12,61539,816——12,61539,8165119,8995119,899—————————————————————————————————Intangible assets amortisation was recorded as cost of sales in the income statement.The intangible asset on development costs arose in respect of the rights to receive third party revenue forming part of a 25-year contract and was being amortised over the remaining term before being fully impaired in full at 31 December, 2024.—3,0843,084————3,0843,084—3,0843,084————3,0843,084——————630265———On 10 July 2019, a fellow Amey group company, Enterprise Limited, granted an equity loan facility to the Company for a total amount of £30.0 million. This was a perpetual loan with an applicable interest rate of 12-month LIBOR plus 200 basis points. This loan had no specified maturity date but could be redeemed by the Company at any time. The Company also had the power to delay timing of the interest payment at its sole discretion which cannot be claimed by the lenders. As it was at the Company’s discretion to decide both the repayment of the principal and the possibility of deferring the payment of interest, the loan did not satisfy the condition to be accounted for as a financial liability since it did not include a contractual obligation to pay cash or other financial assets to discharge the liability. Accordingly, it was classified as an equity instrument and recognised as “Other equity instrument”. The accrued interest was recognised in reserves and treated in the same way as dividends.On 27 March 2024, the Company used the proceeds of the share issue to repay £30,000,000 of subordinated hybrid loans classed as an Other equity instrument. The hybrid loan facilities were cancelled and any interest accounted for on the subordinated hybrid loans was also cancelled.The total amount of dividend interest accrued and not paid at December 31, 2025 was nil (2024 - £—).December 31, 2025December 31, 2025—The Company operates a number of defined contribution pension schemes for the benefit of employees and the Directors. Trustees or product providers administer the assets of the funded schemes in funds independent from those of the Company. Pension costs in respect of schemes offering defined benefits are assessed in accordance with the advice of independent, qualified actuaries. External professional pension administrators normally conduct the administration of these schemes. The Company sponsors a number of defined benefit pension schemes, offering benefits based on an employee’s final salary.  The assets for these schemes are held in separate, trustee administered funds.  The principal defined benefit schemes are as follows:•West Yorkshire Pension Fund, the Company has a liability to this scheme for former eligible Wakefield Council employees who transferred into the Company under TUPE transfer arrangements•West Midlands Pension Fund, the Company has a liability to this scheme for former eligible Walsall Council employees who transferred into the Company under TUPE transfer arrangementsGiven the similar characteristics of the principal defined benefit schemes, the schemes have been combined in these disclosures for presentational purposes.The current service costs as a percentage of pay are expected to rise significantly as members approach retirement.The Company’s various defined benefit pension schemes are regulated by The Pensions Regulator under the UK regulatory framework.  The corporate Trustees of the schemes are responsible for carrying out triennial funding valuations, with the advice of an independent, qualified actuary, in order to set the contributions due to the schemes.  The Trustees are also responsible for ensuring that the schemes are appropriately managed and that members’ benefit entitlements are secure.  The Trustees’ other duties include administration of scheme benefits and investment of scheme assets (subject to appropriate consultation with the Group).  The Group works closely with the Trustees to manage the pension schemes but has no representation on the Trustee Boards. No past service costs/credits have been recognised in respect of plan amendments during 2024 or 2023. Both of the schemes are now essentially closed to new members. The Company has determined that it has a right to the refund of surplus on wind-up from each of the principal defined benefit pension schemes and has therefore recognised any balance sheet surpluses that have emerged at the balance sheet date. Where surpluses have been recognised, the Company has also recognised the corresponding withholding tax applicable to that surplus at the anticipated rate of 25%.The Company is also a participating employer in the Local Government Pension Scheme (LGPS).  The Company accounts for its share of the separately identified assets and liabilities of the LGPS and the Company cannot be held liable for the obligations of other entities that participate in this scheme and as such only makes contributions in respect of its sections.  The Company’s share of the liabilities in these LGPS Funds is immaterial compared to the overall liabilities of the principal defined benefit pension schemes and therefore this has been aggregated with the principal schemes.The latest actuarial funding valuations of the Company’s principal defined benefit schemes have been updated by the actuaries to 31 December, 2024 on a basis consistent with the requirements of IAS 19. In particular, scheme liabilities have been discounted using the rate of return on high quality bonds rather than the expected rate of return on the assets used in the scheme funding valuations.West Yorkshire Pension Fund31 March, 2023West Midlands Pension Fund31 March, 2023————————————The duration of a scheme is an indicator of the weighted-average time until benefit payment will be made. For the schemes in aggregate, the weighted average duration is around 14.0 years reflecting the appropriate split and maturity of the defined benefit obligation between current employees, deferred members and pensioners.