wk-2025-12-31-ixbrl

Page 2

Amey OW Group 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

Amey OW Group Limited (the Company) is principally engaged as a holding company.There have been no changes in the

Company's activities during the year.

Review of business and future developments

There has been no direct activity during 2025.

On 17 July 2025, the Company’s indirect subsidiary, Amey Consulting Australia Pty Limited acquired 100 per cent of the

outstanding ordinary shares of Premise Holdings Pty Limited (‘Premise’).

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

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.

Financial risk management

A discussion of the objectives and policies employed in managing risk and the Company’s use of financial instruments can

be found in the Amey UK Limited Annual Report and Financial Statements for the year ended 31 December 2025 as the

Company is subject to the application of Group-wide policies and practices when assessing financial risk.

The Company does not hold any cash flow hedge derivative financial instruments. There is no material financial risk arising

on the assets and liabilities held by the Company.

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Amey OW Group 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 30 June 2026 and signed on its behalf by:

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

A Nelson

Director

30 June 2026

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Amey OW Group 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 1 to 3 and forms part of this report by cross reference.

Dividends

No dividend was declared or paid during the year (2024 - £190,500,000). The Directors do not propose to recommend the

payment of a final dividend.

Energy and Carbon Performance

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

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

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

Business Relationships

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

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

Directors of the Company

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

P Birch

A L Nelson

Directors’ indemnity

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

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

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

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

Going concern

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

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

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

basis in preparing the financial statements.

Policy on slavery and human trafficking

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

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

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

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

company, Amey UK Limited.

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Amey OW Group 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 30 June 2026 and signed on its behalf by:

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

A Nelson

Director

30 June 2026

Page 6

Amey OW Group Limited

Statement of Directors' responsibilitiesAnnual Report and Financial Statements 2025

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 'Reduced Disclosure Framework'.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true

and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing

these financial statements, the Directors are required to:

• select suitable accounting policies and apply them consistently;

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

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures

disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will

continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

Page 7

Amey OW Group Limited

Independent auditor's reportAnnual Report and Financial Statements 2025

Independent Auditor’s report to the members of Amey OW Group Limited

Opinion

We have audited the financial statements of Amey OW Group 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 result for the year then

ended;

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

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

Basis for opinion

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

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

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

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

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

sufficient and appropriate to provide a basis for our opinion.

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.

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Amey OW Group 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 and

significant one-off or unusual transactions.

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Amey OW Group 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

30 June 2026

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Amey OW Group 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
Income from fixed asset investments	—	190,500
Profit before interest and taxation	—	190,500
Profit before taxation	—	190,500
Profit for the year	—	190,500
Total comprehensive income for the year	—	190,500

The notes on pages 13 to 21 form part of these financial statements.

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Amey OW Group Limited

Balance SheetAnnual Report and Financial Statements 2025

Amey OW Group Limited (Registered number: 03168596)

Balance Sheet as at 31 December 2025


		2025	2024
	Note	£'000	£'000
Investment in subsidiary undertakings	6	108,539	108,539
		108,539	108,539
Current assets
Creditors: Amounts falling due within one year		(107,017)	(107,017)
Net current liabilities		(107,017)	(107,017)
Total assets less current liabilities		1,522	1,522
Net assets		1,522	1,522
Capital and reserves
Share capital	8	127	127
Capital redemption reserve		869	869
Retained earnings		526	526
Shareholders’ funds		1,522	1,522

The financial statements were approved by the Board of Directors on 30 June 2026 and signed on its behalf by:

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

A Nelson

Director

30 June 2026

The notes on pages 13 to 21 form part of these financial statements.

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Amey OW Group 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	Capital redemption reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000
At 1 January 2024	127	869	526	1,522
Profit for the year	—	—	190,500	190,500
Total comprehensive income	—	—	190,500	190,500
Dividend paid during the year	—	—	(190,500)	(190,500)
At 31 December 2024	127	869	526	1,522


	Share Capital	Capital redemption reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000
At 1 January 2025	127	869	526	1,522
At 31 December 2025	127	869	526	1,522

The notes on pages 13 to 21 form part of these financial statements.

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Amey OW Group Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

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

1. General Information

The principal activity of Amey OW Group Limited (the Company) is as a holding company and the Company has not traded

in the current year. The Company is a private company and is incorporated and domiciled in the UK.

The address of the registered office is

Sherard Secretariat Services Limited

Chancery Exchange

10 Furnival Street

London

EC4A 1AB

United Kingdom

2. Accounting Policies

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.

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.

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Amey OW Group Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Summary of disclosure exemptions

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

permitted by FRS 101 “Reduced Disclosure Framework”:

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

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

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

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

• the requirements of IFRS 7 Financial Instruments: Disclosures;

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

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

respect of:

– paragraph 79(a)(iv) of IAS 1;

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

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

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

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

Financial Statements;

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

• the requirements of IAS 7 Statement of Cash Flows;

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

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

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

more members of a group;

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

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

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

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

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

presented separately for lease liabilities and other liabilities in total.

Going concern

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and with HSBC UK Bank plc acting as agent.

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

cash on the Group balance sheet.

Page 15

Amey OW Group Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Going concern (continued)

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

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

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

• the availability of core and ancillary financing facilities;

• compliance with banking covenants regarding net leverage;

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

• the projected future cash flows of the Group comprising:

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

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

– Reverse stress testing group liquidity resilience against extreme events;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

will remain service focused for the foreseeable future.

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

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

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

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

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

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

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

statements.

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.

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.

Page 16

Amey OW Group Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

2. Accounting Policies (continued)

Financial instruments (continued)

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 17

Amey OW Group 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.

Page 18

Amey OW Group 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 assessment of possible impairment losses on certain assets.

