wk-2025-12-31-ixbrl

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Amey Rail 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 member 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 is principally engaged in the activity of providing renewal and modification of track, signalling and electrical

infrastructure in the UK for the rail industry. 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 £229,873,000 (2024 -

£237,966,000) and a profit after tax amounting to £21,353,000 (2024 – £6,284,000), all of which arose from continuing

activities.

The Company saw a decrease of 3.4% in revenue year-on-year which reflected lower volumes associated with the Wales &

Borders contract. Tighter cost control and contract maturity has improved margin performance across key contracts.

Further, during 2024, a one off contribution to the Rail defined benefit pension scheme of £12.7m was made which

impacted gross margin. There has been no such payment in 2025.

The Directors anticipate that the Company will experience reduced levels of activity in 2026 as a number of contracts are

being novated to the newly incorporated Amey Rail Services Limited.

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

Key performance indicators

The Company's principal key performance indicators are revenue and profit after tax which are shown in the income

statement for the year set out on page 10.

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 Transport Infrastructure 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.

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Amey Rail 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 19 June 2026 and signed on its behalf by:

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

A L Nelson

Director

19 June 2026

Page 4

Amey Rail 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). The Directors do not recommend the payment of a

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 pages 2 to 3.

Directors of the Company

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

P S Anderson

K Bennett

J R Holmes

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 does not maintain its 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 Rail Limited

Report of the DirectorsAnnual Report and Financial Statements 2025

Report of the Directors for the year ended 31 December 2025 (continued)

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 19 June 2026 and signed on its behalf by:

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

A L Nelson

Director

19 June 2026

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Amey Rail 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 101 'Reduced Disclosure Framework'.

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.

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Amey Rail Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

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

Opinion

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

comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the

financial statements, including a summary of material accounting policy information.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom

Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (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 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.

Page 8

Amey Rail Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Amey Rail 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, the Companies Act 2006 and the Climate Change Act 2008.

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, management bias through judgements and

assumptions in significant accounting estimates, in particular in relation to the fraud risk related to revenue recognition

(which we pinpointed to the accuracy and valuation assertions), and significant one-off or unusual transactions.

Page 9

Amey Rail Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Amey Rail 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.

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

Justin Rodrigues (Senior Statutory Auditor)

For and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor

30 Old Bailey

London, EC4M 7AU

19 June 2026

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Amey Rail 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
Revenue	4	229,873	237,966
R&D Expenditure Credits		171	141
Cost of sales		(197,168)	(226,361)
Gross profit		32,876	11,746
Administrative expenses		(14,871)	(14,208)
Operating profit/(loss)		18,005	(2,462)
Income from fixed asset investments		1,200	1,500
Profit/(loss) before interest and taxation		19,205	(962)
Finance income	6	10,361	3,498
Finance expense	7	(645)	(1,104)
Profit before taxation	8	28,921	1,432
Tax (charge)/credit on profit	9	(7,568)	4,852
Profit for the year		21,353	6,284
Total comprehensive income for the year		21,353	6,284

The notes on pages 13 to 30 form part of these financial statements.

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Amey Rail Limited

Balance SheetAnnual Report and Financial Statements 2025

Amey Rail Limited (Registered number: 02995531 )

Balance Sheet as at 31 December 2025


		2025	2024
	Note	£'000	£'000
Tangible assets	10	3,106	3,954
Investment in subsidiary undertakings	11	535	535
Investment in joint ventures		2,614	—
		6,255	4,489
Current assets
Debtors: amounts falling due within one year	12	184,073	156,966
Debtors: amounts falling due after more than one year	12	6,799	9,195
Cash at bank and in hand		6,042	9,535
Total current assets		196,914	175,696
Creditors: Amounts falling due within one year	13	(64,765)	(59,092)
Net current assets		132,149	116,604
Total assets less current liabilities		138,404	121,093
Creditors: amounts falling due after more than one year	13	(1,802)	(2,821)
Provisions for liabilities	14	(949)	(3,972)
Net assets		135,653	114,300
Capital and reserves
Share capital	16	26,544	26,544
Share premium	17	70,000	70,000
Retained earnings		39,109	17,756
Shareholders’ funds		135,653	114,300

The financial statements were approved by the Board of Directors on 19 June 2026 and signed on its behalf by:

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

A L Nelson

Director

19 June 2026

The notes on pages 13 to 30 form part of these financial statements.

