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Registered number: 15447573










NBT UK HOLDINGS LMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

 
NBT UK HOLDINGS LMITED
 
 
COMPANY INFORMATION


Director
David Eyre (appointed 27 January 2024)




Registered number
15447573



Registered office
Unit 30 Coulman Road Industrial Estate
Thorne

Doncaster

DN8 5JU




Independent auditors
Shorts

Chartered Accountants & Statutory Auditor

2 Ashgate Road

Chesterfield

S40 4AA





 
NBT UK HOLDINGS LMITED
 

CONTENTS



Page
Group Strategic Report
 
1
Director's Report
 
2
Director's Responsibilities Statement
 
3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Balance Sheet
 
9
Company Balance Sheet
 
10
Consolidated Statement of Changes in Equity
 
11
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13
Notes to the Financial Statements
 
14 - 30


 
NBT UK HOLDINGS LMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024

Introduction
 
The director presents his strategic report for 11-month period ended 31 December 2024.

The principal activity of the group is the manufacture of railway products.

Business review
 
Direct Track Solutions Ltd (DTS) has continued to deliver robust performance in the UK rail infrastructure supply sector, maintaining its reputation for quality, reliability, and innovation. The acquisition by NBT Neue Bahntechnik Holdings AG, in July 2024 has further strengthened DTS’s financial and technical capabilities, positioning the company for long-term growth and enhanced market presence.

Principal risks and uncertainties
 
The UK rail industry remains a critical component of national infrastructure, supporting over 1.4 billion passenger journeys annually.  Despite the daily challenges such as capacity constraints and aging infrastructure, the market outlook is positive, with increasing government support and strategic reforms aimed at improving efficiency and resilience.
Network Rail’s maintenance and renewal activities are governed under Control Period 7 (CP7), spanning 2024–2029. The organisation has launched its Greener Railway Strategy 2025–2050, focusing on three strategic ambitions: a railway fit for the future, a railway that cares for the environment, and a railway that helps communities thrive.

Financial key performance indicators
 
DTS serves a wide array of customers, primarily focused on maintenance and renewal contracts with Network Rail. The company’s comprehensive product offering, including a full complement of track items, provides a competitive edge in the market. DTS’s ability to deliver tailored solutions and maintain high service levels has solidified its reputation as a trusted supplier.
The acquisition by NBT Neue Bahntechnik Holdings AG, in July 2024 marked a pivotal moment for DTS. Schwihag, a Swiss-based global leader in rail components, brings over 50 years of expertise and a strong international footprint. The acquisition has strengthened DTS’s financial stability, enhanced technical capabilities and innovation potential, expanded access to global markets and supply chains. This has help preserved DTS’s brand identity and operational structure. By leveraging the Schwihag technical and design functions it is the aim of DTS to bring more sustainable and economically beneficial products to the market. 


This report was approved by the board on 25 September 2025 and signed on its behalf.



David Eyre
Director

Page 1

 
NBT UK HOLDINGS LMITED
 
 
 
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the period ended 31 December 2024.

Director

The director who served during the period was:

David Eyre (appointed 27 January 2024).

Results and dividends

The profit for the period, after taxation, amounted to £214,695.

Future developments

Looking ahead, DTS will focus on leveraging Schwihag’s global resources to enhance product development, supporting Network Rail’s sustainability and renewal initiatives, expanding customer engagement and market share within the UK, investing in digital marketing tools and data-driven supply chain optimisation, and maintaining operational excellence and compliance with industry standards.
DTS remains a customer-led organisation with an emphasis on personalisation, whilst offering a fast and efficient service.  

Qualifying third party indemnity provisions

The directors have been granted a qualifying third party indemnity provision under Section 234 of the Companies Act 2006. This indemnity does not provide cover in the event of the director acting fraudulently or dishonestly.

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsShortswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 September 2025 and signed on its behalf.
 





David Eyre
Director

Page 2

 
NBT UK HOLDINGS LMITED
 
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:

select suitable accounting policies for the Group's financial statements 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 Group will continue in business.

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
NBT UK HOLDINGS LMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED
 

Opinion


We have audited the financial statements of NBT UK Holdings Lmited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the period 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent 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 director with respect to going concern are described in the relevant sections of this report.


Page 4

 
NBT UK HOLDINGS LMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group Strategic Report and the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
NBT UK HOLDINGS LMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED (CONTINUED)


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 an Auditors' 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 these Group financial statements.


