REGISTERED NUMBER: 07106456 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

RAIL OP OHL LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

Directors:

M A Gilbert

Mrs K Gilbert

Secretary:

M A Gilbert

Registered office:

Magpie Hall

Plaistow Green Road

Halstead

Essex

CO9 1QB

Registered number:

07106456 (England and Wales)

Senior statutory auditor:

Steven Collins

Independent auditors:

Baverstocks Limited

Statutory Auditor

Chartered Certified Accountants

Dickens House

Guithavon Street

Witham

Essex

CM8 1BJ

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

Review of business

The Directors are satisfied with the situation of the Company as reflected in the Balance Sheet.

The Company's principal activities are primarily the provision of Electrification Services and Staff to the Rail Industry, together with (OTP) On Track Plant, and highly Skilled Safety Critical Support Staff and all grades of Civil Staff.

FY2025 has been a better year for revenue. This is due to funding being higher for our clients and includes growth within the business.

The Company remains a leader in the UK OHL Engineering Services market and the strategy is predicated on simultaneously enhancing the performance and profitability of the business through a range of business improvement activities and accelerating growth by increasing market share in our targeted sectors, maximising the integrated solutions offering, broadening the range of services, and extending the geographical footprint into high growth markets across the UK and Europe. Along with further investment in OTP, to strengthen our in-house ability to deliver multi discipline packages of work.

Significant progress has continued to be made on delivery of the strategic plan with several key contracts and framework appointments awarded in the year.

The key financial and other performance indicators during the year are as follows:

2025

2024

£   's

£   's

%

Turnover

£13,394

£11,175

+19.86%

Operating Profit

£3,915

£2,767

+41.47%

Profit after Tax

£3,304

£2,410

+37.10%

Equity Shareholders' Funds

£1,685

£2,456

-31.38%

Current Assets as % of Current Liabilities

124%

129%

-3.88%

Trading performance: Full year revenue was £13.4m, representing an increase of 19.86% on the preceding year (2024: £11.2m). The Company has posted strong operating profits of £3.9m for the year, with net profit after tax of £3.3m.

The decrease in shareholders' funds is due to the redistribution of reserves within the group and in our opinion is not a cause for concern. The reserves remain within the group, and the Company has the continued support of its parent Rail Op Holdings Limited. The company has sufficient funds to settle the inter-company loan balance at the year end.

Principal risks and uncertainties

The Company has a satisfactory level of workload and has demonstrated a good level of ability with all its key customers.

The Company's strategy is directed at reducing risk and building a sustainable and profitable business with predictable income streams and increasing margins. The Directors believe that the Company's reputation and experience will enable it to secure a substantial volume of repeat business and gain selection for major projects.

Credit risk is minimised by dealing only with reputable and established businesses and establishing good communication from the outset, so any credit issues are dealt with promptly.

Overhead budgets continue to be monitored closely by the Directors together with ensuring that sufficient liquidity is available to meet foreseeable needs.

Staffing resources have been established to allow for continued growth and staff training is continually ongoing to maintain a highly multi-skilled workforce.

A healthy and safe working environment for the Company's staff and contractors is an essential part of its risk management strategy. The Company is continually reviewing and investing to ensure that risks in this area are minimised and controlled.

The Company's objective is to minimise risks and uncertainties to the level of the marketplace in which it operates and achieves this through its risk management systems. Management reviews the principal risks throughout the year adopting an integrated approach to risk management by regular discussion. In addition, once a year there is a formal assessment of risks.

On behalf of the board:

M A Gilbert - Director

15 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

Principal activity

The principal activity of the company in the year under review was that of overhead line construction.

Dividends

The total distribution of dividends for the year ended 31 December 2025 will be £ 4,075,000 .

Directors

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

M A Gilbert

Mrs K Gilbert

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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.

Statement as to disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

The auditors, Baverstocks Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

M A Gilbert - Director

15 September 2026

Opinion

We have audited the financial statements of Rail Op OHL Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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 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.