——————————————The best estimate of the contributions expected to be paid to the defined benefit schemes for the next financial year is £— (2024 -£7,000) for regular payments and £— (2024 -£—)for additional top-up payments.——80,317————————————————————————————————————————————————————————The assets held by the various schemes do not directly include any of the Company or Group’s own financial instruments, nor any property occupied by, nor any other assets used by the Company or Group.All of the schemes hold a proportion of their assets in liability-matching asset classes in order to either partially or fully hedge for movements in interest rates and inflation. The asset-liability matching strategies are not measured against the accounting position and as such the changes in assets to market movements may not match the movement in accounting liability.The key risks impacting the Company’s pension schemes are set out below:Investment risk: The Schemes’ accounting liabilities are calculated using a discount rate set with reference to the yield available on high-quality corporate bonds as required by the standard.  If the Schemes’ assets underperform this yield, this will cause a deficit to emerge in the Schemes over time.  The Schemes hold growth assets, such as equities, property and hedge funds.  These asset classes are expected to outperform corporate bonds over the long-term but are more volatile and generate risk for the Schemes in the short-term.  However, the Schemes hold a diversified portfolio of assets to minimise this risk.  The Company has ensured that a robust investment management framework is in place to mitigate as much as possible the risks associated with the investment strategy.Changes in bond yields: A decrease in corporate bond yields will increase the value placed on the Schemes’ liabilities.  This will be partially offset by an increase in the value of the Schemes’ holdings in gilts, corporate bonds and insurance policies, which the Schemes hold in order to match some of the movement in their liabilities.  However, some of the assets held to match movements in liabilities are held to match movements in gilt yields.  This will match movement in the accounting liabilities to the extent that the corporate bond yields move alongside gilt yields.  As such the Schemes are exposed to movement in the spread between gilt yield and corporate bond yields.Inflation risk: Many of the Schemes’ benefits are linked to inflation so higher expectations of future inflation leads to a higher value being placed on the liabilities.  However, there are caps on the level of inflationary increases which protect the Schemes in the extent of extreme inflation.  The Schemes each hold assets to match a specified proportion of movements in inflation.  The remainder of the assets are unaffected by (i.e. fixed interest bonds) or loosely correlated with (i.e. equities and property) inflation, meaning that an increase in inflation will also increase the deficit.  The extent to which the Schemes’ liabilities move due to inflation varies on a scheme-by-scheme basis, influenced by the benefits provided by the individual pension schemes.  Liabilities will also increase should actual inflation be higher than expected in the liability valuation.Following the Government’s announcement in November 2020 that RPI would be aligned with CPIH from 2030, the approach for deriving the inflation assumptions was changed.  There is a different approach to pre- and post- 2030 assumptions with a term-dependent approach for deriving the CPI assumption and the Inflation Risk Premium was decreased from 0.4% in 2022 to 0.3% for 2022 and onwards.Life expectancy: The Schemes’ obligations are to provide benefits for the life of the member after retirement and their spouse following the member’s death.  As a result, higher life expectancies will lead to a higher value being placed on the liabilities.  This is particularly relevant where the Schemes have significant inflationary increases, as this results in a higher sensitivity to changes in life expectancy.  The Company notes that this is a risk to which any defined benefit pension scheme is exposed.On 27 March 2024, the Company issued a new additional Ordinary share of £1 each at a premium for a total value of £30,000,000.On 27 March 2024, the Company used the proceeds of the share issue to repay £30,000,000 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.On 27 March 2024, the Company subscribed to the following issues of shares by its subsidiary undertakings for a total value of £20,000,000:Amey Power Services Limited – One Ordinary share of £1 for a total value of £13,000,000Amey Metering Limited – One Ordinary share of £1 for a total value of £7,000,000.1 January 202531 December 202531 December 2025TrueFull accountsAuditedFRS 101FalseTradingTruePounds sterlingEnglish0TrueThe Workiva 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REGISTERED NUMBER: 00889628 (England and Wales)