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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
through discussions with the directors and other management and from our commercial knowledge and experience, we identified the laws and regulations applicable to the company; and
focusing on the specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, we assessed the extent of compliance with those laws and regulations identified above through making enquiries of management and inspecting relevant correspondence.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected transactions;
reviewed journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.


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 Auditors' Report.


Page 6

 
NBT UK HOLDINGS LMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Andrew Irvine (Senior Statutory Auditor)
  
for and on behalf of
Shorts
 
Chartered Accountants & Statutory Auditor
2 Ashgate Road
Chesterfield
S40 4AA

25 September 2025
Page 7

 
NBT UK HOLDINGS LMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024

2024
Note
£

  

Turnover
 4 
6,531,861

Cost of sales
  
(5,286,375)

Gross profit
  
1,245,486

Distribution costs
  
(12,638)

Administrative expenses
  
(837,040)

Operating profit
 5 
395,808

Interest receivable and similar income
 8 
5,805

Interest payable and similar expenses
 9 
(60,209)

Profit before taxation
  
341,404

Tax on profit
 10 
(126,709)

Profit for the financial period
  
214,695

Profit for the period attributable to:
  

Owners of the parent Company
  
214,695

  
214,695

There was no other comprehensive income for 2024.

The notes on pages 14 to 30 form part of these financial statements.

Page 8

 
NBT UK HOLDINGS LMITED
REGISTERED NUMBER: 15447573

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
Note
£

Fixed assets
  

Intangible assets
 11 
3,194,960

Tangible assets
 12 
366,994

  
3,561,954

Current assets
  

Stocks
 14 
1,008,010

Debtors: amounts falling due within one year
 15 
1,901,189

Cash at bank and in hand
  
1,434,107

  
4,343,306

Creditors: amounts falling due within one year
 16 
(7,602,655)

Net current (liabilities)/assets
  
 
 
(3,259,349)

Total assets less current liabilities
  
302,605

Provisions for liabilities
  

Deferred taxation
 17 
(87,909)

Net assets
  
214,696


Capital and reserves
  

Called up share capital 
 18 
1

Profit and loss account
 19 
214,695

  
214,696


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.




David Eyre
Director

The notes on pages 14 to 30 form part of these financial statements.

Page 9

 
NBT UK HOLDINGS LMITED
REGISTERED NUMBER: 15447573

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
Note
£

Fixed assets
  

Investments
 13 
8,544,887

  
8,544,887

  

Creditors: amounts falling due within one year
 16 
(8,607,136)

Net current (liabilities)/assets
  
 
 
(8,607,136)

Total assets less current liabilities
  
(62,249)

  

  

Net assets excluding pension asset
  
(62,249)

Net (liabilities)/assets
  
(62,249)


Capital and reserves
  

Called up share capital 
 18 
1

Profit and loss account carried forward
  
(62,250)

  
(62,249)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.


David Eyre
Director

The notes on pages 14 to 30 form part of these financial statements.

Page 10

 
NBT UK HOLDINGS LMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Profit for the period
-
214,695
214,695


Contributions by and distributions to owners

Shares issued during the period
1
-
1


At 31 December 2024
1
214,695
214,696

The notes on pages 14 to 30 form part of these financial statements.

Page 11

 
NBT UK HOLDINGS LMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(62,250)
(62,250)


Contributions by and distributions to owners

Shares issued during the period
1
-
1


At 31 December 2024
1
(62,250)
(62,249)

The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
NBT UK HOLDINGS LMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2024
£

Cash flows from operating activities

Profit for the financial period
214,695

Adjustments for:

Amortisation of intangible assets
169,097

Depreciation of tangible assets
81,561

Interest paid
60,209

Interest received
(5,805)

Taxation charge
126,709

(Increase) in stocks
(8,631)

Decrease in debtors
17,148

Increase in creditors
5,181,362

Corporation tax (paid)
(184,566)

Net cash generated from operating activities

5,651,779


Cash flows from investing activities

Cost of acquisition of subsidiaries
(8,544,887)

Cash acquired on acquisition of subsidiaries
4,525,812

Purchase of tangible fixed assets
(144,194)

Interest received
5,805

Net cash from investing activities

(4,157,464)

Cash flows from financing activities

Issue of ordinary shares
1

Interest paid
(60,209)

Net cash used in financing activities
(60,208)

Net increase in cash and cash equivalents
1,434,107


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,434,107


The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

1.


