Revenue is mainly attributable to the principal activity of highways management and maintenance. 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 £— (2024 -£—).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.—————————————————————————————————Intangible assets amortisation was recorded as cost of sales in the income statement.The intangible asset on development costs arose in respect of the rights to receive third party revenue forming part of a 25-year contract and was being amortised over the remaining term before being fully impaired in full at 31 December, 2024.——————————————————————————————————————————————————————————————————————————————The Company leases properties. The average lease term is 16 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.————44Amounts due to fellow group undertakings are payable on demand and do not bear interest. There is no difference between the book value and the fair value of amounts owed to group undertakings.————————————————————The contract loss and claims provision represent settlement agreements and estimated future losses arising from disputes and contract obligations.  Future loss provisions of £45,773,000 are held at 31 December, 2024.  Further information in relation to individual contracts has not been disclosed due to the commercial sensitivity of these matters.  The total provision also included provision made in prior years relating to the discounted settlement payments on the agreed exit from the Birmingham City Council Highways PFI Contract with £25,000,000 million remaining at 31 December, 2023, which was fully settled in January 2023.  The contract loss provision will be utilised over a period of up to fifteen years.  Contract loss provisions have been discounted at a rate of 3% per annum (2023: 3%).The hand back provision arises in respect of obligations arising on contracts where there is a contractual requirement to deliver assets to customers before the end of a contract with £6.4 million expected to be utilised within one year and the balance utilised over a period of up to eight years.————————————————————————Deferred tax assets have been recognised on trading losses carried forward to the extent that those losses are anticipated to be utilised via generation of future profits as based on the projections of the Amey Group over a period of up to three years.————————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- 25.0%The Company operates a number of defined contribution pension schemes for the benefit of employees and the Directors. Trustees or product providers administer the assets of the funded schemes in funds independent from those of the Company. Pension costs in respect of schemes offering defined benefits are assessed in accordance with the advice of independent, qualified actuaries. External professional pension administrators normally conduct the administration of these schemes. The Company sponsors a number of defined benefit pension schemes, offering benefits based on an employee’s final salary.  The assets for these schemes are held in separate, trustee administered funds.  The principal defined benefit schemes are as follows:•West Yorkshire Pension Fund, the Company has a liability to this scheme for former eligible Wakefield Council employees who transferred into the Company under TUPE transfer arrangements•West Midlands Pension Fund, the Company has a liability to this scheme for former eligible Walsall Council employees who transferred into the Company under TUPE transfer arrangementsGiven the similar characteristics of the principal defined benefit schemes, the schemes have been combined in these disclosures for presentational purposes.The current service costs as a percentage of pay are expected to rise significantly as members approach retirement.The Company’s various defined benefit pension schemes are regulated by The Pensions Regulator under the UK regulatory framework.  The corporate Trustees of the schemes are responsible for carrying out triennial funding valuations, with the advice of an independent, qualified actuary, in order to set the contributions due to the schemes.  The Trustees are also responsible for ensuring that the schemes are appropriately managed and that members’ benefit entitlements are secure.  The Trustees’ other duties include administration of scheme benefits and investment of scheme assets (subject to appropriate consultation with the Group).  The Group works closely with the Trustees to manage the pension schemes but has no representation on the Trustee Boards. No past service costs/credits have been recognised in respect of plan amendments during 2024 or 2023. Both of the schemes are now essentially closed to new members. The Company has determined that it has a right to the refund of surplus on wind-up from each of the principal defined benefit pension schemes and has therefore recognised any balance sheet surpluses that have emerged at the balance sheet date. Where surpluses have been recognised, the Company has also recognised the corresponding withholding tax applicable to that surplus at the anticipated rate of 25%.The Company is also a participating employer in the Local Government Pension Scheme (LGPS).  The Company accounts for its share of the separately identified assets and liabilities of the LGPS and the Company cannot be held liable for the obligations of other entities that participate in this scheme and as such only makes contributions in respect of its sections.  The Company’s share of the liabilities in these LGPS Funds is immaterial compared to the overall liabilities of the principal defined benefit pension schemes and therefore this has been aggregated with the principal schemes.The latest actuarial funding valuations of the Company’s principal defined benefit schemes have been updated by the actuaries to 31 December, 2024 on a basis consistent with the requirements of IAS 19. In particular, scheme liabilities have been discounted using the rate of return on high quality bonds rather than the expected rate of return on the assets used in the scheme funding valuations.West Yorkshire Pension Fund31 March, 2023West Midlands Pension Fund31 March, 2023————————————The duration of a scheme is an indicator of the weighted-average time until benefit payment will be made. For the schemes in aggregate, the weighted average duration is around 14.0 years reflecting the appropriate split and maturity of the defined benefit obligation between current employees, deferred members and pensioners.