wk-2025-12-31-ixbrl

Page 2

Accord 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's principal activity during the year is that of a holding company and the provision of employment services.

There have been no changes in the Company's activities during the year.

Review of business and future developments

The income statement for the year is set out on page 10 and shows revenue of £nil (2024 - £1,336,000) and a loss after tax

amounting to £712,000 (2024 – a loss of £3,205,000), all of which arose from continuing activities.

The revenue for 2024 reflects additional contributions to the pension scheme due from fellow group undertakings. This is a

one off exercise. Incidental pension related expenses were also higher than in 2024.

Management has reassessed the carrying value of investments in group undertakings and the amounts due from fellow

group undertakings for any change in the level of impairment provision against carrying value. As a result, a credit arose in

2025 in respect of the provisions against impairments of investments in subsidiary and other group undertakings of

£5,713,000 (2024 – £2,052,000).

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

£7,000,000. On the same date, the Company used the proceeds of the share issue to repay £7,000,000 of subordinated

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

the subordinated hybrid loan was also cancelled.

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

Key performance indicators

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

statement for the year set out on page 10.

Principal risks and uncertainties

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

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

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

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

Accord 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 26 June 2026 and signed on its behalf by:

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

A L Nelson

Director

26 June 2026

Page 4

Accord Limited

Strategic ReportAnnual Report and Financial Statements 2025

Report of the Directors for the year ended 31 December 2025

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

31 December 2025.

Strategic Report

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

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

Dividends

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

Directors are unable to recommend the payment of any dividend.

Energy and Carbon Performance

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

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

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

Business Relationships

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

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

Directors of the Company

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

A L Milner

A L Nelson

Directors’ indemnity

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

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

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

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

Going concern

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

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

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

basis in preparing the financial statements.

Policy on slavery and human trafficking

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

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

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

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

company, Amey UK Limited.

Page 5

Accord Limited

Strategic ReportAnnual 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 26 June 2026 and signed on its behalf by:

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

A L Nelson

Director

26 June 2026

Page 6

Accord 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

Accord Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Accord Limited

Opinion

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

comprise the Income Statement, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in

Equity and notes to the financial statements, including a summary of material accounting policy information.

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

Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting

Practice).

In our opinion, the financial statements:

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

ended; and

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial

statements” section of our report. We are independent of the company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our

other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions

that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a

period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our

opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be

materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work

we have performed, we conclude that there is a material misstatement of this other information, we are required to report

that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

statements are prepared is consistent with the financial statements; and

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

Page 8

Accord 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 the fraud risk related to revenue recognition which we pinpointed to the valuation and cut-off of year-end

work in progress (WIP) balances and whether the amounts recognized are recoverable from customers, and significant one-

off or unusual transactions.

Page 9

Accord 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

26 June 2026

Page 10

Accord Limited

Income statementAnnual Report and Financial Statements 2025

Income Statement for the year ended 31 December 2025


		2025	2024
	Note	£'000	£'000
Revenue	4	—	1,336
Cost of sales		(570)	(1,805)
Gross loss		(570)	(469)
Operating loss		(570)	(469)
Loss on disposal of investments		(200)	—
Release of provision for investments in fellow group companies	6	5,713	2,052
Profit before interest and taxation		4,943	1,583
Finance income	7	137	82
Finance expense	8	(8,308)	(6,518)
Loss before taxation	9	(3,228)	(4,853)
Tax credit on loss	10	2,516	1,648
Loss for the year		(712)	(3,205)

The notes on pages 14 to 31 form part of these financial statements.

Page 11

Accord Limited

Statement of comprehensive incomeAnnual Report and Financial Statements 2025

Statement of Comprehensive Income for the year ended 31 December, 2025


	2025	2024
	£'000	£'000
Loss for the year	(712)	(3,205)
Other comprehensive income: Items that will not be reclassified to profit or loss:
Actuarial (losses)/gains on post-employment benefit assets and obligations	(715)	1,267
Tax relating to items that will not be reclassified to profit or loss	179	(317)
Other comprehensive (expense)/income for the year, net of income tax	(536)	950
Total comprehensive expense for the year	(1,248)	(2,255)

The notes on pages 14 to 31 form part of these financial statements.