General information

NBT UK Holdings Limited is a private company limited by share, incorporated in England and Wales (registered number: 15447573). Its registered office address is Unit 30 Coulman Road Industrial Estate, Thorne, Doncaster, DN8 5JU. The principal activity of the Company throughout the period was of a holding company. The principal activity of the Group throughout the period was to manufacture railway products and distribution of wholesale rail products. This Company was incorporated on the 27th January 2024.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The group's functional and presentional currency is pounds sterling.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

At the 31 December 2024 the Company had net liabilities of £62,249. The directors have a reasonable expectation that the Company and the Group has adequate resources to continue in operational extistence for the foreseeable future. 

The shareholders have also indicated their intention to continue supporting the Company for the foresseable future and therefore it is considered a going concern.

Page 14

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Group as lessee

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

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

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.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 15

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date.

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

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.

Page 16

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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:

Plant and machinery
-
20%
straight line
Motor vehicles
-
25%
straight line
Office equipment
-
20%
straight line

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 17

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Financial instruments

The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as bank and cash balances, trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the transaction price and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets and liabilities are offset, and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 18

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies 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.
Critical judgements in applying the entity's accounting policies
No significant judgements have had to be made by management in preparing these financial statements.
Critical accounting estimates and assumptions
Preparation of the financial statements requires management to make significant judgements and estimates. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that will have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually and are amended when necessary to reflect current estimates, based on technological advancement and the physical condition of the assets. See note 12 for the carrying amount of tangible fixed assets, and note 2 above for the depreciation rates applied to each category of assets. 
Stock provisioning
The company holds a wide range of stock, some of which is subject to changing customer demands, sometimes dictated by regulatory changes, and fashion trends. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around its anticipated future saleability. See note 14 for the net carrying amount of stock, stated after the associated provision.
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, and historical experience. See note 15 for the net carrying amounts of debtors, stated after the associated impairment provision.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
£

Sale of goods
6,531,861

6,531,861


All turnover arose within the United Kingdom.

Page 19

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

5.


Operating profit

The operating profit is stated after charging:

2024
£

Depreciation of tangible fixed assets
81,561

Amortisation of intangible fixed assets
169,097


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


2024
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
6,000

Fees payable to the Company's auditors in respect of:

The auditing of accounts of subsidaries of the Company
10,000

All non-audit services not included above
6,000


7.


Employees

Staff costs were as follows:


Group
2024
£


Wages and salaries
410,291

Social security costs
41,097

Cost of defined contribution scheme
3,926

455,314


The average monthly number of employees, including the director, during the period was as follows:


        2024
            No.






Employees
22

The Company has no employees other than the directors, who did not receive any remuneration.
Page 20

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

8.


Interest receivable

2024
£


Other interest receivable
5,805

5,805


9.


Interest payable and similar expenses

2024
£


Loans from group undertakings
56,250

Other interest payable
3,959

60,209


10.


Taxation


2024
£

Corporation tax


Current tax on profits for the year
111,159


Deferred tax


Origination and reversal of timing differences
15,550


Tax on profit
126,709
Page 21

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

2024
£


Profit on ordinary activities before tax
341,404


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
85,351

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
235,392

Non-taxable income
41,937

Deferred taxation not recognised
12,739

Dividends from UK companies
(19,000)

Taxation adjustments in relation to acquisition of subsidiaries
(214,946)

Group relief
(14,764)

Total tax charge for the period
126,709

Page 22

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

11.


Intangible assets

Group and Company




Patents
Goodwill
Total

£
£
£



Cost


Additions
-
3,354,949
3,354,949


On acquisition of subsidiaries
9,108
-
9,108



At 31 December 2024

9,108
3,354,949
3,364,057



Amortisation


Charge for the period on owned assets
1,350
167,747
169,097



At 31 December 2024

1,350
167,747
169,097



Net book value



At 31 December 2024
7,758
3,187,202
3,194,960



No intangible assets held within the parent company's financial statements.

Page 23

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

12.


Tangible fixed assets

Group






Plant and machinery
Office equipment
Total

£
£
£



Cost 


Additions
143,795
399
144,194


Acquisition of subsidiary
289,521
14,840
304,361



At 31 December 2024

433,316
15,239
448,555



Depreciation


Charge for the period on owned assets
77,538
4,023
81,561



At 31 December 2024

77,538
4,023
81,561



Net book value



At 31 December 2024
355,778
11,216
366,994

No tangible assets held within the parent company's financial statements.