——————————————The best estimate of the contributions expected to be paid to the defined benefit schemes for the next financial year is £— (2024 -£—) for regular payments and £— (2024 -£—)for additional top-up payments.——88,253————————————————————————————————————————————————————————The assets held by the various schemes do not directly include any of the Company or Group’s own financial instruments, nor any property occupied by, nor any other assets used by the Company or Group.All of the schemes hold a proportion of their assets in liability-matching asset classes in order to either partially or fully hedge for movements in interest rates and inflation. The asset-liability matching strategies are not measured against the accounting position and as such the changes in assets to market movements may not match the movement in accounting liability.The key risks impacting the Company’s pension schemes are set out below:Investment risk: The Schemes’ accounting liabilities are calculated using a discount rate set with reference to the yield available on high-quality corporate bonds as required by the standard.  If the Schemes’ assets underperform this yield, this will cause a deficit to emerge in the Schemes over time.  The Schemes hold growth assets, such as equities, property and hedge funds.  These asset classes are expected to outperform corporate bonds over the long-term but are more volatile and generate risk for the Schemes in the short-term.  However, the Schemes hold a diversified portfolio of assets to minimise this risk.  The Company has ensured that a robust investment management framework is in place to mitigate as much as possible the risks associated with the investment strategy.Changes in bond yields: A decrease in corporate bond yields will increase the value placed on the Schemes’ liabilities.  This will be partially offset by an increase in the value of the Schemes’ holdings in gilts, corporate bonds and insurance policies, which the Schemes hold in order to match some of the movement in their liabilities.  However, some of the assets held to match movements in liabilities are held to match movements in gilt yields.  This will match movement in the accounting liabilities to the extent that the corporate bond yields move alongside gilt yields.  As such the Schemes are exposed to movement in the spread between gilt yield and corporate bond yields.Inflation risk: Many of the Schemes’ benefits are linked to inflation so higher expectations of future inflation leads to a higher value being placed on the liabilities.  However, there are caps on the level of inflationary increases which protect the Schemes in the extent of extreme inflation.  The Schemes each hold assets to match a specified proportion of movements in inflation.  The remainder of the assets are unaffected by (i.e. fixed interest bonds) or loosely correlated with (i.e. equities and property) inflation, meaning that an increase in inflation will also increase the deficit.  The extent to which the Schemes’ liabilities move due to inflation varies on a scheme-by-scheme basis, influenced by the benefits provided by the individual pension schemes.  Liabilities will also increase should actual inflation be higher than expected in the liability valuation.Following the Government’s announcement in November 2020 that RPI would be aligned with CPIH from 2030, the approach for deriving the inflation assumptions was changed.  There is a different approach to pre- and post- 2030 assumptions with a term-dependent approach for deriving the CPI assumption and the Inflation Risk Premium was decreased from 0.4% in 2022 to 0.3% for 2022 and onwards.Life expectancy: The Schemes’ obligations are to provide benefits for the life of the member after retirement and their spouse following the member’s death.  As a result, higher life expectancies will lead to a higher value being placed on the liabilities.  This is particularly relevant where the Schemes have significant inflationary increases, as this results in a higher sensitivity to changes in life expectancy.  The Company notes that this is a risk to which any defined benefit pension scheme is exposed.(a) Issue of share capitalOn 27 March 2024, the Company issued one new additional Ordinary share of £1 at a premium for a total value of £5,000,000.(b) Repayment of Other equity InstrumentsOn 27 March 2024, the Company used the proceeds of the share issue to repay £5,000,000 of subordinated hybrid loan 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.c) Repayment of investment in subordinated loans to fellow group undertakingsOn 27 March 2024, the Company’s fellow group undertakings, Enterprise Limited and Amey LG Limited, repaid the £99,045,000 investment in subordinated loans and the facilities were cancelled. No interest was received in respect of these loans. Following this, management carried an assessment of the recoverable amounts of the investments in subsidiary undertakings and its value in use and compared against the carrying amount of its investments. As a result of this exercise, management recorded a credit of £53,508,000 in respect of the provisions against impairments of investments in subordinated loans (2024 – a credit of £14,112,000).1 January 202531 December 202531 December 2025TrueFull accountsAuditedFRS 101FalseTruePounds sterlingEnglishTrue0.000.00The Workiva 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REGISTERED NUMBER: 04602504 (England and Wales)
Annual Report and
Financial Statements  for the year ended 31 December 2025
for
Amey LUL 2 Limited
Amey LUL 2 Limited
ContentsAnnual Report and Financial Statements 2025
Contents of the Financial Statements for the year ended 31 December 2025
2 to 3
4 to 5
7 to 9
12 to 18
Page 1
Amey LUL 2 Limited
Company InformationAnnual Report and Financial Statements 2025
Company Information for the year ended 31 December 2025
Directors
P Birch
A L Nelson
Company Secretary
Sherard Secretariat Services Limited
Registered Office
Chancery Exchange
10 Furnival Street
London
EC4A 1AB
United Kingdom
Auditor
Forvis Mazars LLP
30 Old Bailey
London
EC4M 7AU
United Kingdom
Page 2
Amey LUL 2 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 was previously a holding company for intercompany investments, however following the repayment of those
in 2024 it no longer has any principal activity.