Page 12

Accord Limited

Balance SheetAnnual Report and Financial Statements 2025

Accord Limited (Registered number: 03693911)

Balance Sheet as at 31 December 2025


		2025	2024
	Note	£'000	£'000
Investment in subsidiary undertakings	11	69,169	63,656
		69,169	63,656
Current assets
Debtors: amounts falling due within one year	12	945	427
Debtors: amounts falling due after more than one year	12	1,460	2,988
Cash at bank and in hand		8	63
Total current assets		2,413	3,478
Creditors: amounts falling due within one year	13	(101,881)	(96,185)
Net current liabilities		(99,468)	(92,707)
Total assets less current liabilities		(30,299)	(29,051)
Net liabilities		(30,299)	(29,051)
Capital and reserves
Share capital	15	28,616	28,616
Share premium	16	8,508	8,508
Retained earnings		(67,423)	(66,175)
Shareholders’ deficits		(30,299)	(29,051)

The financial statements were approved by the Board of Directors on 26 June 2026 and signed on its behalf by:

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

A L Nelson

Director

26 June 2026

The notes on pages 14 to 31 form part of these financial statements.

Page 13

Accord 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	28,616	1,508	7,435	(64,355)	(26,796)
Loss for the year	—	—	—	(3,205)	(3,205)
Other comprehensive income	—	—	—	950	950
Total comprehensive expense	—	—	—	(2,255)	(2,255)
Issue of shares	—	7,000	—	—	7,000
Repayment/cancellation of other equity instruments	—	—	(7,000)	—	(7,000)
Interest/dividends on other equity instrument	—	—	(435)	435	—
At 31 December 2024	28,616	8,508	—	(66,175)	(29,051)


	Share Capital	Share Premium	Other equity instruments	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2025	28,616	8,508	—	(66,175)	(29,051)
Loss for the year	—	—	—	(712)	(712)
Other comprehensive expense	—	—	—	(536)	(536)
Total comprehensive expense	—	—	—	(1,248)	(1,248)
At 31 December 2025	28,616	8,508	—	(67,423)	(30,299)

The notes on pages 14 to 31 form part of these financial statements.

Page 14

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

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

1. General Information

The principal activity of Accord Limited (the Company) is of a holding company and the provision of employment services

and it operates principally within the UK. The Company is a private company limited by share capital, incorporated and

domiciled in the UK and registered in England and Wales.

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

Sherard Secretariat Services Limited

Chancery Exchange

10 Furnival Street

London

EC4A 1AB

United Kingdom

2. Accounting Policies

Basis of preparation

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

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

convention.

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

have not had a material impact.

StandardEffective date

Amendments to IAS21 - Lack of Exchangeability 01 January 2025

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

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

StandardEffective date

IFRS 18 - Presentation and Disclosure in Financial Statements01 January 2027

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

IFRS 11 - Joint Arrangements 01 January 2026

IFRS 9 - Financial Instruments 01 January 2026

IFRS 7 - Financial Instruments: Disclosures 01 January 2026

Annual Improvements to IFRS Accounting Standards - Volume 1101 January 2026

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

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

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

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

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

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

Management will work through these findings during 2026 in readiness.

Page 15

Accord 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.

Basis of consolidation

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

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

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

statements are separate financial statements.

Going concern

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

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

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

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

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

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

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

Page 16

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Going concern (continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and with HSBC UK Bank plc acting as agent.

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

cash on the Group balance sheet.

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

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

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

• the availability of core and ancillary financing facilities;

• compliance with banking covenants regarding net leverage;

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

• the projected future cash flows of the Group comprising:

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

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

– Reverse stress testing group liquidity resilience against extreme events;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

will remain service focused for the foreseeable future.