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Amey Rail 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	26,544	—	74,355	7,117	108,016
Profit for the year	—	—	—	6,284	6,284
Total comprehensive income	—	—	—	6,284	6,284
Issue of shares	—	70,000	—	—	70,000
Repayment/Cancellation of other equity instruments	—	—	(70,000)	—	(70,000)
Interest/Dividends on other equity instrument	—	—	(4,355)	4,355	—
At 31 December 2024	26,544	70,000	—	17,756	114,300


	Share Capital	Share Premium	Other equity instruments	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2025	26,544	70,000	—	17,756	114,300
Profit for the year	—	—	—	21,353	21,353
Total comprehensive income	—	—	—	21,353	21,353
At 31 December 2025	26,544	70,000	—	39,109	135,653

The notes on pages 13 to 30 form part of these financial statements.

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Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

Notes to the Financial Statements for the year ended 31 December 2025

1. General Information

The principal activity of Amey Rail Limited (the Company) is providing renewal and modification of track, signalling and

electrical infrastructure in the UK for the rail industry and it operates principally within the UK. The Company is a private

company limited by share capital , incorporated and domiciled in the UK and registered in England and Wales.

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

These financial statements have been prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure

Framework’ and the Companies Act 2006. The financial statements have been prepared under the historical cost

convention.

The following amendments to existing standards were effective for the Company from 1 January 2025. These amendments

have not had a material impact.

StandardEffective date

Amendments to IAS21 - Lack of Exchangeability 01 January 2025

The new standards, amendments and interpretations approved by the IASB and for use in the United Kingdom at 31

December 2025 but which are not applicable at this date are as follows:

StandardEffective date

IFRS 18 - Presentation and Disclosure in Financial Statements01 January 2027

IFRS 19 - Subsidiaries without Public Accountability: Disclosures 01 January 2027

IFRS 11 - Joint Arrangements 01 January 2026

IFRS 9 - Financial Instruments 01 January 2026

IFRS 7 - Financial Instruments: Disclosures 01 January 2026

Annual Improvements to IFRS Accounting Standards - Volume 1101 January 2026

The Company has not adopted these new standards, amendments and interpretations early for the year ended 31

December 2025 but will adopt them in line with the commencement date stated above. With the exception of IFRS 18, they

are not expected to have a significant impact on the company.

To understand the impact of IFRS 18, the Amey Group has carried out an assessment during the year. This assessment

highlighted a number of key areas for management to consider ahead of the January 2027 commencement date. No areas

of significant change were identified, with the findings being deemed to require moderate or mild level work input.

Management will work through these findings during 2026 in readiness.

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 Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Summary of disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as

permitted by FRS 101 “Reduced Disclosure Framework”:

• the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

• the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p),

B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

• the requirements of paragraph 33(c) of IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations;

• the requirements of IFRS 7 Financial Instruments: Disclosures;

• the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

• the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in

respect of:

– paragraph 79(a)(iv) of IAS 1;

– paragraph 73(e) of IAS 16 Property, Plant and Equipment;

– paragraph 118(e) of IAS 38 Intangible Assets;

– paragraphs 76 and 79(d) of IAS 40 Investment Property;

• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of

Financial Statements;

• the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements;

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

• the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or

more members of a group;

• IAS 36, ‘Impairment of assets’ paragraphs 134 and 135;

• IFRS 15, ‘Revenue from contracts with customers’: second sentence of paragraph 110, and paragraphs 113(a), 114, 115,

118, 119 (a) to (c), 120 to 127 and 129; and

• IFRS 16, ‘Leases’: paragraph 52, the second sentence of paragraph 89 and paragraphs 90, 91 and 93. Paragraph 58,

provided that the disclosure of details of indebtedness required by paragraph 61(c) of Schedule 1 of the Regulations is

presented separately for lease liabilities and other liabilities in total.

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 Group has access to a committed, syndicated Revolving Credit Facility with a tenor of 6.5 years. On 1 May 2025, 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.

Page 15

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Going concern (continued)

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.

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.

Page 16

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

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.

Revenue recognition

All revenue is accounted for under the requirements of IFRS 15 – Revenue from Contracts with Customers. Set out below

are specific details of the methods applied as part of this policy:

(i) General revenue recognition criterion

The first step for revenue recognition purposes is to identify the contracts and the performance obligations contained

therein. The number of performance obligations that a contract has will depend on the type of contract and the activity. In

general, the performance obligations that the Company engages in are satisfied over time and not at a specific point in time,

since the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the service

is performed.

