Company registration number 01576947 (England and Wales)
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
COMPANY INFORMATION
Directors
John Dora
(Appointed 18 March 2025)
Richard Winstanley
Michael Bennett
Colin Charman
Mark Young
Clive Whitwham
Alan Nicholls
Andrew Smith
(Appointed 8 October 2025)
Graham Willis
(Appointed 19 November 2025)
Michael Bell
(Appointed 19 November 2025)
Secretary
Richard Winstanley
Company number
01576947
Registered office
Churchward House
Winchcombe Railway Station
Winchcombe
Gloucestershire
GL54 5LD
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
Bankers
National Westminister Bank Plc
31 Promenade
Cheltenham
Gloucestershire
GL50 1LE
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
CONTENTS
Page
Chairman's report
1
Strategic report
2 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 25
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
CHAIRMAN'S REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 1 -

The year to 31 January 2026 has been one of measured transition and steady progress. Since taking on the role of Chairman in March, I have been struck by the depth of experience across the railway and the willingness of volunteers and staff alike to offer practical support and sound judgement. Running a heritage railway to modern safety and governance standards remains a complex undertaking, much of it unseen by the travelling public. Inspection, maintenance, training and compliance underpin every operating day, and I remain grateful to all who quietly ensure that trains run safely and reliably.

From a trading perspective, 2025 proved more challenging than expected. Passenger numbers fell to just under 93,000 compared with almost 100,000 the previous year, a reduction of around 6–7%, with regular ticket sales particularly affected by economic pressures on discretionary spending and by periods of extreme summer heat. Special events produced mixed results: the Steam Gala was well supported but did not reach the previous year’s levels, while the Diesel Gala and Autumn Showcase both performed strongly. The Santa operation was again a notable success and an important contributor to revenue. Careful pricing and cost control mitigated much of the impact of reduced footfall, and catering and retail both delivered solid performances. The 2026 budget is framed on rebuilding passenger numbers to around 105,000, with particular emphasis on regular and group travel. Alongside this, the business is making further investment in its marketing function, as part of a wider set of initiatives to support the recovery in passenger numbers and increase footfall.

During the year Neil Carr stepped down as Operations Manager, and I record the Board’s thanks for his contribution. Others have stepped forward to take on additional responsibilities, and transitions have been handled with professionalism. We were pleased to welcome Graham Willis to the Board as HR Director, strengthening our focus on volunteer engagement and workforce planning. A Volunteer Operations Directorate has been established to provide clearer coordination across operating disciplines, and a dedicated Signalling and Telecommunications Manager has been appointed to oversee this safety-critical area within a more structured management arrangement.

This AGM will be the last for Richard Winstanley as Finance Director before, as he has said, “retiring properly”. Richard’s association with the railway has been long and deeply embedded, culminating in his tenure as Finance Director during some of the most testing years in our history. Through the uncertainty and financial strain of the Covid period, he played a central role in safeguarding the railway’s solvency, securing external support, maintaining firm control of expenditure, and ensuring that we were able to resume operations from a position of stability. His command of the detail, insistence on financial discipline, and willingness to make difficult decisions have been instrumental in keeping the railway on a sound footing. On behalf of the Board and shareholders, I record our sincere thanks for his commitment and stewardship over many years, and wish him well in his well-earned retirement.

Progress has continued towards reopening Broadway Signal Box, an important step in reinforcing both operational resilience and the authenticity of the heritage offer at the northern end of the line. Alongside this, infrastructure, rolling stock and estates teams have continued with renewals, inspections and overhaul work, often in demanding circumstances. Given the number of initiatives under way, a small Programme Office has been created to provide oversight and clearer reporting across major projects, while leaving delivery firmly in the hands of departmental teams and volunteers.

External pressures remain — from weather variability to cost inflation and the continuing challenge of recruiting and retaining skilled volunteers — but the railway has demonstrated resilience. With careful stewardship, disciplined management and the continued commitment of our people, I am confident that Gloucestershire Warwickshire Steam Railway plc is well placed to strengthen its position in the year ahead.

John Dora
Chairman
23 April 2026
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 2 -

The directors present the strategic report for the year ended 31 January 2026.

Review of business

Our Strategy

The Company’s strategy is to own, operate and enhance the leading visitor attraction comprising a heritage railway in Gloucestershire and south Worcestershire. The railway is principally staffed by volunteers but is professionally managed. The strategy envisages the recreation of travel by steam or diesel-hauled trains in the 1950’s. Appropriate corporate governance is maintained to ensure the railway is financially viable and operated to a safe and high standard. The Company does not own any locomotives but hosts a resident fleet of locomotives that are hired-in from third party owners.