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

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

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

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

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

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

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

statements.

Page 17

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Other principal accounting policies

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

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

Revenue recognition

Revenue is the total amount receivable by the Company for services provided, excluding VAT.

Investment in subsidiary undertakings

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

losses.

Financial instruments

Recognition and de-recognition

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

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

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

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

Classification and initial measurement of financial assets

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

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

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

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

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

and the contractual cash flow characteristics of the financial asset.

Subsequent measurement of financial assets

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

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

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

are solely payments of principal and interest.

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

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

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

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

accounting requirements apply (see below).

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

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

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

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 18

Accord 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.

Page 19

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Cash at bank and in hand

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

liabilities.

Creditors

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

cost.

Post-employment benefit obligations - defined benefit pension schemes

The Company accounts for post-employment benefit obligations arising on defined benefit pension schemes in accordance

with IAS 19.

Pension scheme assets are measured using market values. Pension scheme liabilities are measured using the projected unit

actuarial method and are discounted at the current rate of return that the Directors consider would be available on a high

quality corporate bond of equivalent term and currency to the liability. The increase in the present value of the liabilities of

the Company's defined benefit pension schemes expected to arise from employee service in the period is charged to

operating profit. The net return on the scheme assets and the increase during the year in the present value of the scheme

liabilities arising from the passage of time is included in finance costs. The Company recognises actuarial gains and losses

directly in other comprehensive income and these are therefore shown in the statement of comprehensive income (SOCI).

Pension scheme deficits, to the extent that they are considered payable, are recognised in full and presented as part of

provisions for liabilities. To the extent that any withholding tax on a pension scheme surplus arises and which is ultimately

paid out of the scheme assets, the pension surplus is measured at the net amount after accounting for that withholding tax.

Page 20

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

3. Critical accounting estimates and judgements

Accounting estimates

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

obligations reported herein. These estimates relate to the following:

1. The assessment of possible legal contingencies

2. The assessment of possible impairment losses on certain assets

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

over which it is probable such assets can be recovered

4. The assumptions used in the actuarial calculation of pension and other obligations to employees and inherent estimation

uncertainty arising from predicting levels of mortality and inflation/discounting assumptions

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

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

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

Accounting Estimates and Errors).

The key accounting estimates and judgements are further considered below:

Key sources of estimation uncertainty

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

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

financial year, are discussed below.

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

undertakings

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

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

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

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

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

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

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

projected future cashflows and other future events.

IAS 19 Post employment benefit obligations

Post-employment benefit obligations arising on defined benefit pension schemes are accounted for in accordance with the

advice of independent qualified actuaries, but significant estimates arise with regard to the assumptions used in the

actuarial calculation of pension and other obligations to employees and inherent estimation uncertainty arises from

predicting levels of mortality and inflation /discounting assumptions.

Key judgements

Impairments of investment in subsidiary undertakings:

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

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

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

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

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

are set out in note 11.

Page 21

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

4. Revenue

Revenue is wholly attributable to the principal activity of providing employment services on behalf of Amey UK Limited

Group companies. The costs of the employees are fully recharged to other Amey UK Limited Group companies. All revenue

arises solely in the UK.

5. 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.

6. Provision for investments in fellow group companies


	2025	2024
	£'000	£'000
Release for provision for impairment in investments in shares	(5,713)	(2,052)
	(5,713)	(2,052)

Further detail on the change in investment provision recorded in the year is included in note 11.

7. Finance income


		2025	2024
	Note	£'000	£'000
Interest arising on post-employment benefit obligations	17	137	82
		137	82

8. Finance expense


	2025	2024
	£'000	£'000
Interest payable to fellow subsidiary undertakings	8,308	6,518
	8,308	6,518

Page 22

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

9. Loss before taxation

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


		2025	2024
	Note	£'000	£'000
Short term and low value lease rentals
Release of provision for investment in group companies	6	(5,713)	(2,052)
Loss on disposal of investments		200	—
(Credit)/Charges arising under post-employment benefit assets and obligations		(137)	415

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 £28,000 (2024: £28,000).