With respect to the method for recognising revenue over time (i.e. the method for measuring progress towards complete

satisfaction of a performance obligation), the Company has established certain criteria that are applied consistently for

similar performance obligations. In this regard, the method chosen by the Company to measure the value of goods or

services for which control is transferred to the customer over time is the output method; this method is applied provided

that the progress of the work performed can be measured on the basis of the contract and during its performance.

In contracts to provide different highly interrelated goods or services in order to produce a combined output, which is

habitually the case in contracts with a construction activity, the applicable output method is that of surveys of performance

completed to date (or measured unit of work), according to which revenue is recognised corresponding to the units of work

performed and on the basis of the price allocated thereto. Under this method, on a regular basis, the units of work

completed under each contract are measured and the corresponding output is recognised as revenue. Costs of work or

services projects performed are recognised on an accrual basis, and the costs actually incurred in completing the units

performed are recognised as an expense, together with those which, even though they are expected to be incurred in the

future, have to be allocated to the units of work completed to date.

Also, in routine or recurring service contracts (in which the services are substantially the same), such as maintenance and

cleaning services, which are transferred with the same pattern of consumption over time and whose remuneration consists

of a recurring fixed amount over the term of the contract (e.g. monthly or annual payment), in such a way that the customer

receives and consumes the benefits of the services as the entity provides them, the method selected by the Company to

recognise revenue is the time elapsed output method. Under this method, revenue is recognised on a straight-line basis

over the term of the contract and costs are recognised on an accrual basis.

Lastly, only in those contracts that are not for routine or recurring services and for which the unitary price of the units to be

performed cannot be determined, use of the stage of completion measured in terms of the costs incurred (input method) is

permitted. Under this method, the entity recognises revenue based on the proportion that costs incurred to date bear to the

total costs expected to be incurred to complete the work, taking into account the expected margins of the whole project per

the latest updated budget. This method involves measuring the proportion of the costs incurred in the work completed to

date to the total costs envisaged and recognising revenue in proportion to total expected revenue. Under this method, the

proportion that contract costs incurred bear to the estimated total contract costs is used to determine the revenue to be

recognised, by reference to the estimated margin for the entire term of the contract. As indicated above, this method is only

applied to complex construction or service contracts with a fixed price (“lump sum”) in which it is not possible to break

down the units produced and measure them.

(ii) Recognition of revenue from contract modifications, claims and disputes

Contract modifications are defined as changes in the scope of the work, other than changes envisaged in the original

contract, that may result in a change in the revenue associated with that contract. Modifications to the initial contract

require the customer’s technical and financial approval before billings can be issued and the amounts relating to the

additional work can be collected. The Company does not recognise the revenue from such additional work until the

customer’s approval has been obtained. In cases where the additional work has been approved but the corresponding

change in price has not been determined, the requirement described below for variable consideration is applied: namely, to

recognise revenue for an amount with respect to which it is highly probable that a significant reversal will not occur. The

costs associated with these additional units or services performed are recognised when incurred, irrespective of whether or

not the modification has been approved.

Page 17

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Other principal accounting policies (continued)

Revenue recognition (continued)

A claim is a request for payment or compensation from the customer (for example, for compensation, reimbursement of

costs, or a legally compulsory inflation review) that is made directly to the customer. The method followed by the Company

with respect to claims is to apply the method described above for modifications, when the claims are not covered by the

contract, or the method used for variable consideration, when the claims are covered by the contract but need to be

quantified.

A dispute is the result of a disconformity or rejection following a claim made to the customer under the contract, the

resolution of which is dependent on a procedure conducted directly with the customer or a court or arbitration proceeding.

Per the criteria followed by the Company, revenue relating to disputes in which the enforceability of the amount claimed is

questioned is not recognised, and previously recognised revenue is derecognised, since the dispute demonstrates the

absence of the customer’s approval of the work completed. If the customer only questions the price, revenue recognition is

based on the criterion applied in cases of variable consideration discussed below.

Only in those cases in which there is a legal report confirming that the rights under dispute are clearly due and enforceable

and that, therefore, at least the costs directly associated with the related service will be recovered, may revenue be

recognised up to the limit of the amount of the costs incurred.

(iii) Variable consideration

If the consideration promised in a contract includes a variable amount, this amount is recognised only to the extent that it is

highly probable that a significant reversal in the amount recognised will not occur when the uncertainty associated with the

variable consideration is subsequently resolved.