Review of business and future developments
The Company has not traded during the current or preceding financial year and accordingly no income statement has been
presented. 
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 indicator is profit after tax which is shown in the statement of comprehensive
income 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 Central Services division of the Group.
Financial risk management
A discussion of the objectives and policies employed in managing risk and the Company’s use of financial instruments can
be found in the Amey UK Limited Annual Report and Financial Statements for the year ended 31 December 2025 as the
Company is subject to the application of Group-wide policies and practices when assessing financial risk.
The Company does not hold any cash flow hedge derivative financial instruments. There is no material financial risk arising
on the assets and liabilities held by the Company.
Page 3
Amey LUL 2 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 LUL 2 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 dividend was declared or paid during the year (2024 - £88,500,000). The Directors do not recommend the payment of a
final dividend.
Energy and Carbon Performance
The Company has taken exemption from reporting on Energy and Carbon Performance as this information is included in the
consolidated Annual Report and Financial Statements of Amey UK Limited, of which this Company is a member. Full
disclosure can be found in the Amey UK Limited Annual Report and Financial Statements for 2025.
Business Relationships
The Directors have had regard to the need to foster the company’s business relationships with stakeholders. This is
explained further within the s172 statement in the strategic report on page 3.
Directors of the Company
The Directors who held office during the year and up to the date of this Report were as follows:
P Birch
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
As discussed in note 2, due to the Company no longer holding investments or actively trading, the financial statements are
prepared on a basis other than going concern. This has no impact on the value of assets or liabilities on the balance sheet at
31 December 2025.
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.
Page 5
Amey LUL 2 Limited
Report of the DirectorsAnnual Report and Financial Statements 2025
Statement as to disclosure of information to the auditor
So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act
2006) of which the Company's auditor is unaware, and each Director has taken all the steps that he or she ought to have
taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Auditors
Forvis Mazars LLP has been appointed as Auditor and has expressed their willingness to continue in office as Auditor. In
accordance with s487 of the Companies Act 2006, Forvis Mazars LLP will be re-appointed as Auditor to the Company.
Approved by the Board on 19 June 2026 and signed on its behalf by:
.........................................
A L Nelson
Director
19 June 2026
Page 6
Amey LUL 2 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.
Page 7
Amey LUL 2 Limited
Independent auditor's reportAnnual Report and Financial Statements 2025
Independent Auditor’s report to the members of Amey LUL 2 Limited
Opinion
We have audited the financial statements of Amey LUL 2 Limited (the ‘company’) for the year ended 31 December 2025
which comprise 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 result 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.
Emphasis of Matter – Financial statements prepared on a basis other than Going concern
We draw attention to note 2 to the financial statements which explains that the entity has ceased trading and the directors
therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial
statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in
note 2. Our opinion is not modified in respect of this matter.
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 LUL 2 Limited
Independent auditor's reportAnnual Report and Financial Statements 2025
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, overstatement of assets, understatement of
expenses/liabilities, management bias through judgements and assumptions in significant accounting estimates in particular
in relation to significant one-off or unusual transactions.
Page 9
Amey LUL 2 Limited
Independent auditor's reportAnnual Report and Financial Statements 2025
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged
fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and
detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection
of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal
controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit report
This report is made solely to the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company’s members as a body for our audit
work, for this report, or for the opinions we have formed.
.............................................
Uzair Khan (Senior Statutory Auditor)
For and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London, EC4M 7AU
19 June 2026
Page 10
Amey LUL 2 Limited
Balance SheetAnnual Report and Financial Statements 2025
Amey LUL 2 Limited (Registered number: 04602504)
Balance Sheet as at 31 December 2025
2025
2024
Note
£'000
£'000
Current assets
Debtors: amounts falling due within one year
6
11,060
11,060
Cash at bank and in hand
4
4
Total Current assets
11,064
11,064
Net current assets
11,064
11,064
Total assets less current liabilities
11,064
11,064
Net assets
11,064
11,064
Capital and reserves
Share capital
7
6,000
6,000
Share Premium
8
5,000
5,000
Retained earnings
64
64
Shareholders’ funds
11,064
11,064
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 12 to 18 form part of these financial statements.