10. Taxation


Analysis of tax income	2025	2024
	£'000	£'000
Current tax
Tax - Group relief	(3,127)	(2,724)
UK corporation tax adjustment to prior periods	(316)	6
Total current tax credit	(3,443)	(2,718)

Deferred Tax - Pensions IAS 19	—	947
Deferred tax - transfers DT asset	943	—
Deferred tax charge	943	947
Change in respect of withholding tax (credit)/charge on post-employment benefit asset	(16)	123
Total tax credit in income statement	(2,516)	(1,648)

Factors affecting the tax expense

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

The differences are reconciled below:


	2025	2024
	£'000	£'000
Loss before income tax	(3,228)	(4,853)
Tax on loss calculated at standard rate	(807)	(1,213)
Effects of:
(Decrease)/increase in tax from adjustment for prior periods	(316)	6
Expenses not deductible/ (income) not taxable	51	(416)
Tax effect of asset impairment reversal not taxable in determining taxable profit	(1,428)	—
Withholding tax on post-employment benefit asset	(16)	123
Other temporary differences	—	(148)
Tax credit	(2,516)	(1,648)

Page 23

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

10. Taxation (continued)

Tax effects relating to effects of other comprehensive expense


				2025
	Gross	Deferred tax	Withholding tax	Net
	£'000	£'000	£'000	£'000
Actuarial gain on pension scheme	715	(179)	—	536

				2024
	Gross	Deferred tax	Withholding tax	Net
	£'000	£'000	£'000	£'000
Actuarial loss on pension scheme	(1,267)	—	317	(950)

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.

Withholding tax is calculated with reference to retirement benefit assets using the rate effective for the year of 25% (2024:

25%).

11. Investments


	Shares in group undertakings	Total
	£'000	£'000
Cost
At 1 January 2025	80,902	80,902
Disposals	(200)	(200)
At 31 December 2025	80,702	80,702

Provision for impairment
At 1 January 2025	17,246	17,246
Release of provision for the year	(5,713)	(5,713)
At 31 December, 2025	11,533	11,533

Carrying amount
At 31 December 2025	69,169	69,169
At 31 December 2024	63,656	63,656

Page 24

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

11. Investments (continued)

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

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

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

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

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

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

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

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

generally in the sector. As a result, a release arose in 2025 in respect of the provisions against impairments of investments

in subsidiary and other group undertakings of £5,713,000 (2024 – £2,052,000).

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

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


Undertaking	Nature of business	Class of share capital held	Share capital held
Accord Environmental Services Limited	Dormant holding Company	Ordinary	100%
Slough Enterprise Limited*	Provision of environmental services	Ordinary	100%
Enterprise (AOL) Limited	Outsourced support services, facilities management, transportation services and professional services	Ordinary	100%

* indicates indirect investment

The registered office of all subsidiary undertakings held at 31 December 2025 is Chancery Exchange, 10 Furnival Street,

London, EC4A 1AB United Kingdom.

12. Trade and other receivables


		2025	2024
	Note	£'000	£'000
Amount falling due within one year:
Amounts owed by group undertakings		945	427
		945	427
Amounts falling due after more than one year:
Deferred tax asset	14	90	1,033
Pension asset	17	1,370	1,955
		1,460	2,988

Page 25

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

13. Creditors


	2025	2024
	£'000	£'000
Creditors: amounts falling due within one year
Amounts owed to other fellow subsidiaries/group undertakings of the Amey UK Limited group	101,879	96,185
Accruals	2	—
	101,881	96,185

14. Deferred tax asset


	Fixed asset timing differences	Other timing differences	Total
	£'000	£'000	£'000
At 1 January 2024	110	923	1,033
Charged to income statement during year	(20)	(923)	(943)
At 31 December 2025	90	—	90

The Company has recognised deferred tax assets in full in respect of deferred capital allowances as the reversal of those

items is foreseeable in future periods. Deferred tax assets on trading losses held by the Company have been recognised

dependent on the availability of trading profits of the Amey Group that are expected to arise in the foreseeable future and

which can be accessed by the Company.