Financial Overview

The number of passengers carried during 2025/26 was below last year at 93,000 (last year: 99,600). The principal factors that triggered the reduction were fewer families visiting the railway due to lower discretionary incomes and the challenging impact of 4 heatwaves that undermined train services. Selective increases in ticket and event prices meant that total turnover increased slightly to £2.72 million (last year: £2.68 million). We could not repeat the success of the 2024 steam gala with the interesting new-build locomotives, while the diesel gala benefitted from the visit of a popular locomotive. The popular Santa Experience and revenues from catering and retail outlets were important contributors to this result.

While loco hire fees increased in line with inflation in line with their operating agreements, both coal and diesel prices were relatively stable during the year.

The company continues to operate in accordance with its strategy as a volunteer-led railway supported by a dedicated central staff who deal with mostly technical, operational, financial and commercial matters. At the end of the year, there were 12 core employees of whom 3 were fulltime. In addition, there are paid temporary seasonal staff at the Cotswold Halt café at Toddington.

There were no significant repairs or interventions required to the company’s infrastructure during the year but following the heavy rains of winter 2025/26 a slip occurred at Gotherington which will be repaired in H1 2026. Elsewhere, repairs were made to key turn-outs along the line and the first stage of the replacement of the signal cable between Gotherington and Cheltenham Racecourse was completed, partly funded by the Gloucestershire Warwickshire Railway Trust.

The company owns most of the carriages used in railway operations and these are maintained and refurbished in the Carriage and Wagon workshop at Winchcombe. At present, carriages are not stored under cover and it remains an objective of the company to remodel the layout of Winchcombe yard and provide appropriate covered storage.

Overall, the company generated a positive EBITDA which shows that cash income exceeded cash expenditure. However, the result is converted to an accounting loss principally by the inclusion of depreciation on the company’s fixed assets.

The repayment of the support loans and mortgage on Churchward House was maintained throughout the year. The first covid support loan of £250,000 will be fully repaid in April 2026 while the second covid support loan of £200,000 should be fully repaid in 2027.

Looking ahead to 2026, ensuring the availability of steam locomotives to operate the timetables is more challenging as there are fewer working steam locomotives in the UK than in the past that are available for hire. For this railway, this could impact the availability of steam-hauled services in the short term while 3 resident steam locomotives are under major overhaul by their owners.

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 3 -

Principal Risks and Uncertainties

The Board regularly reviews the business risks that may impact the Company. Risks are evaluated and recorded in the Company’s Risk Register. Four principal risks have been identified this year. These risks and the mitigating actions being taken by the Board are as follows:

1. Insufficient income generated from ticket, event and other revenue sources is insufficient to cover the railway’s direct costs, overheads and expenses and other financial obligations.

The Board mitigates this risk by ensuring the financial viability of the company is maintained by setting a budget that maximises revenues across all revenue streams to cover the costs of operating the company. Where funding falls short, safety-related and training expenditure is prioritised.

2. The company is unable to attract sufficient volunteers with relevant skills and experience to meet its objectives of being a volunteer-led but professionally managed high quality visitor attraction operating a heritage railway.

New volunteers are sought by regular recruitment programs with the objective of maintaining a sufficient inflow of volunteers.

3. The financing of the upkeep of infrastructure dating from 1906 which has to be undertaken in order to ensure the safe operation of the railway.

This is mitigated by competent persons undertaking regular inspection and assessment of the railway’s infrastructure leading to a focussed maintenance program.

4. Continuation of war, for example in the Persian Gulf, reduces visitors and/or available volunteers or staff due to disruption in the economy.

While the viability of all visitor attractions may be significantly impacted by the decisions of Government, the company will do its utmost to attract paying visitors to the railway but may have to be flexible and adjust its offering.

Future Progress

Notwithstanding the Board may have to take difficult decisions in the short term, there are many development and upgrade projects that can be undertaken when funds are available. The next scheduled rail-over-road bridge significant repair to be undertaken by the company is planned for winter of 2026/27. At the same time, major repairs to a road-over-rail bridge at Winchcombe which is not owned by the company is also planned. The company will need to be vigilant to ensure that there is no disruption to the important rail services provided during the Cheltenham Festival. At Toddington, extension of the platforms to fully accommodate 7 coach rakes is expected to be undertaken by volunteers .