Annual Report and

Financial Statements for the year ended 31 December 2025

for

Enterprise Managed Services Limited

Enterprise Managed Services Limited

ContentsAnnual Report and Financial Statements 2025

Contents of the Financial Statements for the year ended 31 December 2025

Company Information	1
Strategic Report	2 to 3
Report of the Directors	4 to 5
Statement of Directors' Responsibilities	6
Independent Auditor's report	7 to 9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 to 27

Page 1

Enterprise Managed Services Limited

Company InformationAnnual Report and Financial Statements 2025

Company Information for the year ended 31 December 2025

Directors

K J Jarvey

C M McGilvray

A L Nelson

Company Secretary

Sherard Secretariat Services Limited

Registered Office

Chancery Exchange

10 Furnival Street

London

EC4A 1AB

United Kingdom

Auditor

Forvis Mazars LLP

30 Old Bailey

London

EC4M 7AU

United Kingdom

Page 2

Enterprise Managed Services 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 principal activity of the Company was previously the provision of maintenance services. The majority of these

operations have since concluded and the Company is now primarily a holding company.

Review of business and future developments

The statement of comprehensive income for the year is set out on page 10 and shows revenue of nil (2024 - £1,635,000)

and a loss after tax amounting to £12,615,000 (2024 – a loss after tax of £39,816,000).

The loss for the year is primarily driven by the write off of intercompany balances relating to dormant Group companies that

were voluntarily struck off the Register of Companies during the year.

The Directors anticipate that the Company will continue to report low levels of activity and that additional losses may arise.

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 statement of

comprehensive income for the year set out on page 10.

Principal risks and uncertainties

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

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

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

Group'), for the year ended 31 December 2025. The Company is a member of the Complex Facilities and Central Services

divisions 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

Enterprise Managed Services 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 3 July 2026 and signed on its behalf by:

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

A L Nelson

Director

3 July 2026

Page 4

Enterprise Managed Services Limited

Report of the DirectorsAnnual Report and Financial Statements 2025

Report of the Directors for the year ended 31 December 2025

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

31 December 2025.

Strategic Report

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

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

Dividends

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

the year, 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:

K J Jarvey

C M McGilvray

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

The Company's previous trading activities have ceased and the Company is now primarily a holding company for other

Group subsidiaries. The Company will continue to operate as a holding company for the foreseeable future. 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

Enterprise Managed Services Limited

Report of the DirectorsAnnual Report and Financial Statements 2025

Statement as to disclosure of information to the auditor

So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the Company's auditor is unaware, and each Director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

Company's auditor is aware of that information.

Auditors

Forvis Mazars LLP has been appointed as Auditor and has expressed their willingness to continue in office as Auditor. In

accordance with s487 of the Companies Act 2006, Forvis Mazars LLP will be re-appointed as Auditor to the Company.

Approved by the Board on 3 July 2026 and signed on its behalf by:

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

A L Nelson

Director

3 July 2026

Page 6

Enterprise Managed Services 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

Enterprise Managed Services Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Enterprise Managed Services

Limited

Opinion

We have audited the financial statements of Enterprise Managed Services Limited (the ‘company’) for the year ended

31 December 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of

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

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

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

Practice).

In our opinion, the financial statements:

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

ended;

• 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 director's 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.

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Enterprise Managed Services 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.

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Enterprise Managed Services Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the

financial statements, including the risk of management override of controls, and determined that the principal risks related

to: posting manual journal entries to manipulate financial performance, management bias through judgements and

assumptions in significant accounting estimates, and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

• Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged

fraud;

• Gaining an understanding of the internal controls established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of fraud; and

• Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and

detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection

of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal

controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit report

This report is made solely to the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the company and the company’s members as a body for our audit

work, for this report, or for the opinions we have formed.