	2025	2024
	£'000	£'000
Deferred tax asset/liability comprises:
Fixed asset timing differences	90	—
Capital allowances	—	110
Other timing differences	—	923
Balance at 31 December	90	1,033


	2025	2024
	£'000	£'000
Unrecognised deferred tax/liability comprises:
Trading losses	193	193
	193	193

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

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

Page 26

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

15. Share capital


		2025
Authorised, issued and fully paid	Number	£'000
Balance at 1 January	28,616,242	28,616
31 December	28,616,242	28,616

16. Share premium account


	2025	2024
	£'000	£'000
At 1 January	8,508	1,508
Additions	—	7,000
31 December	8,508	8,508

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

£7,000,000.

17. Post-employment benefit obligations

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:

• Amey OS Pension Scheme

– Amey section - offered historically to former public sector employees who transferred into the Group under a variety of

public sector outsourcing contracts. As of September 2024 there are no actives remaining.

– Accord section - provided historically for those eligible employees who worked principally within Accord Limited, a

subsidiary of Enterprise Limited acquired in 2013. As of September 2024 there are no actives remaining.

Given the similar characteristics of the principal defined benefit schemes, the schemes have been combined in these

disclosures for presentational purposes.

For the schemes that are closed to new entrants but open for future accrual, the current service costs as a percentage of

pay are expected to rise significantly as active 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 2025 or 2024.

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.

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.

Page 27

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

17. Post-employment benefit obligations (continued)

The latest actuarial funding valuations of the Company’s principal defined benefit schemes have been updated by the

actuaries to 31 December 2025 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. The latest scheme funding valuations were carried out on the dates indicated below.


	Date of latest valuation
Amey OS Pension Scheme – all sections	30 September 2023

The principal actuarial assumptions used are as follows:


	2025	2024
	%	%
Rate of increase in salaries	—	3.40
Rate of increase in pensions in payment	1.75-3.60	1.75 - 3.70
Discount rate	5.50	5.50
Inflation assumption - RPI	2.85	3.15
Inflation assumption – CPI – pre 2030	1.85	2.15
Inflation assumption – CPI – post 2030	2.75	3.05

The mortality assumptions have been updated in the year and life expectancies are as follows:


	2025	2024
	Years	Years
Remaining life of members aged 65
- men	19.9 - 20.3	19.6 - 20.0
- women	22.6 - 23.4	22.5 - 23.3
Remaining life of members aged 45
- men	21.1 - 21.6	20.8 - 21.2
- women	24.0 - 24.8	23.9 - 24.7

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 13 years reflecting the appropriate split and maturity of the defined

benefit obligation between current employees, deferred members and pensioners.

The amount recognised in the balance sheet was as follows:


	2025	2024
	£'000	£'000
Present value of funded obligations	(96,427)	(97,479)
Fair value of plan assets	98,255	100,087
Net pension scheme asset before withholding taxes	1,828	2,608
Pension Asset - Withholding Taxes	(458)	(653)
Net pension scheme asset after withholding taxes	1,370	1,955

Any surpluses in the schemes have been recognised only where the Company has determined that it has a right to a refund

of surplus under IFRIC 14. Where surpluses have been recognised, the Company has also recognised the corresponding

withholding tax applicable to that surplus at the expected tax rate at the balance sheet date of 25% (2024: 25%).

Page 28

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

17. Post-employment benefit obligations (continued)

The amount recognised in the income statement was as follows:


	2025	2024
	£'000	£'000
Current service cost	—	50
Total included under staff costs	—	50
Pension scheme administration costs	537	447
Finance expense - IAS 19 Return on Assets	(137)	(82)
Withholding tax charge	(16)	123
Total income statement charge	384	538

Pension costs and credits, excluding interest, is charged to cost of sales. The best estimate of the contributions expected

to be paid to the defined benefit schemes for the next financial year is £nil (2024 - £nil) for regular payments and £335,000

(2024 - £nil) for additional top-up payments.

