Holdings Limited (Scotland)	Highways maintenance	Ordinary	20.0	20.0
Scot Roads Partnership Project Limited (Scotland)	Highways maintenance	Ordinary	20.0	20.0
Scot Roads Partnership Finance Limited (Scotland)	Highways maintenance	Ordinary	20.0	20.0
TfW Innovation Services Limited	Railways maintenance	Ordinary	48.8	17.6

Page 21

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Investments in subsidiary and joint venture undertakings (continued)

Note – the class of share held by the Group for each of the Companies here noted is 50.1% of Ordinary shares and 10.0% of

Preference shares.

Percent held represents the overall economic interest in the joint venture undertaking.The following joint venture

undertakings, and the Company’s proportion of equity held, are held indirectly through Amey Ventures Investments Limited:


Joint venture undertaking	Nature of business	Class of share held	2025 % held	2024 % held
AHL Holdings (Manchester) Limited	PFI street lighting concession	Ordinary	2.5	2.5
Amey Highways Lighting (Manchester) Limited	PFI street lighting concession	Ordinary	2.5	2.5
AHL Holdings (Wakefield) Limited	PFI street lighting concession	Ordinary	2.5	2.5
Amey Highways Lighting (Wakefield) Limited	PFI street lighting concession	Ordinary	2.5	2.5
ALC (SPC) Limited (in voluntary liquidation)	PFI asset management concession for the MOD	Ordinary	0.0	2.5
Amey Belfast Schools Partnership Hold Co Limited	PFI schools concession	Ordinary	5.0	5.0
Amey Belfast Schools Partnership PFI Co Limited	PFI schools concession	Ordinary	5.0	5.0
Amey Lighting (Norfolk) Holdings Limited	PFI street lighting concession	Ordinary	5.0	5.0
Amey Lighting (Norfolk) Limited	PFI street lighting concession	Ordinary	5.0	5.0
Amey Roads NI Holdings Limited (Northern Ireland)	PFI highways concession in Northern Ireland	Ordinary	2.5	2.5
Amey Roads NI Limited (Northern Ireland)	PFI highways concession in Northern Ireland	Ordinary	2.5	2.5
Amey Roads NI Financial plc (Northern Ireland)	PFI highways concession in Northern Ireland	Ordinary	2.5	2.5
E4D&G Holdco Limited	PFI schools concession in Dumfries & Galloway	Ordinary	4.3	4.3
E4D&G Project Co Limited	PFI schools concession in Dumfries & Galloway	Ordinary	4.3	4.3
Integrated Bradford Hold Co One Limited	PFI schools concession in Bradford	Ordinary	1.7	1.7
Integrated Bradford SPV One Limited	PFI schools concession in Bradford	Ordinary	1.7	1.7
RSP (Holdings) Limited (Scotland)	PFI schools concession in Renfrewshire	Ordinary	1.8	1.8
The Renfrewshire Schools Partnership Limited (Scotland)	PFI schools concession in Renfrewshire	Ordinary	1.8	1.8
Services Support (Avon and Somerset) Holdings Limited	PFI courts concession in Bristol	Ordinary	1.0	1.0
Services Support (Avon and Somerset) Limited	PFI courts concession in Bristol	Ordinary	1.0	1.0

Page 22

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Investments in subsidiary and joint venture undertakings (continued)

The Company also has an interest in the following jointly controlled operations:


Jointly controlled operation	Participating subsidiary	Nature of business	2025 % held	2024 % held
Amey Black and Veatch	Byzak Limited	Water systems maintenance	50.0	50.0
Amey-Miller Glasgow Schools	Amey Construction Limited	Building support services	50.0	50.0
Amey SRM	Amey OW Limited	Highways management and maintenance	50.0	50.0
KeolisAmey	Amey Rail Limited	Rail track maintenance and renewal	70.0	70.0

The jointly controlled operations represent activities where assets have been pooled with other operators within the

contract as part of the overall venture. They do not have registered offices other than the registered office of the

participating subsidiaries. The principal place of business is Chancery Exchange, Furnival Street, London, EC4A 1AB.

All incorporated joint venture undertakings operate in the UK, with the exception of Amey-Webber LLC (USA). All joint

venture undertakings and jointly controlled operations are not held directly but are held through subsidiary undertakings.

All joint venture undertakings and jointly controlled operations have financial periods ending on 31 December, with the

exceptions of: Amey Roads NI Holdings Limited, Amey Roads NI Limited, Amey Roads NI Financial Limited, Keolis Amey

Metrolink Limited, Keolis Amey Wales Cymru Limited, Keolis Amey Operations/Gweithrediadau Keolis Amey Limited, Scot

Roads Partnership Holdings Limited, Scot Roads Partnership Project Limited, Scot Roads Partnership Finance Limited (all 31

March); Amey FMP Belfast Strategic Partnership Hold Co Limited, Amey FMP Belfast Strategic Partnership SP Co Limited

(30 June). Where a joint venture undertaking does not have a coterminous year end, interim financial statements have been

prepared.