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

Justin Rodriques (Senior Statutory Auditor)

For and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor

30 Old Bailey

London, EC4M 7AU

3 July 2026

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Enterprise Managed Services Limited

Statement of Comprehensive IncomeAnnual Report and Financial Statements 2025

Statement of Comprehensive Income for the year ended 31 December 2025

		2025	2024
	Note	£'000	£'000
Revenue	4	—	1,635
Cost of sales	5	40	(273)
Gross profit		40	1,362
Administrative expenses		—	(100)
Operating profit		40	1,262
Income from fixed asset investments		165	60,000
Loss on disposal of investments		(15,800)	—
Release of/(charge for) provision for investments in fellow group companies	10	51	(19,899)
(Loss)/profit before interest and taxation		(15,544)	41,363
Finance expense	6	(3,555)	(4,915)
(Loss)/profit before taxation	7	(19,099)	36,448
Tax credit on (loss)/profit	8	6,484	3,368
(Loss)/profit for the year		(12,615)	39,816
Total comprehensive (expense)/income for the year		(12,615)	39,816

The notes on pages 13 to 27 form part of these financial statements.

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Enterprise Managed Services Limited

Balance SheetAnnual Report and Financial Statements 2025

Enterprise Managed Services Limited (Registered number: 00889628)

Balance Sheet as at 31 December 2025

		2025	2024
	Note	£'000	£'000
Investment in Subsidiary Undertakings	9	20,697	36,445
		20,697	36,445
Current assets
Inventories	10	—	1
Debtors: amounts falling due within one year	11	4,491	506
Debtors: amounts falling due after more than one year	11	14,792	9,394
Cash at bank and in hand		630	265
Total Current assets		19,913	10,166
Creditors: Amounts falling due within one year	12	(50,613)	(43,749)
Net current liabilities		(30,700)	(33,583)
Total assets less current liabilities		(10,003)	2,862
Provisions for liabilities	13	(1,244)	(1,494)
Net (liabilities)/assets		(11,247)	1,368
Capital and reserves
Share capital	15	10,003	10,003
Share Premium	16	30,000	30,000
Retained earnings		(51,250)	(38,635)
Shareholders’ funds		(11,247)	1,368

The financial statements were approved by the Board of Directors on 3 July 2026 and signed on its behalf by:

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

A L Nelson

Director

3 July 2026

The notes on pages 13 to 27 form part of these financial statements.

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Enterprise Managed Services 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	10,003	—	31,866	(80,317)	(38,448)
Profit for the year	—	—	—	39,816	39,816
Total comprehensive income	—	—	—	39,816	39,816
Issue of shares	—	30,000	—	—	30,000
Repayment/Cancellation of other equity instruments	—	—	(30,000)	—	(30,000)
Interest/Dividends on other equity instrument	—	—	(1,866)	1,866	—
At 31 December 2024	10,003	30,000	—	(38,635)	1,368

	Share Capital	Share Premium	Other equity instruments	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2025	10,003	30,000	—	(38,635)	1,368
Loss for the year	—	—	—	(12,615)	(12,615)
Total comprehensive income	—	—	—	(12,615)	(12,615)
At 31 December 2025	10,003	30,000	—	(51,250)	(11,247)

The notes on pages 13 to 27 form part of these financial statements.

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Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

Notes to the Financial Statements

1. General Information

The principal activity of Enterprise Managed Services Limited (the Company) is the provision of management services for

the maintenance of utility infrastructures within water, gas and electricity sectors 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.

During the year ended 31 December 2025 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.

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Enterprise Managed Services 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.

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).

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Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Going concern (continued)

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 16

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Other principal accounting policies

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

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

Revenue recognition

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

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

(i) General revenue recognition criterion

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

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

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

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

is performed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

down the units produced and measure them.

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

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

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

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

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

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

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

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

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

not the modification has been approved.

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Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Revenue recognition (continued)

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

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

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

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

quantified.

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

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

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

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

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

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

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

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

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

(iii) Variable consideration

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

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

variable consideration is subsequently resolved.

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

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

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

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

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

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

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

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

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

“Trade and other payables”.

Investment in subsidiary undertakings

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

losses.

Investment in joint ventures

Investments by the Company in the shares of, or the loans to, joint venture 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.

Page 18

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Financial instruments (continued)

Subsequent measurement of financial assets

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

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

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

are solely payments of principal and interest.

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

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

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

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

accounting requirements apply (see below).

(c) Financial assets at FVOCI - the Company accounts for financial assets at FVOCI if the assets meet the following

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

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

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

Impairment of financial assets

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

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

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

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

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

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

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

of the instrument.

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.