The amount recognised in other comprehensive income net of withholding tax was as follows:


	2025	2024
	£'000	£'000
Actuarial (losses)/gains	(715)	1,267
Withholding tax charge on the pension scheme surplus	179	(317)
Total (expense)/income recognised in the SOCI	(536)	950

Actuarial gains and losses have been reported in the SOCI. The Company's share of the actual performance of fund assets

was a increase of £3,701,000 (2024 – decrease of £5,079,000).

The movements in the net pension scheme asset after withholding taxes were as follows:


	2025	2024
	£'000	£'000
At 1 January	1,955	635
Total income statement charge	(384)	(538)
Total (expense)/income recognised in the SOCI	(536)	950
Employer contributions - regular payments	—	76
Employer contributions - additional top-up payments	335	832
At 31 December	1,370	1,955

The movements in the present value of fund obligations were as follows:


	2025	2024
	£'000	£'000
At 1 January	97,478	109,081
Service cost, including employees' share	—	55
Actuarial loss	990	838
Actuarial gains arising from changes in financial assumptions	(1,877)	(10,335)
Interest cost	5,167	4,806
Benefits paid	(5,331)	(5,076)
Deferred buy in premium	—	(1,891)
At 31 December	96,427	97,478

Page 29

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

17. Post-employment benefit obligations (continued)

The movements in the fair value of fund assets were as follows:


	2025	2024
	£'000	£'000
At 1 January	100,086	109,929
Interest on assets	5,304	4,888
Actuarial losses arising from changes in financial assumptions	(1,603)	(9,967)
Employer contributions - regular payments	—	76
Employer contributions - additional top-up payments	335	832
Contributions from employees	—	6
Benefits paid	(5,331)	(5,076)
Administration expenses paid	(536)	(447)
Assets contributed to deferred buy-in premium	—	(155)
At 31 December	98,255	100,086

The movements in the withholding taxes on the pension surpluses were as follows:


	2025	2024
	£'000	£'000
At 1 January	652	213
Withholding tax charge included in the income statement	(16)	123
- withholding tax rate change impact	(179)	317
Pension Asset - Withholding taxes	457	653

The fair values of the assets held by the various schemes were as follows:


	2025	2024
	£'000	£'000
Fixed income bonds	1,288	131
Property	101	162
Cash and cash equivalents	96,287	97,310
Other	579	2,483
	98,255	100,086

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 sensitivity of the balance sheet position to changes in the key assumptions based on a reasonable approximation of

possible changes is set out below. The sensitivities have been calculated using the same approach as at the previous year

end, which involves calculating new values for the liabilities and assets under the scenarios set out below, whilst keeping all

other assumptions constant.


	(Reduction)/increase in asset on the balance sheet (before taxes)
+0.5% change to the RPI assumption	(581)
+0.5% change to the discount rate assumed	545
-0.5% change to discount rate assumed	(654)
Members' life expectancy increases by one year	(218)

Page 30

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

17. Post-employment benefit obligations (continued)

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’ remaining non-insured assets

underperform this yield, this may cause a deficit to emerge in the schemes over time. Some of the schemes’ remaining

invested assets are held in growth assets, such as equities, property, and private equity 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, which could lead to some volatility in the balance sheet position. However, the schemes also hold a diversified

portfolio of assets to minimise this risk. Some of the schemes’ invested assets held are matching assets, including illiquid

funds and derivatives, which introduce liquidity and counterparty risks, including the potential requirement to post

collateral. These risks are managed through limits on leverage and cash buffers. Currency risks in relation to overseas

investments are managed through diversification and use of currency hedging.