Registered offices

The registered office of subsidiary and joint venture undertakings is Chancery Exchange, 10 Furnival Street, London, EC4A

1AB, United Kingdom. The exceptions to this are set out in the table below:

Page 23

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Investments in subsidiary and joint venture undertakings (continued)


Undertaking	Registered office (United Kingdom, unless otherwise indicated)
AHL Holdings (Manchester) Limited	8 White Oak Square, London Road, Swanley, Kent BR8 7AG
AHL Holdings (Wakefield) Limited	8 White Oak Square, London Road, Swanley, Kent BR8 7AG
ALC (FMC) Limited	The Business Debt Advisor, 18-22 Lloyd Street, Manchester M2 5WA
ALC (Superholdco) Limited	The Business Debt Advisor, 18-22 Lloyd Street, Manchester M2 5WA
ALC (Holdco) Limited	The Business Debt Advisor, 18-22 Lloyd Street, Manchester M2 5WA
ALC (SPC) Limited	The Business Debt Advisor, 18-22 Lloyd Street, Manchester M2 5WA
Amey Belfast Schools Partnership Hold Co Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey Belfast Schools Partnership PFI Co Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey Consulting Australia Pty Limited	Level 26, 181 William Street, Melbourne, VIC 3000, Australia
Amey Consulting USA, Inc.	1130 Post Oak Boulevard, Suite 1250, Houston, Texas 77056, USA
Amey FMP Belfast Strategic Partnership Hold Co Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey FMP Belfast Strategic Partnership SP Co Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey Hallam Highways Holdings Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey Hallam Highways Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey Highways Lighting (Manchester) Limited	8 White Oak Square, London Road, Swanley, Kent BR8 7AG
Amey Highways Lighting (Wakefield) Limited	8 White Oak Square, London Road, Swanley, Kent BR8 7AG
Amey Infrastructure Management (1) Limited	1 Park Row, Leeds LS1 5AB
Amey Infrastructure Management (3) Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey Lighting (Norfolk) Holdings Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey Lighting (Norfolk) Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey OW Ireland Limited	1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1 D01 YC43, Republic of Ireland
Amey OWR Ireland Limited	1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1 D01 YC43, Republic of Ireland
Amey Functional Support Services Limited (Republic of Ireland)	1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1, D01YC43, Ireland
Amey Infrastructure Ireland Limited (Republic of Ireland)	1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1D01YC43, Ireland
KC Traffic and Transport Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Australia Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Brisbane Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Group Services Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Holdings Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Mackay Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
B W Esler Services Pty Ltd (Australia)	598 Macauley Street, Albury, New South Wales 2640, Australia
Premise NSW Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise PNG Limited (Papa New Guinea)	Level 3, Office 3, Monian Tower, Douglas Street, Port Moresby, National Capital District, Papua New Guinea
Premise Townsville Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Turbid Pty Ltd (Australia)	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia

Page 24

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Investments in subsidiary and joint venture undertakings (continued)


Undertaking	Registered office (United Kingdom, unless otherwise indicated)
Premise Company Limited (Vietnam)	Room 1602, 16th Floor, Ngoc Khanh Plaza, No. 1 Pham Huy Thong, Ngoc Khanh Ward, Ba Dinh District, Hanoi, Vietnam.
Amey Roads NI Limited	Murray House, Murray Street, Belfast BT1 6DN
Amey Roads NI Holdings Limited	Murray House, Murray Street, Belfast BT1 6DN
Amey Roads NI Financial plc	Murray House, Murray Street, Belfast BT1 6DN
Amey Ventures Investments Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Amey-Webber LLC	1999, Bryan Street, Suite 900, Dallas, Texas 75201-3136, USA
E4D&G Holdco Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
E4D&G Project Co Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Fleet and Plant Hire Limited	The Matchworks, Pavilions 3 and 4, Garston, Liverpool L19 2PH
GEO Amey Limited	Unit A, Redwing Centre, Mosley Road, Trafford Park, Manchester M17 1RJ
Integrated Bradford Hold Co One Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Integrated Bradford Hold Co Two Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Integrated Bradford LEP Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Integrated Bradford LEP Fin Co One Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Integrated Bradford PSP Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Integrated Bradford SPV One Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Integrated Bradford SPV Two Limited	3rd Floor, 3-5 Charlotte Street, Manchester M1 4HB
Keolis Amey Consulting Limited	19-21 Hatton Gardens, London EC1M 8BA
Keolis Amey Docklands Limited	19-21 Hatton Gardens, London EC1M 8BA
Keolis Amey Metrolink Limited	19-21 Hatton Gardens, London EC1M 8BA
Keolis Amey Operations/Gweithrediadau Keolis Amey Limited	19-21 Hatton Gardens, London EC1M 8BA
Keolis Amey Rail Limited	19-21 Hatton Gardens, London EC1M 8BA
RSP (Holdings) Limited	Precision House, McNeil Drive, Motherwell ML1 4UR
Scot Roads Partnership Finance Limited	1e, Willow House, Kestrel View, Strathclyde Business Park, Bellshill ML4 3PB
Scot Roads Partnership Holdings Limited	1e, Willow House, Kestrel View, Strathclyde Business Park, Bellshill ML4 3PB
Scot Roads Partnership Project Limited	1e, Willow House, Kestrel View, Strathclyde Business Park, Bellshill ML4 3PB
Seilwaith Amey Cymru/Amey Infrastructure Wales Limited	Cvl Infrastructure Depot Ty Trafnidiaeth, Treforest Industrial Estate, Gwent Road, Pontypridd CF37 5UT
Services Support (Avon & Somerset) Limited	1 Park Row, Leeds LS1 5AB
Services Support (Avon & Somerset) Holdings Limited	1 Park Row, Leeds LS1 5AB
TfW Innovation Services Limited	3 Llys Cadwyn, Taff Street, Pontypridd, Rhondda Cynon Taf CF37 4TH
The Renfrewshire Schools Partnership Limited	Precision House, McNeil Drive, Motherwell ML1 4UR
Keolis Amey Docklands 2025 Limited	Milton Gate 60 Chiswell Street, London EC1Y 4AG
Amey OW Bahamas Limited	3 Bayside Executive Park, West Bay Street & Blake Road, N-4875, Nassau, The Bahamas