(iv) Balance sheet items relating to revenue recognition: amounts recoverable on contracts/payments received on account

Unlike the method used to recognise contract revenue, the amounts billed to the customer are based on achievement of the

various milestones established in the contract and on acknowledgement thereof by the customer, which takes the form of a

contractual document called “certificate of completion” or “work order”. Thus, the amounts recognised as revenue for a

given year do not necessarily coincide with the amounts billed to or certified by the customer. In the case of contracts in

which the goods or services transferred to the customer exceed the related amount billed or certified, the difference is

recognised (as a contract asset) in an asset account called “Amounts recoverable on contracts” under “Trade and other

receivables”, whereas in contracts in which the goods or services transferred are lower than the amount billed to or certified

by the customer, the difference is recognised (as a contract liability) in a liability account called “Deferred income” under

“Trade and other payables”.

Foreign currency transactions and balances

The functional currency is the currency of the primary economic environment in which the Company operates (Pound

Sterling). Foreign currency denominated transactions and balances are translated using the exchange rate ruling at the date

of the transaction or balance. Gains or losses arising are included in the income statement as they arise.

Tangible assets

Tangible fixed assets are stated at historical cost less depreciation and impairment. Depreciation is calculated to write down

the cost less estimated residual value of all tangible fixed assets by equal annual instalments over their expected useful

lives. Freehold land and buildings are not depreciated. The rates generally applicable are:

Short leasehold land and buildings - term of the lease

Plant and machinery - 5% to 33% per annum

Page 18

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Other principal accounting policies (continued)

Leases

The Company as lessee

The Company assesses whether a contract is or contains a lease at inception of the contract. The Company recognises a

right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except

for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (less than

£5,000). For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis

over the term of the lease unless another systematic basis is more representative of the time pattern in which economic

benefits from the leased assets are consumed.

The lease liability is initially measured at the net present value of the future lease payments at the commencement date,

discounted using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental

borrowing rate. The Company has taken advantage of the practical expedients available in IFRS 16 to apply a single

discount rate to a portfolio of leases.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using

the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The lease asset is initially measured at the net present value of the future lease payments at the commencement date,

discounted using the rate implicit in the lease. The asset is subsequently depreciated over the lease term.

Investment in subsidiary undertakings

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

losses.

Investment in joint ventures

Investments by the Company in joint ventures are stated at cost less impairment.

Financial instruments

Recognition and de-recognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of

the financial instrument. Financial assets are de-recognised when the contractual rights to the cash flows from the financial

asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is de-

recognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component, and which are measured at the

transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for applicable

transaction costs. Financial assets, other than those designated and effective as hedging instruments, are classified into the

following categories: amortised cost; fair value through profit or loss (FVTPL); or fair value through other comprehensive

income (FVOCI). The classification is determined by both the Company's business model for managing the financial asset

and the contractual cash flow characteristics of the financial asset.

Subsequent measurement of financial assets

(a) Financial assets at amortised cost - financial assets are measured at amortised cost if the assets meet the following

conditions (and are not designated as FVTPL): they are held within a business model whose objective is to hold the financial

assets and collect its contractual cash flows and the contractual terms of the financial assets give rise to cash flows that

are solely payments of principal and interest.

(b) Financial assets at FVTPL - financial assets that are held within a different business model other than 'hold to collect' or

'hold to collect and sell' are categorised at FVTPL. Further, irrespective of business model, financial assets whose

contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial

instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge

accounting requirements apply (see below).

conditions: they are held under a business model whose objective is ‘hold to collect’ the associated cash flows and the

contractual terms of financial assets give rise to cash flows that are solely payments of principal and interest. Any gains or

losses recognised in other comprehensive income (OCI) will be recycled upon de-recognition of the asset.

Page 19

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Other principal accounting policies (continued)

Financial instruments (continued)

Impairment of financial assets

IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses the 'expected credit

loss (ECL) model'. Instruments within the scope of the requirements include loans and other debt-type financial assets

measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and

loan commitments and some financial guarantee contracts (for the issuer) that are not measured at FVTPL. Recognition of

credit losses is no longer dependent on the Company first identifying a credit loss event. Instead, the Company considers a

broader range of information when assessing credit risk and measuring expected credit losses, including past events,

current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows

of the instrument.

