| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| SWARCO UK & Ireland Ltd |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| SWARCO UK & Ireland Ltd |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 7 |
| Report of the Independent Auditors | 11 |
| Profit and Loss Account | 14 |
| Other Comprehensive Income | 15 |
| Balance Sheet | 16 |
| Statement of Changes in Equity | 18 |
| Notes to the Financial Statements | 19 |
| SWARCO UK & Ireland Ltd |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Chartered Accountants |
| & Statutory Auditors |
| Oak Tree House, Harwood Road |
| Northminster Business Park |
| Upper Poppleton |
| York |
| YO26 6QU |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The profit for the year after taxation amounted to £1,502,255 (2023: Profit £43,467). The balance sheet position as at 31 December 2024 has increased compared with prior year, with net current assets of £15,410,537 (2023: £13,855,605) and net assets of £18,487,915 (2023: £16,985,660). |
| In the financial year under review, the company demonstrated strong trading performance (turnover increased by 22.4% in 2024), driven by the successful securing of several large orders. These significant contracts have not only contributed to a robust increase in revenue but also positioned us for sustained growth in the coming periods. The successful acquisition of these key orders reflects both our strategic business development efforts and the confidence our customers have in our products and services. As a result, we have been able to maintain a solid financial footing and capitalize on new opportunities, ensuring continued stability and growth. |
| The company continues to leverage the successful acquisition of Dynniq Mobility, completed in 2022, to drive growth and enhance our market position. The integration has significantly strengthened our product and service offering, enabling us to deliver more comprehensive and innovative solutions to our clients. This strategic acquisition has allowed us to combine expertise, resources, and capabilities, resulting in a more competitive and resilient business. As we move forward, the benefits of this merger continue to be realised, providing a solid foundation for future growth and expanding our footprint in the industry. |
| The company continues to build on the successful implementation of its SAP ERP system in 2023. Over the past year, we have made significant progress in optimising processes, improving operational efficiency, and enhancing data management capabilities across the business. The ongoing refinement of the system is central to our commitment to streamline operations, reduce costs, and improve decision-making. We remain dedicated to this journey of continuous improvement, ensuring that the full potential of the SAP ERP system is realized as we further enhance its integration and functionality across all departments. |
| In line with our unwavering commitment to health, safety, and environmental stewardship, throughout 2024 the company continued to invest in its "Zero Harm" programme, led by the central QHSSE (Quality, Health, Safety, Security, and Environment) department and championed by our Senior Management Team. This programme is designed to foster a culture of zero accidents, zero harm to health (including employee welfare), and net zero environmental impact across all areas of our business. Integrated throughout the organisation as well as our wider UK & Ireland portfolio of companies, the programme includes a series of workshops aimed at educating and empowering our employees at all levels. By prioritizing these principles, we continue to ensure the safety and well-being of our workforce while minimizing our environmental footprint, reinforcing our dedication to sustainable and responsible operations. |
| We are excited and optimistic about our performance and journey through 2025. Despite a highly complex political environment including government budget cuts and expenditure limitations, we believe SWARCO's core focus on customer care and intimacy will serve us well as the industry continues to highly value trusted partners that deliver. We will continue to monitor our customer's budgetary challenges and ensure our business is set up appropriately to support whilst carefully manging our cost base. We also see this as a great time for innovation in the industry, and we take our role in supporting key bodies such as ITS UK, ARTSM and others seriously as we look to drive the industry forwards within agreed standards. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| SECTION 172(1) STATEMENT |
| Engaging with our stakeholders and acting in a way that promotes the long-term success of the Company, while considering the impacts of our business decisions on our stakeholders, is central to our strategic thinking and our statutory duties in accordance with Section 172(1) of the Companies Act 2006 (s.172). The content below constitutes our s.172 Statement, as required under the Companies (Miscellaneous Reporting) Regulations 2018. |
| The Directors of the Company, as those of all other UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows: |
| A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: |
| - the likely consequences of any decision in the long-term; |
| - the interests of the company's employees; |
| - the need to foster the company's business relationships with suppliers, customers and others; |
| - the impact of the company's operations on the community and the environment; |
| - the desirability of the company maintaining a reputation for high standards of business conduct; and |
| - the need to act fairly as between shareholders of the company. |
| As part of their induction to the Company, a Director shall be briefed upon their duties and they can access professional advice on these, either from in-house legal counsel or, if they judge it necessary, from an independent advisor. In addition to direct decision making, the directors fulfil their duties partly through a governance framework that delegates day-to-day decision making to certain employees of the Company using an Authorisation Schedule which has been approved by the shareholders of the Company. |
| The following paragraphs summarise how the directors fulfil their duties: |
| Risk management |
| The Company provides safety critical products and services upon which our customers and communities rely. It is therefore vital that the Company can effectively identify, evaluate, manage and mitigate the risks that it faces and that it continues to evolve its approach to risk management. The Company operates within a defined group risk management framework, which has been approved by the Directors and the shareholders. The framework covers a number of areas, including the framework and structure of risk management within the organisation, tender and offer procedures, contract risk management and risk management tools and practices. |
| The details of the Company's principal risks and uncertainties are included within the Strategic Report on page 4 and the details of the Company's financial risk management objectives and policies are found in the Directors' Report on page 7. |
| Our people |