13.


Fixed asset investments

Group





Investments in subsidiary companies

£





Additions
100


Disposals
(100)



At 31 December 2024
-




DTS Digital Limited was acquired through the acquisition of subisidiary and then subsequently dissolved during the financial year.

Page 24

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Company





Investments in subsidiary companies

£



Cost 


Additions
8,544,887



At 31 December 2024
8,544,887





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Direct Track Solutions Holdings Limited
Units 9 & 10 Kingfisher Way, Dinnington, Sheffield, S25 3AF
Ordinary
100%
Direct Track Solutions Limited
Units 9 & 10 Kingfisher Way, Dinnington, Sheffield, S25 3AF
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Direct Track Solutions Holdings Limited
1,261,389
182,491

Direct Track Solutions Limited
4,373,241
987,063


14.


Stocks

Group
2024
£

Raw materials and consumables
1,008,010

1,008,010


Page 25

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

15.


Debtors

Group
2024
£


Trade debtors
1,693,762

Other debtors
207,427

1,901,189



16.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Trade creditors
2,291,622
-

Amounts owed to group undertakings
4,456,651
8,601,136

Corporation tax
181,137
-

Other taxation and social security
371,767
-

Other creditors
8,070
-

Accruals and deferred income
293,408
6,000

7,602,655
8,607,136


Included within amounts owed to group undertakings is a balance of £3,056,250 relating to deferred consideration payable on the acquisition of subsidiaries. The amount is unsecured, bears interest at an annual rate of 3.75%, and is repayable on demand.

Page 26

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

17.


Deferred taxation


Group



2024


£






Charged to profit or loss
(15,550)


Arising on business combinations
(72,359)



At end of year
(87,909)







The deferred taxation balance is made up as follows:

Group
2024
£

Accelerated capital allowances
88,402

Pension surplus
(493)

(87,909)

Page 27

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

18.


Share capital

2024
£
Allotted, called up and fully paid


1 Ordinary Shares share of £1.00
1




19.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.

20.
 

Business combinations

The fair value of consideration in relation to the acquistion of Direct Track Solutions Holdings Limited and Direct Track Solutions Limited as follows:

Acquisition of Direct Tack Solutions Holdings Limited and Direct Track Solutions Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
304,362
304,362

Intangible
9,109
9,109

313,471
313,471

Current Assets

Stocks
999,379
999,379

Debtors
1,844,877
1,844,877

Cash at bank and in hand
4,525,812
4,525,812

Total Assets
7,683,539
7,683,539

Creditors

Due within one year
(2,421,242)
(2,421,242)

Deferred taxation
(72,359)
(72,359)

Total Identifiable net assets
5,189,938
5,189,938


Goodwill
3,354,949

Total purchase consideration
8,544,887

Page 28

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

20.Business combinations (continued)

Consideration

£


Cash
5,544,887

Deferred consideration
3,000,000

Total purchase consideration
8,544,887

Cash outflow on acquisition

£

Purchase consideration settled in cash, as above
1,019,075

1,019,075

Less: Cash and cash equivalents acquired
4,525,812

Net cash outflow on acquisition
5,544,887

The results of Direct Tack Solutions Holdings Limited and Direct Track Solutions Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
6,531,861

Profit for the period since acquisition
429,373


21.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£

Not later than 1 year
146,010

Later than 1 year and not later than 5 years
555,709

Later than 5 years
137,170

838,889
Page 29

 
NBT UK HOLDINGS LMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

22.


Related party transactions

The company has taken advantage of the exemption under paragraph 33.1A from the provisions of section 33 of FRS 102. Related party disclosures, from disclosing transaction with wholly owned subsidiary undertakings.

Other related parties:

Transactions during the year and balances at the year end with other related parties are shown below:


2024
£

Sales
286,366
Purchases
(98,880)
Creditors
445,744

The above loans are unsecured, interest free and repayable on demand.


23.


Controlling party

NBT Neue Bahntechnik Holdings AG, a company registered in Switzerland, is the ultimate parent company.

The largest group in which the results of the company are consolidated is NBT Neue Bahntechnik Holdings AG. The smallest group in which the results of the company are consolidated is NBT UK Holdings Limited, the consolidated financial statements are available upon request from Companies House, Crown Way, Cardiff, CF14 3UZ.

By virtue of shareholding, the controlling party is Karl-Heinrich Schwiede.

Page 30