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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
COMPANY INFORMATION
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NBT UK HOLDINGS LMITED
CONTENTS
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NBT UK HOLDINGS LMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
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.
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.
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.
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.
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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.
The director who served during the period was:
The profit for the period, after taxation, amounted to £214,695.
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.
There have been no significant events affecting the Group since the year end.
The auditors, Shorts, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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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 2006. He 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.
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NBT UK HOLDINGS LMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED
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 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).
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.
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.
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NBT UK HOLDINGS LMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED (CONTINUED)
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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.
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.
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NBT UK HOLDINGS LMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED (CONTINUED)
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.
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NBT UK HOLDINGS LMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBT UK HOLDINGS LMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants & Statutory Auditor
2 Ashgate Road
Chesterfield
S40 4AA
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NBT UK HOLDINGS LMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
REGISTERED NUMBER: 15447573
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.
The notes on pages 14 to 30 form part of these financial statements.
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NBT UK HOLDINGS LMITED
REGISTERED NUMBER: 15447573
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 30 form part of these financial statements.
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NBT UK HOLDINGS LMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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
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:
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.
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.
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Goodwill
Other intangible assets
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.
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (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:
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.
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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.
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
10.Taxation (continued)
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Profit and loss account
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
20.Business combinations (continued)
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NBT UK HOLDINGS LMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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.
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