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

Our approach to assessing the risks of material misstatement due to fraud and noncompliance with laws and regulations was as follows:-

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to compliance with the Companies Act 2006, Financial Reporting Standard 102, relevant tax legislation, the Railway Industry Supplier Qualification Scheme (RISQS) and the Fleet Operator Recognition Scheme (FORS).

We assessed the risks of material misstatements in respect of fraud and determined that the principal risks were related to posting of journal entries to manipulate the results for the financial year. We made enquiries of management during the audit to determine any instances of fraud, while also discussing the areas of risk in relation to audit as part of our audit team meeting.

Based upon the results of our risk assessment we designed our audit procedures to identify noncompliance with such laws and regulations identified above and also material misstatements in respect of fraud as follows:-

-

We obtained an understanding of the legal and regulatory framework in relation to the entity and how it complies with this framework. This included discussions with management, reviews of legal and professional fees and a review of the results of audits conducted by RISQS and FORS.

-

We discussed with the management the entity's policies and procedures including systems and controls. Compliance with these was tested via discussion and walkthrough testing of controls.

-

We enquired of management of their policies and procedures in relation to fraud and their knowledge of any actual, suspected, or alleged fraud.

-

We ensured compliance with Pay as You Earn and Value Added Tax laws via reviewing returns and correspondence.

-

We reviewed the recent results of audits with RISQS to ensure ongoing compliance.

-

We considered the risk of fraud through management override, and, in response, we incorporated testing of manual journal entries into our audit approach. This included the testing of journal entries throughout the year as well as year end journals.

-

We agreed the financial statement disclosures to underlying supporting documentation.

-

We enquired of management if there were any potential litigation or claims.

Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Report of the Auditors.

Use of our 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 a Report of the Auditors 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.

Steven Collins (Senior Statutory Auditor)

for and on behalf of Baverstocks Limited

Statutory Auditor

Chartered Certified Accountants

Dickens House

Guithavon Street

Witham

Essex

CM8 1BJ

15 September 2026

Turnover

3

13,394,728

11,175,322

Cost of sales

8,199,751

7,411,929

Gross profit

5,194,977

3,763,393

Administrative expenses

1,279,970

995,951

Operating profit

5

3,915,007

2,767,442

Interest receivable and similar income

308,191

285,167

4,223,198

3,052,609

Interest payable and similar expenses

6

17

9

Profit before taxation

4,223,181

3,052,600

Tax on profit

7

918,700

642,285

Profit for the financial year

3,304,481

2,410,315

Profit for the year

3,304,481

2,410,315

Other comprehensive income

-

-

Total comprehensive income for the year

3,304,481

2,410,315

Fixed assets

Intangible assets

9

-

-

Tangible assets

10

521,717

383,130

521,717

383,130

Current assets

Debtors

11

2,095,984

1,182,258

Cash at bank and in hand

4,495,824

8,643,462

6,591,808

9,825,720

Creditors

Amounts falling due within one year

12

5,324,889

7,638,151

Net current assets

1,266,919

2,187,569

Total assets less current liabilities

1,788,636

2,570,699

Provisions for liabilities

13

103,357

114,901

Net assets

1,685,279

2,455,798

Capital and reserves

Called up share capital

14

101

101

Retained earnings

15

1,685,178

2,455,697

Shareholders' funds

1,685,279

2,455,798

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2026 and were signed on its behalf by:

M A Gilbert - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

101

11,495,382

11,495,483

Changes in equity

Dividends

-

(11,450,000

)

(11,450,000

)

Total comprehensive income

-

2,410,315

2,410,315

Balance at 31 December 2024

101

2,455,697

2,455,798

Changes in equity

Dividends

-

(4,075,000

)

(4,075,000

)

Total comprehensive income

-

3,304,481

3,304,481

Balance at 31 December 2025

101

1,685,178

1,685,279

Cash flows from operating activities

Cash generated from operations

1

451,879

10,823,854

Interest element of hire purchase or finance lease rental payments paid

(17

)