There are a wide range of other projects which will only proceed when funding becomes available.

On behalf of the board

Richard Winstanley
Director
23 April 2026
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 4 -

The directors present their annual report and financial statements for the year ended 31 January 2026.

Principal activities

The principal activity of the company in the year under review was that of the restoration and operation of a heritage railway trading as the 'Gloucestershire Warwickshire Steam Railway'.

Directors

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

John Dora
(Appointed 18 March 2025)
Richard Winstanley
Michael Bennett
Colin Charman
Mark Young
Clive Whitwham
Graham Plant
(Resigned 14 April 2025)
Alan Nicholls
Andrew Smith
(Appointed 8 October 2025)
Graham Willis
(Appointed 19 November 2025)
Michael Bell
(Appointed 19 November 2025)
Results and dividends

The results for the year are set out on page 9.

In accordance with the Articles of Association no dividends will be distributed for the year ended 31 January 2026.

Directors' interests

The directors' interests in the shareholding of the company as at the date of this report are shown below:

Number of shares
John Dora
500
Richard Winstanley
3,000
Michael Bennett
6,000
Colin Charman
100
Mark Young
100
Clive Whitwham
1,350
Alan Nicholls
100
Andrew Smith
3,150
Graham Willis
100
Michael Bell
100
Future developments

The company plans to continue to operate for the foreseeable future.

Auditor

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

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 5 -
Statement of disclosure to auditor

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

On behalf of the board
Richard Winstanley
Director
23 April 2026
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
- 6 -
Opinion

We have audited the financial statements of Gloucestershire Warwickshire Steam Railway PLC (the 'company') for the year ended 31 January 2026 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 January 2026 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC (CONTINUED)
- 7 -
Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Based upon our understanding of Gloucestershire Warwickshire Steam Railway PLC and its industry, we identified that the principle risks of non-compliance with laws and regulations related to the UK tax legislation, health and safety regulations, anti-bribery, corruption and fraud, anti-money laundering, GDPR, and we considered the extent to which non-compliance might have had a material effect on the financial statements. We also consider those laws and regulations that have a direct impact on the preparation of financial statements, such as the Companies Act 2006.

We evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the override of controls) and determined that the principle risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the release of capital grants from GWR Trust, and significant one-off or unusual transactions.

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

- Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations;

- Communicating identified laws and regulations throughout our 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.

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC (CONTINUED)
- 8 -

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

Colm McGrory FCA (Senior Statutory Auditor)
For and on behalf of Ormerod Rutter Limited, Statutory Auditor
Chartered Accountants
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
23 April 2026
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
- 9 -
2026
2025
Notes
£
£
Turnover
3
2,717,837
2,674,741
Cost of sales
(1,453,481)
(1,577,146)
Gross profit
1,264,356
1,097,595
Administrative expenses
(1,404,841)
(1,535,090)
Other operating income
115,650
404,827
Operating loss
5
(24,835)
(32,668)
Interest receivable and similar income
7
68
2,232
Interest payable and similar expenses
8
(24,434)
(21,281)
Loss before taxation
(49,201)
(51,717)
Tax on loss
9
-
0
-
0
Loss for the financial year
(49,201)
(51,717)

The Profit And Loss Account has been prepared on the basis that all operations are continuing operations.