In applying this forward-looking approach, a distinction is made between: Stage 1 - financial instruments that have not

deteriorated significantly in credit quality since initial recognition or that have low credit risk; Stage 2 - financial instruments

that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low; and Stage 3 -

financial assets that have objective evidence of impairment at the reporting date. Twelve-month expected credit losses are

recognised for the first category while lifetime expected credit losses are recognised for the second category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the

expected life of the financial instrument.

(a) Trade and other receivables - trade receivables are initially recognised and carried at the lower of their original invoiced

value and recoverable amount. Balances are written off when the probability of recovery is remote. The Company makes

use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime

expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at

any point during the life of the financial instrument. The Company uses historical experience, external indicators and

forward-looking information to calculate the expected credit losses. The Company assesses impairment of trade

receivables on a collective basis. Where they possess shared credit risk characteristics, they have been grouped based on

industry sector global default rates.

(b) Intercompany loans receivable - intercompany advances to other Group companies are all held to maturity, neither party

has an option to call or prepay the loan before the contracted maturity date. Such assets are held under a business model

to hold and collect contractual cash flows and therefore meet the ‘solely payments of principal and interest’ test. No

embedded derivatives are currently recognised in these advances, and the amortised cost classification is not impacted. All

intercompany advances are assessed for impairment under the ECL model using the general approach.

Classification and measurement of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements

entered. An equity instrument is any contract that provides a residual interest in the assets of a business after deducting all

other liabilities.

The Company's financial liabilities include borrowings, trade and other payables and derivative financial instruments.

(a) Borrowings - borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are

subsequently stated at amortised cost unless they form part of a fair value hedge relationship. Any difference between the

amount initially recognised (net of transaction costs) and the redemption value is recognised in the income statement over

the period of the borrowings using the EIR method. Borrowings being novated or cancelled and re-issued, with a substantial

modification of the terms, are accounted for as an extinguishment of the original financial liability and the recognition of a

new financial liability, with any resulting gain or loss recognised in the income statement.

(b) Trade and other payables - trade and other payables are non-interest bearing and are stated at their fair value and

subsequently measured at amortised cost using the EIR method.

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.

Page 20

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Other principal accounting policies (continued)

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using either the weighted average

method or the first-in, first-out method as appropriate.

Pre-contract costs and certain other costs arising on contracts

The Company expenses all pre-contract costs and other costs where recovery is not specifically provided for in accordance

with the contract terms. The Company recognises on the balance sheet bid costs where it is virtually certain that a contract

will be obtained and the contract is expected to result in future net cash inflows with a present value greater than the

amount recognised as an asset and where recovery is specifically provided for in accordance with the contract terms.

Costs, which have been expensed, are not subsequently reinstated when a contract award is achieved.

Trade and other receivables

Trade and other receivables are amounts due from customers for services performed in the ordinary course of business.

They are initially recognised at fair value and subsequently measured at amortised cost, less provision for impairment.

Cash at bank and in hand

Cash at bank and in hand includes cash and deposits with banks. Bank overdrafts are shown within borrowings in current

liabilities.

Creditors

Obligations to pay for goods and services are recognised initially at fair value and subsequently measured at amortised

cost.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is

probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of

the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at

the reporting date and are discounted to present value where the effect is material.

Page 21

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

3. Critical accounting estimates and judgements

Accounting estimates

In the financial statements for 2025, estimates have been made to measure certain assets, liabilities, income, expenses and

obligations reported herein. These estimates relate to the following:

1. Estimates taken into consideration for the purpose of recognising revenue from contracts with customers including most

notably those associated with:

• determining whether enforceable rights exist, in order to recognise revenue;

• determining whether a contract modification has been approved;

• establishing whether the conditions for recognising revenue for variable consideration are met;

• recognising revenue in relation to a claim or a dispute;

• establishing whether the contract includes one or several performance obligations, and determining the price allocable to

each of them;

• defining for each performance obligation the applicable method for recognising revenue over time, taking into account

that, based on the accounting policy established by the Company, the preferred method is the ‘survey of performance

completed to date’ output method (units of production or based on time elapsed), and the ‘stage of completion measured

in terms of costs incurred’ input model is applied in those cases in which the services provided are not routine and

recurring services, and in which the unit price of the units of work to be performed cannot be determined;

• in the case of contracts recognised using the survey of performance completed to date method, measuring the units

completed and the price that can be allocated thereto;

• in the case of contracts recognised using the ‘percentage of completion method’ input method, defining the costs

incurred relative to total contract costs, and the expected profit margin for the contract;

• determining whether to capitalise bidding costs and mobilisation costs;

• making estimates relating to the calculation of the provision for expected losses and deferred expenses including the

level of discount rate to be applied when calculating the provision; and

• the aim of the criterion described above is to provide the most faithful depiction of the transfer of performance

obligations.

