REGISTERED NUMBER: 08313939 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 July 2024

for

CK Rail Solutions Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

Mr D Hughes

Mr M Lees

Mr M Lees

Mr P T Gray

REGISTERED OFFICE:

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

REGISTERED NUMBER:

08313939 (England and Wales)

AUDITORS:

Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

The directors, in preparing this strategic report for CK Rail Solutions Limited (‘the company’), have complied with section 414C of the Companies Act 2006. The report and financial statements cover the year ended 31 July 2024.

PRINCIPAL ACTIVITY

The principal activities of the company are the provision of services to the rail and construction industries. These include: civil engineering works, construction work, maintenance works and vegetation management.

REVIEW OF BUSINESS

Total turnover for the year was £16,291,315 (2023 £18,208,096), generating a gross profit of £8,520,712 (2023 £10,440,976). The profit after taxation was £489,175 (2023 £3,393,787).

Gross margins have decreased slightly due to changes in the mix of projects but remain strong. Overheads have increased as the directors have invested in people, facilities and processes in order to facilitate further growth in the business.

The company has been involved in multiple tendering processes for various packages of work in the next Network Rail control period. The prospective contracts cover various work streams across a number of geographical locations in England. These contracts cover periods between 5 and 10 years and are expected to provide a clear and reliable pipeline of work to enable further growth in the business over the coming years.

PRINCIPAL RISKS AND UNCERTAINTIES

The company’s activities expose it to a number of financial and non-financial risks. These are monitored continuously by the board and broader senior management team in order to ensure mitigating actions and effective controls are in place to address these risks. The principal risks and uncertainties are outlined below.

Credit Risk

The company is exposed to credit risk on its trade debtors with the risk of default by customers. This is managed through periodic review of aged debt and the application of the directors’ discretion when setting credit limits for customers.

Liquidity Risk

The company is principally financed through equity, with limited external debt taken out for the acquisition of specific assets (such as vehicles for use by the company). Liquidity risk is managed through regular review of forecast cashflows and management of the wider group’s funds across the various subsidiaries of the group.

Regulatory Risk

The company’s operations require it to maintain various regulatory accreditations in order to operate in specialist sectors. The loss of such accreditations could impair the company’s ability to deliver projects and generate revenues. These compliance risks are managed through the use of specialist external consultants to advise on the compliance of processes, the recruitment of specialist experienced staff with designated responsibility for areas of regulatory importance and the adoption of clearly defined supplier due diligence policies and processes to ensure continued compliance with regulations.

Key Performance Indicators

Management reviews the level of turnover, gross profit (both of which are set out in the Income Statement) and EBITDA (2024: £1,038,693; 2023: £3,978,875) throughout the year. The performance of individual projects is also monitored in order to ascertain the efficiency of delivery on these projects.

ON BEHALF OF THE BOARD:

Mr M Lees - Director

6 September 2025

The directors present their report with the financial statements of the company for the year ended 31 July 2024.

DIVIDENDS

An interim dividend of 4668 per share was paid on 5 April 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 July 2024 will be £ 1,164,812 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 August 2023 to the date of this report.

Mr D Hughes

Mr M Lees

Mr M Lees

Mr P T Gray

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Sutton McGrath Hartley, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M Lees - Director

6 September 2025

Opinion

We have audited the financial statements of CK Rail Solutions Ltd (the 'company') for the year ended 31 July 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 July 2024 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our assessment of the susceptibility to material misstatement, whether by fraud or error, is made in a risk based

approach.

In this approach, laws and regulations applicable to the entity, such as the Companies Act 2006, United Kingdom

Generally Accepted Accounting Practice including Financial Reporting Standard 102, the relevant tax compliance

regulations within the UK, employment law, and Health and Safety law is considered, and the policies and controls the entity has in place to comply with these laws are reviewed, by discussion, reviews of correspondence and registrations monitored by external bodies. The engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Policies and controls relating to the risk of material misstatement as a result of fraud are also considered. These are

assessed by obtaining an understanding of the company's operations and control environment. The policies and

controls have been reviewed by discussion, review and sample testing of accounting entries, challenging assumptions and judgements, reviewing and evaluating related parties transactions, and wider background searches.Testing of income recognition and cut off is also completed.

