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Company registration number: 14027379







UNAUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED



































                                                                                                                                  img5b39.png


 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 


 
COMPANY INFORMATION


Directors
M. G. Kean 
T. Sturmy 
M. R. Swindell 




Registered number
14027379



Registered office
Capital Tower
91 Waterloo Road

London

SE1 8RT




Accountants
Menzies LLP
Chartered Accountants

2nd Floor, Origin One

108 High Street

Crawley

RH10 1BD





 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 



CONTENTS



Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 8


 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
REGISTERED NUMBER:14027379



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
€
€

Fixed assets
  

Fixed asset investments
 4 
190,021
190,021

  
190,021
190,021

Current assets
  

Debtors: amounts falling due after more than one year
 5 
1,776,301
1,779,522

Debtors: amounts falling due within one year
 5 
226,672
130,252

Cash at bank and in hand
  
49,177
109,238

  
2,052,150
2,019,012

Creditors: amounts falling due within one year
 6 
(417,565)
(473,144)

Net current assets
  
 
 
1,634,585
 
 
1,545,868

Total assets less current liabilities
  
1,824,606
1,735,889

  

Net assets
  
1,824,606
1,735,889


Capital and reserves
  

Called up share capital 
 7 
100
100

Profit and loss account
  
1,824,506
1,735,789

Total equity
  
1,824,606
1,735,889


Page 1

 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
REGISTERED NUMBER:14027379


    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

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

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




T. Sturmy
Director

Date: 18 September 2026

The notes on pages 4 to 8 form part of these financial statements.

Page 2

 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

€
€
€


At 1 January 2024
100
1,649,569
1,649,669


Comprehensive income for the year

Profit for the year
-
86,220
86,220
Total comprehensive income for the year
-
86,220
86,220


Total transactions with owners
-
-
-



At 1 January 2025
100
1,735,789
1,735,889


Comprehensive income for the year

Profit for the year
-
88,717
88,717
Total comprehensive income for the year
-
88,717
88,717


At 31 December 2025
100
1,824,506
1,824,606


The notes on pages 4 to 8 form part of these financial statements.

Page 3

 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The Company is limited by shares and incorporated in England in the UK. The address of the registered office is given in the Company information page of these financial statements.

The principal activity of the Company is provision of administrative, company secretarial and contract management services to Rock Rail Main-Weser GmbH & Co. KG.

The principal place of business is the same as the registered office address.

The financial statements are presented in euros which is the functional currency of the Company and rounded to the nearest €1.

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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
 
∙    the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
∙the requirements of Section 7 Statement of Cash Flows; and
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Rock Rail Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.

Page 4

 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on the going concern basis which the Directors consider appropriate for the reasons outlined below and where they have reviewed cash flow forecasts for a period of at least 12 months from the date of signing these financial statements. The Company has made a profit for the year of  €88,717 (2024: €86,220) and has net assets of €1,824,606 (2024: €1,735,889).

The Directors have made an assessment of the Company’s ability to continue as a going concern, including any impacts of the current economic downturn, and are satisfied that the Company has the resources to continue in operation for the foreseeable future.

The revenue of the Company is primarily attributable to fees earned for providing administrative, company secretarial and contract management services through a Company Management Agreement ("CMA"). As a result, the ability of the Company to continue as a Going Concern is based on the ability of its affiliated entities which it provides services to, specifically, Rock Rail Main-Weser GmbH & Co. KG.

The Directors have reviewed cash flow forecasts for the Company, Rock Rail Main-Weser GmbH & Co. KG and of the consolidated operations of its sole shareholder Rock Rail Holdings Limited for a period of at least 12 months from the date of signing of these financial statements. In preparing these forecasts, the Directors considered the uncertainty of the current economic downturn and its impact on short and medium term cash liquidity. The forecasts include a variety of scenarios the Directors consider to be appropriate with the information available as of the date of approval of these financial statements, including, but not limited to, risk in relation to the credit worthiness of the lease rental counterparty and the availability of cash reserves to fund operating expenditure.