Page 25

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

9. Creditors


	2025	2024
	£'000	£'000
Creditors: amounts falling due within one year
Amounts owed to other fellow subsidiaries/group undertakings of the Amey UK Limited group	511,083	479,910
	511,083	479,910

10. Share capital


	2025	2024
	£'000	£'000
Balance at 31 December
Authorised:
233,878,283 Ordinary shares of £1 each	233,878	233,878
Called up, allotted and fully paid:
Ordinary shares of £1 each	233,878	233,878

On 27 March 2024, the Company issued one new additional Ordinary share of £1 each at a premium for a total value of

£60,000,000.

11. Share premium account


	2025	2024
	£'000	£'000
At 31 December	323,989	323,989

On 27 March 2024, the Company issued one new additional Ordinary share of £1 each at a premium for a total value of

£60,000,000.

12. Other equity instruments


	2025	2024
	£'000	£'000
Balance at 1 January	—	70,900
Reserves transfer on other equity instruments interest	—	(10,900)
Repayment	—	(60,000)
Balance at 31 December	—	—

On 25 July 2018, Amey UK Limited, the Company’s immediate parent company, granted a subordinated loan facility to the

Company for an amount of £60.0 million. It was a perpetual loan with an applicable interest rate of 12-month LIBOR plus 200

basis points which rose to 12-month LIBOR plus 500 basis points if Group Profits Before Interest, Tax, Depreciation and

Amortisation (‘EBITDA’) was above a set threshold. The loan had no specified maturity date but could be redeemed by the

Company at any time. The Company also had the power to delay timing of the interest payment at its sole discretion which

cannot be claimed by the lender.

As it was at the Company’s discretion to decide both the repayment of the principal and the possibility of deferring the

payment of interest, the loan did not satisfy the condition to be accounted for as a financial liability since it did not include a

contractual obligation to pay cash or other financial assets to discharge the liability. Accordingly, it was classified as an

equity instrument and recognised as ‘Other equity instrument’. The accrued interest was recognised in reserves and treated

in the same way as dividends.

On 27 March 2024, the Company used the proceeds of the share issue to repay the £60,000,000 subordinated hybrid loan

classed as an Other equity instrument. The hybrid loan facility was cancelled and any interest accounted for on the

subordinated hybrid loan was also cancelled.

Page 26

Amey Holdings Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

13. Financial and Capital commitments

The Company had no financial or capital commitments at 31 December 2025 or at 31 December 2024.

14. Contingent liabilities

As a member of the Amey UK Limited Group of Companies, the Company is a participator in bank account pooling

arrangements, HMRC UK Corporation Tax Group Payment arrangement and is jointly and severally liable with other group

companies for the total Group balance outstanding.

Losses, for which no provision has been made in these financial statements, which might arise from litigation in the normal

course of business are not expected to be material in the context of these financial statements.

There were no other contingent liabilities at 31 December 2025 or at 31 December 2024.

15. Controlling parties

The immediate parent undertaking is Amey UK Limited.

The ultimate parent undertaking, the ultimate controlling party and the largest group to consolidate these financial

statements is Project Ardent Bidco Limited.

The Company is wholly owned by both the immediate and ultimate parent undertaking.

The parent of the smallest group in which these financial statements are consolidated is Amey UK Limited, incorporated in

England and Wales.

Copies of the Project Ardent Bidco Limited or Amey UK Limited consolidated financial statements can be obtained from the

registered office as follows:

The Company Secretary

Chancery Exchange

10 Furnival Street

London EC4A 1AB

United Kingdom


Company Information	1
Strategic Report	2 to 3
Report of the Directors	4 to 5
Statement of Directors' Responsibilities	6
Independent Auditor's report	7 to 9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 to 26