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Registered number: 12448249










RAILADVENTURE UK LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
RAILADVENTURE UK LIMITED
 

CONTENTS



Page
Balance sheet
 
1
Notes to the financial statements
 
2 - 7


 
RAILADVENTURE UK LIMITED
REGISTERED NUMBER: 12448249

BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
As restated (note 7) 2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
1,225
7,844

Current assets
  

Debtors: amounts falling due within one year
 5 
485,912
400,254

Cash at bank and in hand
  
112,054
55,723

  
597,966
455,977

Creditors: amounts falling due within one year
 6 
(2,037,618)
(2,144,535)

Net current liabilities
  
 
 
(1,439,652)
 
 
(1,688,558)

Total assets less current liabilities
  
(1,438,427)
(1,680,714)

  

Net liabilities
  
(1,438,427)
(1,680,714)


Capital and reserves
  

Called up share capital 
  
10
10

Profit and loss account
  
(1,438,437)
(1,680,724)

  
(1,438,427)
(1,680,714)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 April 2025.




K P Walker
Director

The notes on pages 2 to 7 form part of these financial statements.
Page 1

 
RAILADVENTURE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

RailAdventure UK Limited is a private company limited by shares, incorporated and domiciled in England. The address of its registered office is 111 Edmund Street, Birmingham, England, B3 2HJ.
The principal activity of the Company during the year was the hiring of train drivers and guards to operate train services for other rail operators, rolling stock manufacturers and specialist rail head treatment suppliers. The Company operates these services either under its Passenger Operating Licence or its Non-Passenger Operating Licence, both of which have been granted by the Office of Rail and Road.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have assessed the Company's ability to continue as a going concern by considering its trading performance and the availability of working capital, including support from its parent company, RailAdventure GmbH.
As the Company is in a net liability position of £1,438,437, it is reliant on the financial support of RailAdventure GmbH, which provides funding through loan facilities. The parent company has confirmed that it has no intention of demanding repayment of the intercompany balance.  Additionally, RailAdventure GmbH has committed to providing any further financial support necessary to enable the Company to continue its operational existence for period in excess of 12 months from the date of approval of these financial statements.
Based on these factors, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Page 2

 
RAILADVENTURE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 3

 
RAILADVENTURE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
3 years
Office equipment
-
3 years
Software
-
4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 4

 
RAILADVENTURE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.12

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Employees

The average monthly number of employees, including directors, during the year was 24 (2023 - 21).


4.


Tangible fixed assets





Fixtures and fittings
Office equipment
Software
Total

£
£
£
£



Cost


At 1 October 2023
10,712
21,714
20,000
52,426


Additions
-
-
708
708


Disposals
-
(275)
-
(275)



At 30 September 2024

10,712
21,439
20,708
52,859



Depreciation


At 1 October 2023
9,569
17,096
17,917
44,582


Charge for the year
1,143
4,086
2,098
7,327


Disposals
-
(275)
-
(275)



At 30 September 2024

10,712
20,907
20,015
51,634



Net book value



At 30 September 2024
-
532
693
1,225



At 30 September 2023
1,143
4,618
2,083
7,844

Page 5

 
RAILADVENTURE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

5.


Debtors

2024
2023
£
£


Trade debtors
197,446
40,158

Other debtors
1,001
810

Prepayments and accrued income
287,465
359,286

485,912
400,254



6.


Creditors: Amounts falling due within one year

2024
As restated (note 7) 2023
£
£

Trade creditors
305,993
369,590

Amounts owed to parent undertaking
1,023,702
1,148,514

Amounts owed to associates
410,295
410,295

Other taxation and social security
-
36,241

Other creditors
7,108
3,677

Accruals and deferred income
290,520
176,218

2,037,618
2,144,535



7.


Prior year adjustment

A prior year adjustment has been processed in respect of the year ended 30 September 2023. This adjustment pertains to the interest expense, where an additional £49,500 has been recognised to account for previously unaccrued interest on a related party loan, increasing the loss for 2023 from £511,095 to £560,595. This correction has been reflected in the financial statements accordingly.


8.


Pension commitments

The Company operates a defined contribution pension scheme. The pension cost charge represents contribution amounting to £31,393 (2023: £34,737). Contributions totalling £7,108 (2023: £3,677) were payable to the fund at the balance sheet date and are included in creditors.

Page 6

 
RAILADVENTURE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

9.


Related party transactions

At the end of the year £410,295 (2023: £410,295) was owed to WFIC Limited, a further £1,023,702 (2023: £1,148,514) was owed to RailAdventure GmbH, both related parties. These balances have been shown in creditors due within 1 year.
During the year interest of £37,865 (2023: £32,363) was charged on loans due to WFIC Limited, a further £98,607 (2023: £59,213) was charged on loans due to RailAdventure GmbH. 
During the year recharges of £160,231 (2023: £170,306) were charged to RailAdventure GmbH.


10.


Controlling party

The ultimate parent undertaking and controlling party is RailAdventure GmbH, a company registered in Germany. The address of its registered office is Blutenburgstrasse 37, 80636 Munich, Germany.
The smallest group in which the results of the Company are consolidated is that headed by RailAdventure GmbH, incorporated in Germany. The consolidated accounts may be obtained from the above address.

11.


Auditor's information

The auditor's report on the financial statements for the year ended 30 September 2024 was unqualified.

The audit report was signed on 25 April 2025 by Martin Ramsey BSc (Hons) FCCA (Senior statutory auditor) on behalf of MHA.

 
Page 7