Page 11
Amey LUL 2 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
6,000
—
5,311
88,253
99,564
Issue of shares
—
5,000
—
—
5,000
Repayment/Cancellation of other equity
instruments
—
—
(5,000)
—
(5,000)
Dividend paid during the year
—
—
—
(88,500)
(88,500)
Interest/Dividends on other equity instrument
—
—
(311)
311
—
At 31 December 2024
6,000
5,000
—
64
11,064
Share
Capital
Share
Premium
Other
equity
instruments
Retained
earnings
Total
£'000
£'000
£'000
£'000
£'000
At 1 January 2025
6,000
5,000
—
64
11,064
At 31 December 2025
6,000
5,000
—
64
11,064
The notes on pages 12 to 18 form part of these financial statements.
Page 12
Amey LUL 2 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 Company was previously a holding company for intercompany investments, however following the repayment of those
in 2024 it no longer has any principal activity. The company operates wholly 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.
Page 13
Amey LUL 2 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
As a consequence of the Company no longer holding investments or actively trading, the financial statements are prepared
on a basis other than going concern. This has no impact on the value of assets or liabilities on the balance sheet at
31 December 2025. The directors have also assessed the impact of preparing the financial statements on a basis other than
going concern, and have noted that existing accounting policies for assets, liabilities, income and expenses as described in
note 2, remain appropriate.
Page 14
Amey LUL 2 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.
Creditors
Obligations to pay for goods and services are recognised initially at fair value and subsequently measured at amortised
cost.
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).
(c) Financial assets at FVOCI - the Company accounts for financial assets at FVOCI if the assets meet the following
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.
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.
Page 15
Amey LUL 2 Limited
Notes to the Financial StatementsAnnual Report and Financial Statements 2025
2. Accounting Policies (continued)
Financial instruments (continued)
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.
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.
Page 16
Amey LUL 2 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:
(i) The assessment of possible legal contingencies
(ii) The assessment of possible impairment losses on certain assets
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
No key sources of estimation uncertainty have been identified during the preparation of these financial statements.
Key judgements
No key judgements have been identified during the preparation of these financial statements.
4. Employees and Directors
The Company had no direct employees in either 2025 or 2024.
No Directors were remunerated through the Company in either 2025 or 2024.
Details of the remuneration of the Directors, whose services are of a non-executive nature and who are also directors of the
Company's intermediate parent undertaking, Amey UK Limited, are disclosed in that company's financial statements. Their
remuneration is deemed to be wholly attributable to their services to that company. The emoluments of other Directors are
paid by the parent group. Their remuneration is deemed to be wholly attributable to their services to the parent group as a
whole.
5. Profit before taxation
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 £13,000 (2024: £16,000).
6. Trade and other receivables
2025
2024
£'000
£'000
Amount falling due within one year:
Amounts owed by parent undertaking of the Company
11,060
11,060
11,060
11,060
Amounts owed by group undertakings are repayable on demand and do not bear interest. There is no difference between
the book value and the fair value of amounts owed by group undertakings.
Page 17
Amey LUL 2 Limited
Notes to the Financial StatementsAnnual Report and Financial Statements 2025
7. Share capital
2025
2024
£'000
£'000
Balance at 31 December
Authorised:
6,000,002 Ordinary shares of £1 each
6,000
6,000
Called up, allotted and fully paid:
Ordinary shares of £1 each
6,000
6,000
6,000
6,000
On 27 March 2024, the Company issued one new additional Ordinary share of £1 at a premium for a total value of
£5,000,000.
8. Share premium account
2025
2024
£'000
£'000
At 31 December
5,000
5,000
5,000
5,000
On 27 March 2024, the Company issued one new additional Ordinary share of £1 at a premium for a total value of
£5,000,000.
9. Other equity instruments
2025
2024
£'000
£'000
Balance at 1 January
—
5,311
Reserves transfer on other equity instruments interest
—
(311)
Repayment
—
(5,000)
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 £5.0 million. This was a perpetual loan with an applicable interest rate of 12-month LIBOR plus 200 basis points.
This loan had no specified maturity date but could be redeemed by the Company at any time. The Company also had the
power to delay timing of the interest payment at its sole discretion which cannot be claimed by the 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 interest accrued and not paid on the other equity instrument at 31 December 2025 was £nil (2024:
£nil).
On 27 March 2024, the Company used the proceeds of the share issue to repay £5,000,000 of subordinated hybrid loan
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 18
Amey LUL 2 Limited
Notes to the Financial StatementsAnnual Report and Financial Statements 2025
10. Contingent liabilities
As a member of the Amey UK Limited Group of Companies, the Company is a participating guarantor in respect of 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 £47,299,360 ( 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.
11. Capital commitments
The Company had no capital commitments at 31 December 2025 or at 31 December 2024.
12. 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