The directors present the strategic report for the year ended 31 December 2025.

The Directors consider the following to be the primary financial indicators:

The Company continues to monitor revenue growth, margin performance, cash flow and balance sheet strength as key indicators of financial sustainability.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The Company’s principal activities during the year were the provision of booking, fulfilment and distribution services for rail journeys to business partners across the UK rail sector, and providing support services for other companies within the SilverRail Technologies, Inc. group. 

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

The directors aim to maintain the management policies which have resulted in the company's performance and growth over the years.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

Details of directors' share options are as follows:

Mr A Gowell:

Options outstanding at 1st January 2025:        34,054,326

Options outstanding at 31st December 2025:        34,054,326

The share options have an exercise price of $0.0292 per share. At the reporting date 32,506,783 were vested. The balance vests by 19th December 2026.

All options expire 10 years after grant.

Mr C Jones:

Options outstanding at 1st January 2025:        9,742,658

Options outstanding at 31st December 2025:        9,742,658

The share options have an exercise price of $0.0292 per share. At the reporting date 9,537,144 were vested. The balance vests by 19th December 2026.

All options expire 10 years after grant.

The company's risks are managed at the SilverRail Technologies Inc. board level.

The company undertakes research and development activities to develop its software provision.

Trading

The Company has successfully on-boarded two significant customers in 2026 which should enable the Company to return to profitability within the next two years.

Letter of guarantee

As a condition of its retail license, the Company has provided a letter of guarantee to an overseas rail company amounting to €10,000 (2025: €nil).

The guarantee was issued by HSBC bank on behalf of the Company. Under the terms of this guarantee, the bank is authorised to make demands upon the Company if the Company fails to pay its liabilities to the overseas rail company.

The directors do not anticipate that any material liabilities will arise from this guarantee. The maximum exposure for the Company under these unexpired guarantees is €10,000. The facility is due to renew annually until such time that either party wishes to exit.

There were no further significant events after the Balance Sheet date.

In accordance with the company's articles, a resolution proposing that Benee Consulting Limited be reappointed as auditor of the company will be put at a General Meeting.

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

The Company reduced its operating loss from £1.5m in 2024 to £1.1m in 2025. Administrative savings of £1.5m were achieved from the restructuring undertaken in 2024, but these were offset by increased royalty charges (£0.2m), increased consultancy costs (£0.1m), further restructuring costs (£0.3m) and a year-on-year reduction of realised foreign exchange gains of £0.6m. A new customer signed terms in 2025 which will increase the annual revenue from the middle of 2026 onwards, and this contract launched successfully in February 2026. A further significant contract was finalised in early 2026 and went live at the end of July 2026.  These two contracts, alongside the Company’s existing customers, should enable the Company to return to profitability within two years. The parent company received further investment in 2025 which will enable the Company to meet all of its liabilities for at least the next 12 months.

The parent company of the Company, SilverRail Technologies, Inc., has indicated willingness to provide financial support to the Company if required for a period until at least 31st August 2027. Furthermore, the former parent company, Expedia, Inc. has indicated that it will not demand repayment of any indebtedness arising under certain promissory notes due from SilverRail Technologies, Inc. except upon the occurrence of an event of default or a change in ownership.  Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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). 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 then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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.

We have audited the financial statements of SilverRail Technologies UK Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' 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.

In the 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.

As explained more fully in the directors' responsibilities statement, 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.

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

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

SilverRail Technologies UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Minton Place, Victoria Road, Bicester, Oxfordshire. OX26 6QB. The trading address of the company is Floor 2, 27 Maiden Lane, London WC2E 7JS.

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company reduced its operating loss from £1.5m in 2024 to £1.1m in 2025. Administrative savings of £1.5m were achieved from the restructuring undertaken in 2024, but these were offset by increased royalty charges (£0.2m), increased consultancy costs (£0.1m), further restructuring costs (£0.3m) and a year-on-year reduction of realised foreign exchange gains of £0.6m. A new customer signed terms in 2025 which will increase the annual revenue from the middle of 2026 onwards, and this contract launched successfully in February 2026. A further significant contract was finalised in early 2026 and went live at the end of July 2026.  These two contracts, alongside the Company’s existing customers, should enable the Company to return to profitability within two years. The parent company received further investment in 2025 which will enable the Company to meet all of its liabilities for at least the next 12 months.true

The parent company of the Company, SilverRail Technologies, Inc., has indicated willingness to provide financial support to the Company if required for a period until at least 31st August 2027. Furthermore, the former parent company, Expedia, Inc. has indicated that it will not demand repayment of any indebtedness arising under certain promissory notes due from SilverRail Technologies, Inc. except upon the occurrence of an event of default or a change in ownership.  Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The total turnover of the company for the year has been derived from its principal activity undertaken in the UK and the rest of Europe.

The company is controlled by its parent, SilverRail Technologies, Inc., to provide services within specific contracted regions. The company is remunerated by its parent and fellow group companies for these services.

Intercompany revenue is based on a cost plus service agreement recognised at cost plus 7% (2024: 7%).

The company is also contracted directly for services, external revenue is an annual fixed fee recognised on a straight-line basis over the term of the contract.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 35 months.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

The company participates in a share-based payment arrangement granted to its employees and employees of its fellow group companies from its ultimate parent company Silverrail Technologies, Inc.

The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense from the group recognised in its consolidated accounts.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

The expense in relation to options over the parent company's shares granted to employees from its parent is recognised by the company as a capital contribution, and represents an increase in the parent's investment in the company.