Under both the base case scenario and reasonably plausible downside scenarios, the Directors have concluded that Rock Rail Main-Weser Management Limited has the resources available to continue in operation for the foreseeable future and meets its contractual commitments under the CMA. As a result, the directors have concluded the Company will be able to continue in operational existence and meets its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. Therefore, the financial statements have been prepared on the going concern basis.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Management services income is recognised over a specified period of time based on the method that represents the stage of completion in delivery of the services.

 
2.5

Interest income

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

 
2.6

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.

Page 5

 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Taxation

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

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


 
2.8

Valuation of investments

The Company's investments in unlisted company shares meet the description of basic financial instruments. When market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.9

Financial instruments

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


3.


Employees

The average monthly number of employees, including the directors, during the year was 4 (2024 - 3).


4.


Fixed asset investments





Unlisted Investments

€



Cost or valuation


At 1 January 2025
190,021



At 31 December 2025
190,021




The Company owns 6.17% of Rock Rail Main-Weser Parent Limited, a company incorporated in England.
Page 6

 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Debtors

2025
2024
€
€

Due after more than one year

Shareholder loan notes
1,776,301
1,779,522

1,776,301
1,779,522


2025
2024
€
€

Due within one year

Amounts owed by group undertakings
-
3,722

Interest receivable on shareholder loan notes
226,672
124,356

Corporation tax
-
2,174

226,672
130,252


During the year, the Company had shareholder loan notes due from Rock Rail Main-Weser Holdco Limited with a carrying value of €1,776,301 (2024 - €1,779,522) as at 31 December 2025. The loan notes bear interest at a nominal rate of 5% rising to 7% per annum and mature in 2044. Repayment of the principal will be made in 28 instalments commencing in March 2029.

Amounts owed by group undertaking are repayable on demand. Interest is receivable on the outstanding balance of the loan at 7% (2024: 7%).


6.


Creditors: amounts falling due within one year

2025
2024
€
€

Amounts owed to group undertakings
378,271
449,716

Corporation tax
35,763
-

Accruals and deferred income
3,531
23,428

417,565
473,144


Amounts owed to group undertakings are repayable on demand. Interest accrues at a rate of 2.5%.


7.


Called up share capital

2025
2024
€
€
Allotted, called up and fully paid



100 (2024 - 100) Ordinary shares of €1.00 each
100
100


Page 7

 


ROCK RAIL MAIN-WESER MANAGEMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Related party transactions

During the financial year, Rock Rail Main-Weser Management Limited received €534,722 (2024: €523,304) of management fees from Rock Rail Main-Weser GmbH & Co. KG, a related party due to key management personnel.

As at the year end, the Company was owed €2,002,973 (2024: €1,903,878) by Rock Rail Main-Weser Holdco Limited, a related party due to key management personnel.

At the balance sheet date, the Company owed €378,271 (2024: €449,716) to Rock Rail Holdings Limited, a group company. During the financial year, interest of €9,738 (2024: €9,426) was charged in respect of that loan. The loan is repayable on demand.

At the balance sheet date, the Company was owed €Nil (2024: €3,722) by Rock Rail Management Services Limited, a group company. During the financial year, no interest (2024: €Nil) was received in respect of this loan. The loan is payable on demand.

All transactions were made on terms equivalent to those that prevail in arm's length transactions.


9.


Controlling party

The immediate parent company and ultimate parent company is Rock Rail Holdings Limited, a company incorporated in England. The registered office address of Rock Rail Holdings Limited is Capital Tower, 91 Waterloo Road, London, United Kingdom, SE1 8RT. The results of this company are included in the consolidated financial statements of Rock Rail Holdings Limited.

The ultimate controlling party is M R Swindell, by the virtue of his majority shareholding in Rock Rail Holdings Limited.

 
Page 8