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

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

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

Accounting Estimates and Errors).

The key accounting estimates and judgements are further considered below:

Key sources of estimation uncertainty

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. For operating companies, the

assessment considers whether the carrying value of the investment or receivable exceeds its recoverable amount which is

the higher of the fair value of the investment or receivable and its value in use. The fair value is calculated using the present

value of the future cash flows incorporating variations in the amount and timing of cash flows, time value of money, price for

bearing the inherent uncertainty in the asset and other factors such as illiquidity. For non-operating companies the

impairment provision reflects the net asset position of the related subsidiary undertaking.

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 6.

4. Employee costs

The Company had no direct employees in either 2025 or 2024.

5. Directors and audit costs

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 and the remuneration of the other director is deemed to be wholly attributable to their services to the group

as a whole.

The auditor's remuneration is borne by Amey Group Services Limited, a fellow subsidiary undertaking of the Company, and

is not recharged. The allocation to the Company of the auditor’s fees, which are attributable solely to the audit of these

financial statements, is £13,000 (2024: £12,000).

Page 19

Amey OW Group Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

6. Investments


	Shares in group undertakings	Total
	£'000	£'000
Cost
At 1 January 2025	108,539	108,539
At 31 December 2025	108,539	108,539

Carrying amount
At 31 December 2025	108,539	108,539
At 31 December 2024	108,539	108,539

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

are publicly traded.


Company	Country of incorporation	Share capital held	Nature of Business
Amey Consulting Australia Pty Limited	Australia	100%	Transport consultancy
KC Traffic and Transport Pty Ltd	Australia	100%	Transport consultancy
Premise Australia Pty Ltd	Australia	100%	Transport consultancy
Premise Brisbane Pty Ltd	Australia	100%	Transport consultancy
Premise Group Services Pty Ltd	Australia	100%	Transport consultancy
Premise Holdings Pty Ltd	Australia	100%	Transport consultancy
Premise Mackay Pty Ltd	Australia	100%	Transport consultancy
Premise NSW Pty Ltd	Australia	100%	Transport consultancy
Premise PNG Limited	Papa New Guinea	100%	Transport consultancy
Premise Townsville Pty Ltd	Australia	100%	Transport consultancy
B W Esler Services Pty Ltd	Australia	100%	Transport consultancy
Amey Consulting USA, Incorporated	USA	100%	Transport consultancy
Amey OW Bahamas Limited	Bahamas	100%	Transport consultancy
Amey OW Limited	England and Wales	100%†	Civil engineering consultancy
Amey OW Ireland Limited	Republic of Ireland	100%	Civil engineering consultancy
Amey OWR Limited	England and Wales	100%†	Railway engineering consultancy
Amey OWR Ireland Limited	Republic of Ireland	100%	Railway engineering consultancy
Amey TPT Limited	England and Wales	100%	Professional services to rail market
TPI (Holdings) Limited	England and Wales	100%	Dormant
Transportation Planning (International) Limited	England and Wales	100%	Dormant
Amey Technologies Limited (previously Amey VTOL Limited) *	England and Wales	100%	Dormant

† Held directly. All other holdings are indirect

* Amey Technologies Limited was previously an 80% owned joint venture undertaking

At 31 December 2025, the Company held the Ordinary share capital of the following joint venture undertakings,

none of which are publicly traded, and all are indirectly held:


Undertaking	Country of incorporation	Share capital held	Nature of Business
Amey-Webber LLC	USA	51.0%	Highways maintenance

Page 20

Amey OW Group Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

6. Investments (continued)

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

1AB, United Kingdom. The exceptions to this are set out in the table below:


Undertaking	Registered office
Amey Consulting Australia Pty Limited	Level 26, 181 William Street, Melbourne, VIC 3000, Australia
KC Traffic and Transport Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Australia Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Brisbane Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Group Services Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Holdings Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise Mackay Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise NSW Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia
Premise PNG Limited	Level 3, Office 3, Monian Tower, Douglas Street, Port Moresby, National Capital District, Papua New Guinea
Premise Townsville Pty Ltd	Level 11, 300 Adelaide Street, Brisbane QLD 4000, Australia

Amey Consulting USA, Incorporated	1130 Post Oak Boulevard, Suite 1250, Houston, Texas 77056, USA
Amey OW Ireland Limited	1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1, D01 YC43, Republic of Ireland
Amey OWR Ireland Limited	1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1, D01 YC43, Republic of Ireland
Amey-Webber LLC	1999, Bryan Street, Suite 900, Dallas, Texas 75201-3136, USA

7. Creditors


	2025	2024
	£'000	£'000
Creditors: amounts falling due within one year
Amounts owed to parent undertaking of the Company	107,017	107,017
	107,017	107,017

8. Share capital


	2025	2024
	£'000	£'000
Balance at 31 December
Authorised:
127,000 Ordinary shares of £1 each	127	127
Called up, allotted and fully paid:
Ordinary shares of £1 each	127	127

9. Financial and Capital commitments

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

Page 21

Amey OW Group Limited

Notes to the Financial StatementsAnnual Report and Financial Statements 2025

10. Contingent liabilities

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

account pooling arrangements, Group VAT registrations and HMRC UK Corporation Tax Group Payment arrangement and is

jointly and severally liable with other group companies for the total Group balances outstanding. At 31 December 2025, the

only net liability was £47,229,360 ( 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.

11. Controlling parties

The immediate parent undertaking is Amey Limited.

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

statements is Project Ardent Bidco Limited.

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

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

England and Wales.

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

registered office as follows:

The Company Secretary

Chancery Exchange

10 Furnival Street

London EC4A 1AB

United Kingdom


Company Information	1
Strategic Report	1 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 21