For share based payments the company elected to take a transition exemption when transitioning to new UK GAAP. Therefore, the fair value adjustments for share based payments are only recognised for grants which occurred after 31st December 2015, the last reporting date under old UK GAAP.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

A share based payment expense is recognised in respect of share options granted to the company's employees, these options are over the equity of the Parent company. This expense is recognised based on the fair value of the awards at the grant date and recognised as an expense over the period when the awards are expected to vest. The fair value at the grant date is measured using the Black-Scholes Option Pricing model which is based on the market value of the Parent's equity.

Management have taken reliable independent advice to determine their judgements and estimates.

Cost plus remuneration is derived from its parent by virtue of a cost plus agreement, whereby attributable costs, excluding interest and foreign exchange differences, are reimbursed with a mark up of 7%.

Interest income arises on intercompany debt.

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

Their aggregate remuneration comprised:

Redundancy payments in the year, inclusive of employers social security, and pension costs totalled £429,750 (2024: £656,383).

There were no key management personnel other than the directors.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2024 - 2).

The highest paid director has been entitled to receive shares under a long term incentive scheme during the year.

No directors exercised any share options during the year (2024 - 0).

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

Included in debtors is accrued income due to the company from its parent totalling £1,244,187 (2024: £1,346,181).

Included in debtors is accrued income due to the company from a related party totalling £358,633 (2024: £0).

Included in amounts owed by group undertakings are amounts owed by the parent company totalling £0 (2024: £1,230,068). Amounts owed from the parent undertaking were repayable on demand, unsecured and subject to interest at 5%.

On 26th March 2025, the company entered into a Notification of Offsetting of Intercompany Balances, and on the same date offset an amount owed from its parent company totalling £3,876,500 to a fellow group company, in turn reducing its liability to the fellow group company by the same amount.

Also included in amounts owed by group undertakings are amounts owed by fellow group companies totalling £1,173,800 (2024: £281,819). Amounts owed by fellow group undertakings are repayable on demand, unsecured and not subject to interest.

At the reporting date the company had an unrecognised deferred tax asset totalling £1,445,264 (2024: £1,273,030).

Included in amounts owed to group undertakings are amounts owed to the parent company totalling £6,163,868 (2024: £0). Amounts owed from the parent undertaking are repayable on demand, unsecured and subject to interest at 5%.

On 26th March 2025, the company entered into a Notifciation of Offsetting of Intercompany Balances, and on the same date offset an amount owed from its parent company totalling £3,876,500 to a fellow group company, in turn reducing its liability to the fellow group company by the same amount.

All other amounts due to fellow group undertakings are repayable on demand, unsecured and not subject to any interest.

A deferred tax asset has not been recognised on the basis that the company continues to make losses.

At the reporting date the company had an unrecognised deferred tax asset totalling £1,445,264 (2024: £1,273,070).

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

Included in the charge for the year, are amounts due on termination totalling £21,875. (2024: £0).

At the balance sheet date the company had outstanding pension commitments totalling £30,930 (2024: £43,514).

The company's immediate controlling party SilverRail Technologies, Inc. offers a stock option plan which is available to all SilverRail Technologies UK Limited employees.

The stock option plan is an equity settled plan, which gives the option to acquire shares at a minimum exercise price of $0.0292 per option share. This plan is available to employees of SilverRail Technologies, Inc. and its subsidiaries. The options may only be exercised if the employee remains employed by SilverRail Technologies UK Limited. The option will lapse on the earliest of the tenth anniversary of date of grant or if granted on or after the amended effective date, the five year expiration date.

The options vest annually over a period between 2 and 4 years.

The maximum term of the options granted is 10 years, or if granted after the amended effective date, 5 years and 100 days.

During the prior year the Group modified the plan to change the exercise price from $0.040 per share to $0.0292 per share for grants awarded in 2022 and still outstanding at the modification date.

During the year no (2023: nil) options were granted. The total options outstanding at the balance sheet date was 71,294,755 (2024: 76,557,830), of which 66,819,802 (2024: 60,318,794) had vested.

During the year the company recognised a share based payment expense totalling £114,926 (2024: £183,978).

These financial statements depart from the requirements of the FRS in that the company has not disclosed information relating to Section 26 'Share Based Payments', paragraphs 26.18(b), 26.19-26.21 and 26.23. Management have concluded that the financial statements prepared provide a true and fair view of the business.

The equity reserve represents contributions awarded to the company from its parent.

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

Trading

The Company has successfully on-boarded two significant customers in 2026 which should enable the Company to return to profitability within the next two years.

Letter of guarantee

As a condition of its retail license, the Company has provided a letter of guarantee to an overseas rail company amounting to €10,000 (2025: €nil).

The guarantee was issued by HSBC bank on behalf of the Company. Under the terms of this guarantee, the bank is authorised to make demands upon the Company if the Company fails to pay its liabilities to the overseas rail company.

The directors do not anticipate that any material liabilities will arise from this guarantee. The maximum exposure for the Company under these unexpired guarantees is €10,000. The facility is due to renew annually until such time that either party wishes to exit.

There were no further significant events after the Balance Sheet date.

During the year the company bought services from Jeremy Thompson trading as Thompson Properties, a close family member of a director of the company, totalling £2,331, (2024: £100,445). There was no amount outstanding owed to Jeremy Thompson at the current reporting date (2024: £0).

The company has taken advantage of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the parent company or any wholly owned subsidiary undertaking of the group.

The parent company is SilverRail Technologies, Inc. a company incorporated in the U.S.A, by virtue of their 100% shareholding.

The ultimate controlling party is A Gowell and C Jones, by virtue of their majority ownership of SilverRail Technologies, Inc.