We have ensured that the engagement team have appropriate levels of competence and experience to effectively

monitor these risks and carry out work relevant to our assessment of each risk, including consideration of the industry the company operates in and its size and complexity.

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.

James Salim FCCA (Senior Statutory Auditor)

for and on behalf of Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

6 September 2025

TURNOVER

3

16,291,315

18,208,096

Cost of sales

7,770,603

7,767,120

GROSS PROFIT

8,520,712

10,440,976

Distribution costs

1,995,660

1,701,446

Administrative expenses

6,192,956

5,096,796

8,188,616

6,798,242

OPERATING PROFIT

5

332,096

3,642,734

Income from shares in group undertakings

213,339

-

545,435

3,642,734

Interest payable and similar expenses

7

89,170

20,026

PROFIT BEFORE TAXATION

456,265

3,622,708

Tax on profit

8

(32,910

)

228,921

PROFIT FOR THE FINANCIAL YEAR

489,175

3,393,787

PROFIT FOR THE YEAR

489,175

3,393,787

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

489,175

3,393,787

FIXED ASSETS

Tangible assets

10

853,643

1,393,741

Investments

11

6,030,000

6,030,000

6,883,643

7,423,741

CURRENT ASSETS

Debtors

12

11,713,578

12,238,037

Cash at bank and in hand

641,012

554,348

12,354,590

12,792,385

CREDITORS

Amounts falling due within one year

13

2,406,178

2,826,342

NET CURRENT ASSETS

9,948,412

9,966,043

TOTAL ASSETS LESS CURRENT LIABILITIES

16,832,055

17,389,784

CREDITORS

Amounts falling due after more than one year

14

(683,513

)

(415,277

)

PROVISIONS FOR LIABILITIES

17

(181,643

)

(331,971

)

NET ASSETS

15,966,899

16,642,536

CAPITAL AND RESERVES

Called up share capital

18

100

100

Retained earnings

15,966,799

16,642,436

SHAREHOLDERS' FUNDS

15,966,899

16,642,536

The financial statements were approved by the Board of Directors and authorised for issue on 6 September 2025 and were signed on its behalf by:

Mr M Lees - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 August 2022

100

13,483,649

13,483,749

Changes in equity

Dividends

-

(235,000

)

(235,000

)

Total comprehensive income

-

3,393,787

3,393,787

Balance at 31 July 2023

100

16,642,436

16,642,536

Changes in equity

Dividends

-

(1,164,812

)

(1,164,812

)

Total comprehensive income

-

489,175

489,175

Balance at 31 July 2024

100

15,966,799

15,966,899

1.	STATUTORY INFORMATION

CK Rail Solutions Ltd 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.

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

In accordance with FRS 102, the company has taken advantage of the exemptions from the disclosure requirements of:

Section 11 'Basic Financial Instruments' paragraphs 11.39 to 11.48A and Section 12 'Other Financial Instruments Issues' paragraphs 12.26 to 12.29A, as the equivalent disclosures required by the FRS are included in the consolidated financial statements of the group in which the entity is consolidated; and

Section 33 'Related Party Disclosures' - Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of C King Holdings Ltd. The consolidated financial statements of C King Holdings Ltd are available from the registered office or Companies House.

Going Concern

The financial statements have been prepared on the going concern basis.

The company has sufficient finance to control its cashflow and support its working capital requirements to enable future planned growth.

Having carried out a detailed review of the company's position and its forecasts to the date 12 months from the date of signing of these financial statements, the directors consider the company to have adequate resources to meet its liabilities as they fall due.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Plant & machinery - 25% reducing balance

Motor vehicles - 25% reducing balance

Computer equipment - 25% reducing balance

Fixtures & fittings - 25% reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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.