Page 19

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Financial instruments (continued)

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

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

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

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

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

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

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

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

subsequently measured at amortised cost using the EIR method.

Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change

attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other

comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively

enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is

determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against

deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered

based on current or future taxable profit.

Trade and other receivables

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

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

Cash at bank and in hand

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

liabilities.

Creditors

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

cost.

Exceptional items

Items which are not considered to reflect the underlying trading performance or due to their size, incidence, or timing are

presented as exceptional items.  Exceptional items are considered individually and are assessed at each reporting period.

Provisions

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

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

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

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

Page 20

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

3. Critical accounting estimates and judgements

Accounting estimates

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

obligations reported herein. These estimates relate to the following:

(i) Estimates taken into consideration for the purpose of recognising revenue from contracts with customers

including most notably those associated with:

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

• determining whether a contract modification has been approved;

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

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

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

each of them;

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

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

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

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

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

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

completed and the price that can be allocated thereto;

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

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

• determining whether to capitalise bidding costs and mobilisation costs;

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

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

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

obligations.

(ii) The assessment of possible legal contingencies

(iii) The assessment of possible impairment losses on certain assets

(iv) Business performance projections that affect the estimates of the recoverability of tax assets and the expected

period over which it is probable such assets can be recovered

Although these estimates were made on the basis of the best information available at December 31, 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.

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 9.

Page 21

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

4. Revenue

The analysis of the Company's turnover for the year by division is as follows:

	2025	2024
	£'000	£'000
Complex Facilities	—	1,845
Other	—	(210)
	—	1,635

Revenue is wholly attributable to the principal activity of provision of maintenance services. All revenue arises solely in the

UK. Since the Company's trading activities have come to an end there is no revenue recognised in 2025.

5. Employees and Directors

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

recharged to this Company in direct support of its trade.

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

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

of the Company's intermediate undertaking, Amey UK Limited, and of its fellow group undertakings, Amey Community

Limited and Amey Power Services Limited, are disclosed in those companies' financial statements. Their remuneration is

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

6. Finance expense

	2025	2024
	£'000	£'000
Other interest payable	2	8
Interest payable to fellow subsidiary undertakings	3,553	4,907
	3,555	4,915

Page 22

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

7. Profit / (Loss) before taxation

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

		2025	2024
	Note	£'000	£'000
Deferred income deferred/(recognised) in the year		—	116
Short term and low value lease rentals:
Land and buildings		12	—
Plant and machinery		(59)	132
IT licences and rentals		115	1,359
Cost of inventory recognised as an expense		—	(1)
(Release of)/charge for provision for investment in group companies	10	(51)	19,899
Reduction in other provision	13	—	(1,494)
Income from investment in fixed asset		(165)	(60,000)

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 £17,000 (2024: £17,000).

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

Company.

8. Taxation

Analysis of tax income	2025	2024
	£'000	£'000
Current tax
Tax - UK corporation tax	—	55
Tax - Group relief	(1,031)	(1,189)
UK corporation tax adjustment to prior periods	(55)	159
Total current tax credit	(1,086)	(975)
Deferred tax - current year charge	(5,346)	(2,393)
Deferred tax - adjustment in respect of prior periods	(52)	—
Deferred tax credit	(5,398)	(2,393)
Total tax credit in statement of comprehensive income	(6,484)	(3,368)

Page 23

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

8. Taxation (continued)

Factors affecting the tax expense

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

The differences are reconciled below:

	2025	2024
	£'000	£'000
(Loss)/Profit before income tax	(19,099)	36,448
Tax on (Loss)/Profit calculated at standard rate	(4,775)	9,112
Effects of:
Decrease/(Increase) in tax from adjustment for prior periods	(55)	160
Movement in deferred tax not recognised	(5,497)	—
Impact on current year of loss recognition	3,936	(2,615)
Expenses not deductible	—	(10,025)
Exempt distribution income	(41)	—
Deferred tax - adjustment in respect of prior periods	(52)	—
Tax credit	(6,484)	(3,368)

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.

9. Investments

	Shares in group undertakings
	£'000
Cost
At 1 January 2025	110,531
Disposals	(25,482)
At 31 December 2025	85,049
Provision for impairment
At 1 January 2025	74,086
Charge for the year	(51)
Disposals	(9,683)
At 31 December 2025	64,352
Carrying amount
At 31 December 2025	20,697
At 31 December 2024	36,445

Page 24

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

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.