2. The assessment of possible legal contingencies

3. The assessment of possible impairment losses on certain assets

4. Business performance projections that affect the estimates of the recoverability of tax assets and the expected period

over which it is probable such assets can be recovered

Although these estimates were made on the basis of the best information available at 31 December 2025 on the events

analysed, events that take place in the future might make it necessary to change these estimates. Changes in accounting

estimates would be applied prospectively in accordance with the requirements of IAS 8 (Accounting Policies, Changes in

Accounting Estimates and Errors).

The key accounting estimates and judgements are further considered below:

Key sources of estimation uncertainty

The key assumption concerning the future, and other key sources of estimation uncertainty at the reporting period that may

have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next

financial year, are discussed below.

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 cash flows 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 11.

Page 22

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

4. Revenue

Revenue is wholly attributable to the principal activity of providing renewal and modification of track, signalling and

electrical infrastructure in the UK for the rail industry. All revenue arises solely in the UK.

The value of revenue recognised in the current year in respect of performance obligations satisfied in prior years was

£947,000 ( 2024 -£156,000 ).

5. Employees and Directors

The Company had no direct employees in either 2025 or 2024. The costs of employees of Amey Services Limited are

recharged to this Company in direct support of its trade.

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

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

of the Company's intermediate parent undertaking, Amey UK Limited, or of its fellow group undertakings, Amey Highways

Limited, Amey LG Limited and Amey OWR Limited, are disclosed in those companies’ financial statements. Their

remuneration is deemed to be wholly attributable to their services to those companies.

6. Finance income


	2025	2024
	£'000	£'000
Foreign exchange gains	1	2
Interest receivable from fellow group undertakings	10,279	3,496
Interest receivable from joint venture undertakings	81	—
	10,361	3,498

7. Finance expense


	2025	2024
	£'000	£'000
Foreign exchange losses	10	4
Other interest payable	464	884
Lease interest	171	216
	645	1,104

Page 23

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Profit before taxation

The profit before taxation is stated after charging/(crediting):


	2025	2024
	£'000	£'000
Deferred income recognised in the year	(2,483)	(4,064)
Depreciation - right of use assets	1,615	1,546
Short term and low value lease rentals:
Plant and machinery	17,037	15,029
IT licences and rentals	776	843
Cost of inventory recognised as an expense	14,396	13,141
Loss on disposal of property, plant and equipment	—	(1)
Income from investment in fixed asset	(1,200)	(1,500)

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 £151,000 (2024: £153,000).

Short term and low value lease rentals include recharge of costs incurred by fellow group undertakings on behalf of the

Company.

9. Taxation


Analysis of tax expense	2025	2024
	£'000	£'000
Current tax
Group relief payable	5,172	—
Tax - UK corporation tax	—	(281)
UK corporation tax adjustment to prior periods	—	1,548
Total current tax charge	5,172	1,267

Deferred tax - adjustment in respect of prior periods	2,396	(6,119)
Deferred tax charge/(credit)	2,396	(6,119)
Total tax expense/(income) in income statement	7,568	(4,852)

Page 24

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

9. Taxation (continued)

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 before income tax	28,921	1,432
Tax on Profit calculated at standard rate	7,230	358
Effects of:
Increase in tax from adjustment for prior periods	—	1,548
Income not taxable	(300)	(377)
Change in recognition of deferred tax on losses	638	—
Other temporary differences	—	(6,381)
Tax expense/(income)	7,568	(4,852)

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.

10. Tangible fixed assets


	Plant and Machinery	Right of use	Total
	£'000	£'000	£'000
Cost
At 1 January 2025	66	12,690	12,756
Additions	—	767	767
Disposals	—	(278)	(278)
At 31 December 2025	66	13,179	13,245
Depreciation
At 1 January 2025	(66)	(8,736)	(8,802)
Charge for the year	—	(1,615)	(1,615)
Disposals	—	278	278
At 31 December 2025	(66)	(10,073)	(10,139)

Net book value
At 31 December 2025	—	3,106	3,106
At 31 December 2024	—	3,954	3,954

Page 25

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

10. Tangible fixed assets (continued)

The Company leases properties. The average lease term is 5 years. The Company’s leasing arrangements do not have any

variable payment mechanisms and no residual values have been ascribed to the leases. The Company has not entered into

any sale or leaseback type of transaction.