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
BALANCE SHEET
AS AT
31 JANUARY 2026
31 January 2026
- 10 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
10
7,799,199
7,855,660
Current assets
Stocks
11
64,917
66,818
Debtors
12
125,897
150,457
Cash at bank and in hand
118,349
121,437
309,163
338,712
Creditors: amounts falling due within one year
13
(545,541)
(497,601)
Net current liabilities
(236,378)
(158,889)
Total assets less current liabilities
7,562,821
7,696,771
Creditors: amounts falling due after more than one year
Loans and overdrafts
15
178,437
284,512
Obligations under finance leases
16
30,229
41,232
Other creditors
13,125
-
0
Deferred income
19
1,514,869
1,509,271
(1,736,660)
(1,835,015)
Net assets
5,826,161
5,861,756
Capital and reserves
Called up share capital
20
3,839,538
3,825,932
Revaluation reserve
21
466,777
466,777
Profit and loss reserves
21
1,519,846
1,569,047
Total equity
5,826,161
5,861,756
The financial statements were approved by the board of directors and authorised for issue on 23 April 2026 and are signed on its behalf by:
Richard Winstanley
Director
Company registration number 01576947 (England and Wales)
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 11 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 February 2024
3,795,745
466,777
1,620,764
5,883,286
Year ended 31 January 2025:
Loss and total comprehensive income
-
-
(51,717)
(51,717)
Issue of share capital
20
30,187
-
-
30,187
Balance at 31 January 2025
3,825,932
466,777
1,569,047
5,861,756
Year ended 31 January 2026:
Loss and total comprehensive income
-
-
(49,201)
(49,201)
Issue of share capital
20
13,606
-
-
13,606
Balance at 31 January 2026
3,839,538
466,777
1,519,846
5,826,161
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
- 12 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
268,718
305,696
Interest paid
(24,434)
(21,281)
Net cash inflow from operating activities
244,284
284,415
Investing activities
Purchase of tangible fixed assets
(119,631)
(341,681)
Proceeds from disposal of tangible fixed assets
7,474
36,019
Interest received
68
2,232
Net cash used in investing activities
(112,089)
(303,430)
Financing activities
Proceeds from issue of shares
13,606
30,187
Repayment of bank loans
(137,886)
(138,118)
Payment of finance leases obligations
(11,003)
53,877
Net cash used in financing activities
(135,283)
(54,054)
Net decrease in cash and cash equivalents
(3,088)
(73,069)
Cash and cash equivalents at beginning of year
121,427
194,496
Cash and cash equivalents at end of year
118,339
121,427
Relating to:
Cash at bank and in hand
118,349
121,437
Bank overdrafts included in creditors payable within one year
(10)
(10)
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
- 13 -
1
Accounting policies
Company information

Gloucestershire Warwickshire Steam Railway PLC is a public company limited by shares incorporated in England and Wales. The registered office is Churchward House, Winchcombe Railway Station, Winchcombe, Gloucestershire, United Kingdom, GL54 5LD.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

The company produces annual budgets and forecasts which take into account expected changes in the trading performance, and the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis.true

1.3
Turnover

Turnover is recognised on the day which travel takes place, or when the goods and services are supplied. Turnover is stated net of value added tax and sales discounts.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Buildings
1% Straight Line
Vehicles, plant and equipment
10-25% Straight Line
Track
2-10% Straight Line
Rolling stock
4% Straight Line

Freehold land and assets in the course of construction are not depreciated.

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

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 14 -
1.5
Impairment of fixed assets

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

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

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

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

1.6
Stocks

Stocks represent items either held for resale or, as consumable items, for the delivery of events and train services. Stocks are valued at the lower of cost and net realisable value after making adjustments for obsolete and slow-moving items.

1.7
Cash and cash equivalents

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

1.8
Financial instruments

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 15 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

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

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

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

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

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

1.10
Employee benefits

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

1.11
Retirement benefits

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

1.12
Leases

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

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

Rentals payable under operating leases are charged against income on a straight line basis over the period of the lease.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 17 -
2
Judgements and key sources of estimation uncertainty

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2026
2025
£
£
Turnover analysed by class of business
Ticket sales
1,357,820
1,332,017
Train charters
81,438
69,626
Driving experience courses
58,717
52,722
Santa specials
281,384
292,035
Catering receipts
620,993
631,137
Shop sales
82,819
72,097
Steam and diesel galas
185,537
197,699
Sundry income
49,129
27,408
2,717,837
2,674,741
2026
2025
£
£
Other significant revenue
Interest income
68
2,232

Turnover arises entirely within the United Kingdom.

4
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
8,328
8,083
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 18 -
5
Operating loss
2026
2025
Operating loss for the year is stated after charging/(crediting):
£
£
Donations and grants received
(84,451)
(380,115)
Depreciation of owned tangible fixed assets
168,378
168,895
Loss/(profit) on disposal of tangible fixed assets
240
(1,023)
Operating lease payments - loco hire
335,732
316,741

6
Employees

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

2026
2025
Number
Number
Operations
17
16
Administration
7
6
Total
24
22

Their aggregate remuneration comprised:

2026
2025
£
£
Wages and salaries
475,005
454,948
Social security costs
52,901
33,545
Pension costs
9,221
8,583
537,127
497,076

The directors of the company do not receive any remuneration.