(9

)

Tax paid

(581,467

)

(1,082,232

)

Net cash from operating activities

(129,605

)

9,741,613

Cash flows from investing activities

Purchase of tangible fixed assets

(327,333

)

(37,809

)

Sale of tangible fixed assets

71,834

15,583

Interest received

308,191

285,167

Net cash from investing activities

52,692

262,941

Cash flows from financing activities

Amount introduced by directors

605,976

657,000

Amount withdrawn by directors

(601,701

)

(657,218

)

Equity dividends paid

(4,075,000

)

(11,450,000

)

Net cash from financing activities

(4,070,725

)

(11,450,218

)

Decrease in cash and cash equivalents

(4,147,638

)

(1,445,664

)

Cash and cash equivalents at beginning of year

2

8,643,462

10,089,126

Cash and cash equivalents at end of year

2

4,495,824

8,643,462

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

£

£

Profit before taxation

4,223,181

3,052,600

Depreciation charges

181,170

169,456

Profit on disposal of fixed assets

(64,258

)

(15,583

)

Finance costs

17

9

Finance income

(308,191

)

(285,167

)

4,031,919

2,921,315

(Increase)/decrease in trade and other debtors

(913,726

)

1,682,346

(Decrease)/increase in trade and other creditors

(2,666,314

)

6,220,193

Cash generated from operations

451,879

10,823,854

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

4,495,824

8,643,462

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

8,643,462

10,089,126

3.	Analysis of changes in net funds

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

8,643,462

(4,147,638

)

4,495,824

8,643,462

(4,147,638

)

4,495,824

Total

8,643,462

(4,147,638

)

4,495,824

1.	Statutory information

Rail Op OHL Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

There are no estimates and assumptions that have a significant risk of causing material adjustment in the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Rendering of services

When the outcome of a transaction can be estimated reliably, turnover from the provision of electrification services to the rail industry and plant hire is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to the date the supply of labour and plant hire was made.

Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to Property

-

4% on cost

Plant and Machinery

-

25% on cost and 20% on cost

Fixtures and Fittings

-

25% on cost

Motor Vehicles

-

25% on cost

Computer Equipment

-

25% on cost

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Any investments included in cash and cash equivalents are reviewed annually to ensure that they meet the definition of a cash equivalent under FRS 102 Section 7.

3.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Rendering of services

13,394,728

11,175,322

13,394,728

11,175,322

4.	Employees and directors

2025

2024

£

£

Wages and salaries

1,394,223

713,736

Social security costs

173,545

75,660

Other pension costs

22,963

10,712

1,590,731

800,108

The average number of employees during the year was as follows:

2025

2024

Directors

2

2

Administration

7

5

Direct

12

8

21

15

2025

2024

£

£

Directors' remuneration

15,326

15,296

5.	Operating profit

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Hire of Plant and Machinery

549,147

502,439

Other Operating Leases

12,000

12,000

Depreciation - owned assets

181,170

169,456

Profit on disposal of fixed assets

(64,258

)

(15,583

)

Auditors Remuneration

14,050

13,450

6.

Interest payable and similar expenses

2025

2024

£

£

HMRC Penalties and Interest

17

9

7.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

930,244

620,563

Deferred Taxation

(11,544

)

21,722

Tax on profit

918,700

642,285

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

4,223,181

3,052,600

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

1,055,795

763,150

Effects of:

Expenses not deductible for tax purposes

5,210

3,286

Income not taxable for tax purposes

-

(34,881

)

Group Relief

(142,305

)

(89,270

)

Total tax charge

918,700

642,285

8.

Dividends

2025

2024

£

£

Ordinary shares of 1 each

Interim

4,075,000

11,450,000

9.	Intangible fixed assets

Goodwill

£

Cost

At 1 January 2025

and 31 December 2025

3,000

Amortisation

At 1 January 2025

and 31 December 2025

3,000

Net book value

At 31 December 2025

-

At 31 December 2024

-