	2025	2024
	£'000	£'000
Amounts recognised in profit and loss
Short Leasehold - Depreciation	(1,615)	(1,546)
Interest expense on lease liabilities	171	216

Lease liabilities

At the reporting date, the Company had outstanding commitments for future minimum lease payments under non-

cancellable operating leases, which fall due as follows:


		2025	2024
	Note	£'000	£'000
Lease Liabilities
Within one year		1,919	1,802
In the second to fifth years inclusive		1,764	2,915
After five years		—	—
Total undiscounted lease liabilities at 31 December, 2025		3,683	4,717
Impact of future finance costs		(199)	(258)
		3,484	4,459
Current	13	1,682	1,639
Non-current	13	1,802	2,821
Lease liabilities included in the Statement of Financial Position at 31 December		3,484	4,460

11. Investments


	Shares in group undertakings	Joint ventures	Total
	£'000	£'000	£'000
Cost
At 1 January 2025	535	—	535
Additions	—	2,614	2,614
At 31 December 2025	535	2,614	3,149

Carrying amount			—
At 31 December 2025	535	2,614	3,149
At 31 December 2024	535	—	535

The Company holds all of the share capital of Seilwaith Amey Cymru/Amey Infrastructure Wales Limited and Amey

Infrastructure Ireland Limited at 31 December 2025. Seilwaith Amey Cymru/Amey Infrastructure Wales Limited is

incorporated in England and Wales and operates in the UK and provides rail maintenance services. The registered office of

this company is Transport For Wales Cvl Infrastructure Depot TyTrafnidiaeth, Treforest Industrial Estate, Gwent Road,

Pontypridd, CF37 5UT, United Kingdom. Amey Infrastructure Ireland Limited is incorporated in the Republic of Ireland and

provides rail maintenance and management services. The registered office of this subsidiary undertaking is 1st Floor, The

Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1D01YC43, Ireland.

Page 26

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

11. Investments (continued)

At 31 December 2025, the Company held share capital of the following joint venture undertakings, none of which are

publicly traded and all of which are registered in England and Wales and operate in the UK:


Undertaking	Nature of business	Class of share capital held	Share capital held
Keolis Amey Docklands Limited	Railways maintenance	Ordinary	30.0%
Keolis Amey Metrolink Limited	Railways maintenance	Ordinary	40.0%
Keolis Amey Rail Limited	Railways maintenance	Ordinary	40.0%
Keolis Amey Operations / Gweithrediadau Keolis Amey Limited	Railways maintenance	Ordinary	36.0%
Keolis Amey Consulting Limited	Railways maintenance	Ordinary	36.0%
TfW Innovation Services Limited*	Railways maintenance	Ordinary	48.8%
Keolis Amey Docklands 2025 Limited	Railways maintenance	Ordinary	30.0%

*indicates indirect holding

The registered office of Keolis Amey Docklands Limited, Keolis Amey Metrolink Limited, Keolis Amey Rail Limited, Keolis

Amey Operations/Gweithrediadau Keolis Amey Limited and Keolis Amey Consulting Limited is 19-21 Hatton Gardens,

London, EC1M 8BA.

The registered office of TfW Innovation Services Limited is 3 Llys Cadwyn, Taff Street, Pontypridd, Rhondda Cynon Taf,

CF37 4UT.

The addition in 2025 relates to a loan granted to Keolis Amey Docklands 2025 Limited during the year.

Summarised financial information for the joint ventures held is as follows:


	2025	2024
	£'000	£'000
Share of revenue	69,748	75,676
Share of profit after tax	1,106	1,481
Dividends received from joint ventures	1,200	1,500

Share of gross assets	(9,104)	(2,963)
Share of gross liabilities	4,634	1,539
Share of net assets	(4,470)	(1,424)

Page 27

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

12. Trade and other receivables


		2025	2024
	Note	£'000	£'000
Amount falling due within one year:
Trade debtors		5,144	5,062
Amounts owed by group undertakings		38,939	36,999
Amounts owed by joint ventures		91	61
Amounts owed by parent undertaking of the Company		119,458	92,142
Amounts recoverable on contracts		19,791	22,290
Other debtors		171	—
Prepayments and accrued income		479	412
		184,073	156,966
Amounts falling due after more than one year:
Deferred tax asset	15	6,799	9,195
		6,799	9,195

The Company operates a large number of contracts where the payment terms and conditions vary between those

contracts. There will also be contracts starting and completing in any financial year. Significant changes in amounts

recoverable on contracts and deferred income arise in the reporting period, but no single contract is individually significant

enough to explain year on year changes in the balance sheet amounts reported.