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

traded. All subsidiary undertakings are incorporated in England and Wales and operate principally in the UK (unless

otherwise indicated).

Undertaking	Nature of business	Class of share capital held	Share capital held
Amey Defence Services Limited	Facilities management and buildings maintenance	Ordinary	100%
Amey Defence Services (Housing) Limited	Housing maintenance on behalf of the MOD	Ordinary	100%
Amey Metering Limited	Metering services	Ordinary	100%
Amey Power Services Limited	Power network maintenance	Ordinary	100%
Byzak Limited *	Water systems maintenance	Ordinary	100%
Globemile Limited	Holding company	Ordinary	100%
EnterpriseManchester Partnership Limited ^	Environmental services	Ordinary	80%

* indicates investment held indirectly

^ EnterpriseManchester Partnership Limited was voluntarily struck off the Companies register in March 2026.

Registered offices

The registered office of subsidiary and joint venture undertakings is Chancery Exchange, 10 Furnival Street, London EC4A

1AB, United Kingdom.

Page 25

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

9. Investments (continued)

The following dormant subsidiary undertakings were voluntarily struck off the Companies register in 2025:

Access Hire Services Limited

Enterprise Managed Services (BPS) Limited

Enterprise Fleet Limited

Fleet and Plant Hire Limited

C.F.M. Building Services Limited

10. Inventories

		2025	2024
		£'000	£'000
Raw materials and consumables		—	1
		—	1

11. Trade and other receivables

		2025	2024
	Note	£'000	£'000
Amount falling due within one year:
Trade debtors		1	23
Amounts owed by group undertakings		4,224	—
VAT		35	—
Other debtors		230	424
Prepayments and accrued income		1	59
		4,491	506
Amounts falling due after more than one year:
Deferred tax asset	14	14,792	9,394
		19,283	9,900

12. Creditors

	2025	2024
	£'000	£'000
Creditors: amounts falling due within one year
Trade creditors	103	294
Amounts owed to other fellow subsidiaries/group undertakings of the Amey UK Limited group	49,524	40,954
Corporation tax	—	55
Social security and other taxes	—	449
Accruals	986	1,939
Deferred income	—	58
	50,613	43,749

Page 26

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

13. Provisions for liabilities

	2025	2024
	£'000	£'000
Other Provision	1,244	1,494
	1,244	1,494

	Other provision	Total
	£'000	£'000
At 1 January 2025	1,495	1,495
Reclassified from creditors	470	470
Released as unused	(395)	(395)
Utilised in the year	(326)	(326)
At 31 December 2025	1,244	1,244

Other provisions relate to dilapidations and defects obligations on contracts. These are expected to be utilised as the

contracts are completed.

14. Deferred tax asset

	Fixed asset timing differences	Losses recognised	Provisions	Other timing differences	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2025	888	8,295	3	208	9,394
(Charged/(credited) to income statement during year	(148)	5,549	205	(208)	5,398
At 31 December 2025	740	13,844	208	—	14,792

	2025	2024
	£'000	£'000
Deferred tax asset/liability comprises:
Fixed asset timing differences	740	888
Losses recognised	13,844	8,295
Provisions	208	3
Other timing differences	—	208
Balance at 31 December	14,792	9,394

The Company has recognised deferred tax assets in full in respect of deferred capital allowances and other timing

differences as the reversal of those items is foreseeable in future periods. Deferred tax assets have been recognised on

trading losses carried forward to the extent that those losses are anticipated to be utilised via generation of future profits as

based on the projections of the Amey Group over a period of up to three years.

	2025	2024
	£'000	£'000
Unrecognised deferred tax/liability comprises:
Trading losses	—	5,497
	—	5,497

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 27

Enterprise Managed Services Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

15. Share capital

	2025	2024
	£'000	£'000
Balance at 31 December
Authorised, called up, allotted and fully paid:
10,003,001 Ordinary shares of £1 each	10,003	10,003

16. Share premium account

	2025	2024
	£'000	£'000
At 31 December	30,000	30,000

17. 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.

18. Capital commitments

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

19. Controlling parties

The immediate parent undertaking is A.R.M. Services Group 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