7
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
68
2,232
2026
2025
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
68
2,232
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 19 -
8
Interest payable and similar expenses
2026
2025
£
£
Interest on financial liabilities measured at amortised cost
Interest on bank overdrafts and loans
24,434
21,281
9
Taxation

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

2026
2025
£
£
Loss before taxation
(49,201)
(51,717)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
(12,300)
(12,929)
Tax effect of expenses that are not deductible in determining taxable profit
3,702
57,158
Tax effect of income not taxable in determining taxable profit
(7,817)
(55,644)
Unutilised tax losses carried forward
12,479
10,820
Depreciation in excess of capital allowances
3,936
595
Taxation charge for the year
-
-
10
Tangible fixed assets
Buildings
Assets under construction
Vehicles, plant and equipment
Track
Rolling stock
Total
£
£
£
£
£
£
Cost or valuation
At 1 February 2025
5,806,373
13,694
634,248
3,030,626
232,716
9,717,657
Additions
10,973
-
0
64,221
-
0
44,437
119,631
Disposals
(7,145)
-
0
(1,600)
-
0
-
0
(8,745)
Transfers
29,439
(13,694)
(15,745)
-
0
-
0
-
0
At 31 January 2026
5,839,640
-
0
681,124
3,030,626
277,153
9,828,543
Depreciation and impairment
At 1 February 2025
366,455
-
0
386,997
981,675
126,870
1,861,997
Depreciation charged in the year
49,227
-
0
37,401
71,319
10,431
168,378
Eliminated in respect of disposals
(71)
-
0
(960)
-
0
-
0
(1,031)
At 31 January 2026
415,611
-
0
423,438
1,052,994
137,301
2,029,344
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
10
Tangible fixed assets
Buildings
Assets under construction
Vehicles, plant and equipment
Track
Rolling stock
Total
£
£
£
£
£
£
(Continued)
- 20 -
Carrying amount
At 31 January 2026
5,424,029
-
0
257,686
1,977,632
139,852
7,799,199
At 31 January 2025
5,439,918
13,694
247,251
2,048,951
105,846
7,855,660

In 1983, Gloucestershire Steam Railway plc entered into certain practical and financial obligations to secure any costs incurred by Gloucestershire County Council (the "Council”) in the repair of certain road bridges which cross the Railway, and in default thereof the Council has the right to exercise such obligations at the expense of the Railway. The Council entered into Agreement only on an undertaking by the Railway by way of an indemnity comprising a legal charge in favour of the Council over 7.842 acres of land adjacent to the running line at Toddington railway station and 3.358 acres adjacent to the running line at Winchcombe railway station.

Included in land and buildings is freehold land at valuation of £246,000 (2025: £246,000) which is not depreciated. The valuation was carried out on the basis of depreciated replacement cost by Messrs Bruton Knowles in January 1998.

11
Stocks
2026
2025
£
£
Goods held for resale
36,925
33,182
Consumable items
27,992
33,636
64,917
66,818
12
Debtors
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
11,042
1,705
Other debtors
25,464
83,053
Prepayments and accrued income
89,391
65,699
125,897
150,457
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 21 -
13
Creditors: amounts falling due within one year
2026
2025
Notes
£
£
Bank loans and overdrafts
15
103,325
135,136
Obligations under finance leases
16
12,645
12,645
Trade creditors
171,103
118,913
Taxation and social security
10,532
8,159
Deferred income
19
128,583
56,827
Other creditors
96,230
103,418
Accruals
23,123
62,503
545,541
497,601
14
Creditors: amounts falling due after more than one year
2026
2025
Notes
£
£
Bank loans and overdrafts
15
178,437
284,512
Obligations under finance leases
16
30,229
41,232
Deferred income
19
1,514,869
1,509,271
Other creditors
13,125
-
0
1,736,660
1,835,015
15
Loans and overdrafts
2026
2025
£
£
Bank loans
281,752
419,638
Bank overdrafts
10
10
281,762
419,648
Payable within one year
103,325
135,136
Payable after one to five years
178,437
284,512
281,762
419,648
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
15
Loans and overdrafts
(Continued)
- 22 -

Contained within bank loans are:

- Mortgage loan account is secured by fixed charges over Churchward House, Winchcombe Railway Station, Winchcombe, Gloucestershire and its associated assets. It is repayable in instalments over ten years from August 2019 at an interest rate of 3.15% per annum over base rate. The mortgage loan account was subsequently renegotiated on 4th February 2022 to an interest rate of 4.33% fixed for 3 years, converting to 3.15% per annum over base rate thereafter. The mortgage loan account was further renegotiated on 4th February 2025 to an interest rate of 7.77%, fixed for three years, converting to 3.15% per annum over base rate thereafter.