13. Creditors


		2025	2024
	Note	£'000	£'000
Amounts falling due within one year:
Trade creditors		6,759	10,591
Amounts owed to other fellow subsidiaries/group undertakings of the Amey UK Limited group		14,508	6,894
Corporation tax		—	9
Social security and other taxes		7,487	6,128
Accruals		28,002	26,603
Deferred income		6,327	7,228
Lease liabilities	10	1,682	1,639
		64,765	59,092

Amounts falling due after more than one year:
Lease liabilities	10	1,802	2,821
		1,802	2,821

The Company operates a large number of contracts where the payment terms and conditions vary between those

contracts. There will also be contracts starting and completing in any financial year. Significant changes in amounts

recoverable on contracts and deferred income arise in the reporting period, but no single contract is individually significant

enough to explain year on year changes in the balance sheet amounts reported.

Page 28

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

14. Provisions for liabilities


	2025	2024
	£'000	£'000
Other provisions	949	3,972
	949	3,972


	Other provisions	Total
	£'000	£'000
At 1 January 2025	3,972	3,972
Utilised during the year	(3,023)	(3,023)
At 31 December 2025	949	949

Other provisions relate to obligations arising on contracts where there is a contractual requirements to deliver assets to

customers before the end of a contract. This is expected to be utilised in full during 2026.

15. Deferred tax asset


	Fixed asset timing differences	Losses recognised	Intangibles	Other timing differences	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2025	484	2,457	29	6,225	9,195
(Charged)/credited to income statement during year	315	(638)	—	(2,073)	(2,396)
At 31 December 2025	799	1,819	29	4,152	6,799

The Company has recognised a deferred tax asset in respect of deferred capital allowances and other timing differences as

the reversal of those items is foreseeable in future periods. All deferred tax assets have been recognised in full.


	2025	2024
	£'000	£'000
Deferred tax asset/liability comprises:
Fixed asset timing differences	799	484
Losses recognised	—	2,457
Intangibles	29	29
Other timing differences	4,152	6,225
Balance at 31 December	6,799	9,195

On 10 June 2021, Finance Act 2021 gained Royal Assent and included provision for the main rate of UK corporation tax to

increase to 25% on 1 April 2023. All deferred tax assets have been measured at a rate of 25% (2024- 25%).

Page 29

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

16. Share capital


	2025	2024
	£'000	£'000
Balance at 31 December
Authorised:
26,544,000 Ordinary shares of £1 each	26,544	26,544
Called up, allotted and fully paid:
Ordinary shares of £1 each	26,544	26,544
	26,544	26,544

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

£70,000,000.

17. Share premium


	2025	2024
	£'000	£'000
At 31 December	70,000	70,000

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

£70,000,000.

18. Other equity instruments


	2025	2024
	£'000	£'000
Balance at 1 January	—	74,355
Reserves transfer on other equity instruments interest	—	(4,355)
Repayment	—	(70,000)
Balance at 31 December	—	—

On 10 July 2020, an Amey group company, Enterprise Limited, granted an equity loan facility to the Company for

a total amount of £70 million. This was a perpetual loan with an applicable interest rate of 12-month LIBOR plus

200 basis points. These loans 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 could not be claimed by the

lenders. 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. The total amount of dividend interest accrued and not paid at 31 December 2025 was

£nil (2024 - £nil).

On 27 March 2024, the Company used the proceeds of the share issue to repay £560,999,999 of subordinated hybrid loans

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

subordinated hybrid loans was also cancelled.

Page 30

Amey Rail Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

19. Contingent liabilities

As a member of the Amey UK Limited Group of Companies, the Company is a participating guarantor in respect of certain

Group borrowings, bank account pooling arrangements, Group VAT registrations and HMRC UK Corporation Tax Group

Payment arrangement and is jointly and severally liable with other group companies for the total Group balances

outstanding. At 31 December 2025, the only net liability was £47,229,360 ( 2024 - £41,084,194) in respect of VAT.

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.

20. Capital commitments

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

21. Controlling parties

The immediate parent undertaking is Amey 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 30


Registered Office