3.

TURNOVER

An analysis of the company's turnover is as follows:

2024

2023

£

£

Rail consultancy and civil engineering

16,291,315

18,208,096

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,736,727

1,895,891

Social security costs

321,468

211,323

Other pension costs

47,108

28,380

3,105,303

2,135,594

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

2024

2023

Operational

29

16

Administrative

15

10

44

26

2024

2023

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Hire of plant and machinery

1,995,660

1,701,446

Other operating leases

119,437

102,664

Depreciation - owned assets

299,442

235,228

Depreciation - assets on hire purchase contracts

33,179

100,913

Loss on disposal of fixed assets

155,701

-

Auditors' remuneration

8,000

8,000

6.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional items

-

(322,761

)

Exceptional items related to costs associated with tendering for a number of multi-year framework contracts that began in 2024.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other interest

-

739

Hire purchase

89,170

19,287

89,170

20,026

8.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

91,604

Prior year tax adjustment

117,418

-

Total current tax

117,418

91,604

Deferred tax

(150,328

)

137,317

Tax on profit

(32,910

)

228,921

Reconciliation of total tax (credit)/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:

2024

2023

£

£

Profit before tax

456,265

3,622,708

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

114,066

688,315

Effects of:

Expenses not deductible for tax purposes

5,034

7,444

Income not taxable for tax purposes

(53,335

)

-

Capital allowances in excess of depreciation

(182,928

)

-

Depreciation in excess of capital allowances

-

15,852

Research and development tax credit

-

(219,052

)

Group relief

(33,165

)

(272,382

)

Adjustments in respect of prior years

117,418

-

Difference in tax rates

-

8,744

Total tax (credit)/charge

(32,910

)

228,921

9.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Interim

1,164,812

235,000

10.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 August 2023

1,703,834

9,797

274,163

28,624

2,016,418

Additions

206,382

25,154

836,396

-

1,067,932

Disposals

(1,131,698

)

(34,951

)

(534,824

)

-

(1,701,473

)

At 31 July 2024

778,518

-

575,735

28,624

1,382,877

DEPRECIATION

At 1 August 2023

508,796

3,942

95,709

14,230

622,677

Charge for year

240,834

1,342

86,846

3,599

332,621

Eliminated on disposal

(353,056

)

(5,284

)

(67,724

)

-

(426,064

)

At 31 July 2024

396,574

-

114,831

17,829

529,234

NET BOOK VALUE

At 31 July 2024

381,944

-

460,904

10,795

853,643

At 31 July 2023

1,195,038

5,855

178,454

14,394

1,393,741

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

Motor

machinery

vehicles

Totals

£

£

£

COST

At 1 August 2023

604,180

66,995

671,175

Additions

-

334,058

334,058

At 31 July 2024

604,180

401,053

1,005,233

DEPRECIATION

At 1 August 2023

84,513

17,796

102,309

Charge for year

-

33,179

33,179

At 31 July 2024

84,513

50,975

135,488

NET BOOK VALUE

At 31 July 2024

519,667

350,078

869,745

At 31 July 2023

519,667

49,199

568,866

11.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 August 2023

and 31 July 2024

6,030,000

NET BOOK VALUE

At 31 July 2024

6,030,000

At 31 July 2023

6,030,000

The fixed asset investments value represents the historic cost of the investment in 100% of the issued share capital of TG Beighton Ltd.

12.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

764,574

298,481

Amounts owed by group undertakings

4,857,787

5,498,713

Other debtors

895,384

813,512

Directors' current accounts

-

3,124

Tax

-

101,344

VAT

-

344,755

Prepayments and accrued income

4,465,559

5,178,108

10,983,304

12,238,037

Amounts falling due after more than one year:

Other debtors

730,274

-

Aggregate amounts

11,713,578

12,238,037