- First Coronavirus Business Interruption Loan is secured and is repayable in instalments over 6 years from May 2021 at an interest rate of 2.08% fixed for 5 years, converting to 1.75% per annum over base rate thereafter. The loan is secured over land and buildings of the company.

- Second Coronavirus Business Interruption Loan is secured and is repayable in instalments over 6 years from June 2022 at an interest rate of 2.46% fixed for 5 years, converting to 1.88% per annum over base rate thereafter. The loan is secured over land and buildings of the company.

16
Asset purchase contracts
2026
2025
Future minimum lease payments due under asset purchase contracts:
£
£
Within one year
12,645
12,645
In two to five years
30,229
41,232
42,874
53,877
17
Secured debts
The following secured debts are included within creditors:
2026
2025
£
£
Asset purchase contracts
42,874
53,877
Bank loans
281,752
419,638
324,636
473,525
Asset purchase contracts are secured against the assets to which they relate.
Bank loans are secured by way of a fixed and floating charge over all assets of the company.
GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 23 -
18
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
9,221
8,583

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

19
Deferred income
2026
2025
£
£
Other deferred income
1,643,452
1,566,098

Deferred income is included in the financial statements as follows:

Current liabilities
128,583
56,827
Non-current liabilities
1,514,869
1,509,271
1,643,452
1,566,098

Deferred grant income represents grants received from Gloucestershire Warwickshire Railway Trust. Grants for revenue items with no unfulfilled conditions or other contingencies attached are recognised as income when received. Grants for capital items, whereby conditions are attached, are accounted for via the accrual model and amounts are released to the profit or loss account to coincide with the economic benefits gained from the respective assets.

20
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Share of £1 each
3,839,538
3,825,932
3,839,538
3,825,932

The Company has one class of share. Each share has equal voting rights at general meetings and the Company Articles of Association explicitly exclude any distributions either by way of dividend or winding up of the Company.

During the year the company issued 13,606 Ordinary A shares of £1 each.

21
Reserves

Profit and losses reserves represent the accumulated profits and losses from the current and prior periods.

Revaluation reserve represents surpluses and deficits arising from revaluation of freehold land and buildings.

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 24 -
22
Operating lease commitments
Lessee

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

2026
2025
£
£
Within one year
155,520
191,820
23
Related party transactions
Remuneration of key management personnel

As the Company’s aim is to be volunteer led but professionally managed, no director receives any form of remuneration or dividend from the Company. Apart from administrative, key operational and some technical managers, most managers are volunteers who do not receive any form of remuneration.

Transactions with related parties

During the year the company entered into the following transactions with related parties:

2026
2025
£
£
Received from GWR Trust
95,124
325,274

The following amounts were outstanding at the reporting end date:

2026
2025
Amounts due from related parties
£
£
Received from GWR Trust
-
42,480
24
Gloucestershire Warwickshire Railway Trust

Monies received from Gloucestershire Warwickshire Railway Trust ("GWRT") are secured via debenture over all fixed and floating assets of the company. The amount secured is depreciated on an annual basis according to a fixed formula. In the event of the company ceasing to trade, the amount then shown as secured by way of this debenture will be repayable to GWRT.

GLOUCESTERSHIRE WARWICKSHIRE STEAM RAILWAY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 25 -
25
Analysis of changes in net debt
1 February 2025
Cash flows
31 January 2026
£
£
£
Cash at bank and in hand
121,437
(3,088)
118,349
Bank overdrafts
(10)
-
(10)
121,427
(3,088)
118,339
Borrowings excluding overdrafts
(419,638)
137,886
(281,752)
Lease liabilities
(53,877)
11,003
(42,874)
(352,088)
145,801
(206,287)
26
Cash generated from operations
2026
2025
£
£
Loss after taxation
(49,201)
(51,717)
Adjustments for:
Finance costs
24,434
21,281
Investment income
(68)
(2,232)
Loss/(gain) on disposal of tangible fixed assets
240
(1,023)
Release of capital grants
(23,208)
(21,899)
Depreciation and impairment of tangible fixed assets
168,378
168,895
Movements in working capital:
Decrease in stocks
1,901
20,932
Decrease in debtors
24,560
283,807
Increase/(decrease) in creditors
21,120
(271,323)
Increase in deferred income
100,562
158,975
Cash generated from operations
268,718
305,696
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