The Company is consulted on investment matters and 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;

however, this will be offset by an increase in the value placed on the insurance policies. Any increase in non-insured

liabilities will be partially offset by an increase in the value of the schemes’ holdings in gilts and corporate bonds, which the

schemes hold to match some of the movement in the remaining non-insured liabilities. However, any gilt assets held will

match movement in the accounting non-insured 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 lead to a higher

value being placed on the liabilities (and corresponding insurance policies). However, there are caps on the level of

inflationary increases which protect the schemes in the extent of extreme inflation. 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 (and corresponding insurance policies) will also increase should actual inflation be higher than

assumed in the liability valuation. For the non-insured liabilities, the schemes hold some assets to match a specified

proportion of movements in inflation. The remainder of the invested assets are unaffected by (i.e. fixed interest bonds) or

loosely correlated with (i.e. equities and property) inflation. Where movements due to inflation expectations in the non-

insured liabilities are not fully matched, any increase in inflation will worsen the funding position of the schemes.

Following the Government’s announcement in November 2020 that RPI would be aligned with CPIH from 2030, the

approach for deriving the inflation assumptions has 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 (and corresponding insurance policies). This is particularly relevant where the schemes have significant

inflationary increases, as this results in a higher sensitivity to changes in life expectancy. There remains some risk in respect

of schemes’ non-insured members whose obligations are sensitive to increases in future improvements in life expectancies.

Legislative risk: Legislative changes and Court decisions could lead to increases in the schemes’ obligations. The Group

takes external legal and actuarial advice to understand the implications of changes in legislation and case law. The Group

makes a provisional charge once the effect on reported pension obligations can be determined, as was the case with GMP

equalisation in 2018 and 2020.

The Court of Appeal judgement handed down on 25 July 2024 that upheld the High Court ruling on 16 June 2023 in the

case of Virgin Media v NTL Pension Trustees II Limited (and others), potentially affects the schemes that were contracted-

out on a reference scheme basis between 6 April 1997 and 5 April 2016 and could lead to increases in the schemes’

obligations. The Government has proposed amendments to the 2026 Pension Schemes Bill, which is expected to put in

place the required legislation to enable schemes to resolve this issue. The trustee of the Amey OS Pension scheme has

commenced a high level review of deeds of amendment to identify whether there are any that are missing actuarial

certification. Once the 2026 Pension Schemes Bill secures Royal Assent, it is expected that the Scheme Actuary will be able

to retrospectively certify any deed missing certification and therefore it is not expected that there will be any increase in the

obligations. The Group has obtained legal advice that the Railways Pension scheme deeds are either compliant or out of

scope of the ruling, and therefore there is no impact on the balance sheet position. The LGPS and Citrus schemes may be in

scope but in each case it is expected the position will be resolved without any increase in obligations.

Climate risk: The schemes’ obligations could increase due to changing patterns of weather, temperature or disease. Such

issues represent a risk to long-term economic stability, with potentially wide-ranging impacts on environmental, societal

and governance issues. These risks could emerge within the schemes as lower asset values or improved life expectancy

but holding insurance policies significantly reduces any effects.

Page 31

Accord Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

18. Contingent liabilities

As a member of the Amey UK Limited Group of Companies, the Company is a participator in 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 balance outstanding. At 31 Dec 2025, the only net liability

was £47,229,360 (2024 - £41,084,194) in respect of VAT.

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

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

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

19. Capital commitments

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

20. Controlling parties

The immediate parent undertaking is Enterprise Limited.

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

statements is Project Ardent Bidco Limited.

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

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

England and Wales.

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

registered office as follows:

The Company Secretary

Chancery Exchange

10 Furnival Street

London EC4A 1AB

United Kingdom


Company Information	1
Strategic Report	2 to 3
Report of the Directors	4 to 5
Statement of Directors' Responsibilities	6
Independent Auditor's report	7 to 9
Income Statement	10
Statement of Comprehensive Income	11
Balance Sheet	12
Statement of Changes in Equity	13
Notes to the Financial Statements	14 to 31


Registered Office