| The Company is committed to being a responsible business and employer. The behaviour and decisions of the Directors are aligned with the expectations of our staff, customers, shareholders, communities and society as a whole. People and communities are at the heart of all of the Company's products and services and for the Company to succeed it must continue to manage the performance of staff and develop talent, whilst ensuring that operations are performed as efficiently as possible. The directors must also ensure that its people share common values that inform and guide behaviour, so that the Company's goals are met in the correct manner. This is achieved by the continuing focus across the Company upon the five core SWARCO values of being innovative, cooperative, agile, passionate, reliable & trustworthy. These values are enshrined within the Group Code of Conduct, which has been approved by the Directors and the shareholders. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The Company and the Directors are committed to the principles of employee engagement, and we recognise that our people are our greatest asset. The Directors and Senior Management Team (SMT) engage with our people by regularly updating them on company performance, and other issues affecting them, via 'town hall' and departmental meetings, 'toolbox' talks, email communications, surveys and other methods as appropriate. These meetings, talks and communications are conducted on a two-way basis and feedback from our people is both welcome and encouraged. Engagement with our people commences as soon as possible when they join the Company, with an induction programme delivered by a member of the SMT (if possible). There are also various other mechanisms for engagement with our people across the business, including roadside QHSSE reviews and on-site visits by our senior team. The Company conducts an employee engagement survey every 6 months, the results of which are reviewed by the Directors and SMT, with resulting actions implemented as soon as reasonably possible. The details of the Company's policies in relation to disabled employees and employee consultation are found in the Directors' Report on page 8. |
| Since the end of the Covid pandemic, the company has remained flexible with our employees working from home as well as in the office. Where appropriate, employees can work from home, although the Company encourages people to be in the office at least three days a week to prevent isolation and encourage team working. The Company and the Directors feel this is a balanced approached to the new working culture brought on by the pandemic and offers employees an improved work/life balance when there is no commuting as well as reducing the Company's indirect carbon footprint. |
| Business relationships |
| The Company strategy priorities organic growth in the design, manufacture and sale of advanced traffic products, traffic management systems and installation and maintenance services for the traffic industry. In order to achieve this, the Company continues to develop and maintain strong customer relationships, including but not limited to local and national government authorities and private contractors who ultimately sell into these authorities. The Company values all of its suppliers and has a mature and stable supply chain, a large percentage of whom it has traded with for many years. |
| Control by the Group is balanced by having clear internal group policies extending to subsidiaries on matters such as conflicts, major transactions and related party transactions, borrowing and the provision of guarantees. Inter-group transactions are also conducted at arm's length in line with SWARCO Group policies. |
| Monthly business review meetings at all levels through the organisation, aligned with regular customer and supplier engagement (formal and informal) provide an effective communication of any key decisions needed and a record of action taken, particularly when responding to new economic environments as have been seen over the last few years (war in Ukraine, component shortages etc). |
| Community and environment |
| The Company's approach is to use our relationships, network, products and services to create positive short- and long-term change for the people and communities in which we serve. The Company's products serve society by helping to enable efficient, safe travel across the road transport networks of the UK and Ireland, whilst our staff work closely with local and national government authorities to improve the lives of all who travel in those countries. Environmental risks are recognised and mitigated under a quality, health, safety, service and environment (QHSSE) framework, with a QHSSE Manager reporting directly to the board of directors. The Directors look to maintain high standards of business at all times and to act fairly, when considering the impact on the community and the environment of any decisions taken on behalf of the company and its stakeholders. |
| Principal risks and uncertainties |
| The management of the business and the execution of the Company's strategy are subject to several risks. The principal risks and uncertainties affecting the Company are considered to relate to the uncertain economic climate, project delivery and competition. |
| Economic risk relates to the general level of local and national government expenditure and the specific level of government expenditure directed towards the road transport sector. Although a number of local authorities have cut back on non-essential spend, road and traffic infrastructure requirements have been ring-fenced in a number of large authorities in recognition that transportation is key to assisting economic recovery. |
| In a written statement to Parliament from the Department for Transport, an internal review of the capital spend portfolio will be commissioned to support a long-term strategy for road transport and infrastructure. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| "As the Chancellor informed Parliament, I am commissioning an internal review of DfT's capital spend portfolio. We will bring in external expertise and move quickly to make recommendations about current and future schemes. This review will support the development of our new long-term strategy for transport, developing a modern and integrated network with people at its heart and ensuring that transport infrastructure can be delivered efficiently and on time. |
| I am determined that we build the transport infrastructure to drive economic growth and opportunity in every part of the country and to deliver value for money for taxpayers. That ambition requires a fundamental reset to how we approach capital projects - with public trust, industry confidence and government integrity at its heart." |
| Overall, the Directors consider that the outlook in relation to road transport sector expenditure in UK and Ireland in the medium to long term remains positive and this has been evidenced by a number of large roadside technology tenders being released in 2024. |
| Project delivery risk relates to the risk of delivery of complex projects to time, as well as within budget. |
| Competition risk relates to both established competitors and companies seeking to enter the road construction, technology and technology maintenance markets from an adjacent or complementary market. |
| These risks are managed by ongoing engagement with national and local government to improve understanding of relevant spending plans and aligning business plans with those plans, regular and detailed project reviews and ongoing developments of our product and service offerings to ensure they continue to provide value to our customers. |
| Future developments |
| We continue to develop and improve the business to meet the challenges of the markets and situations in which we operate; we have: |
- |
A continued focus on health and safety which remains extremely important given the nature of much of the environment in which we work, evidenced by the continued investment into our 'Zero Harm' programme. |
- |
Continued our commitment to supporting industry standards and professional bodies including ITS UK, ARTSM and several events that promote the industry itself; and |
| - | Continued to invest in the programme of updating and expanding our product range. |
| The Directors expect the general level of activity to remain consistent with 2024, as at the date of this report, and the Directors also expect this to continue for the foreseeable future. |
| We recognise that due to ongoing Ukraine conflict there remains uncertainty in the energy market and potential impacts in some areas of the supply chain. Our Company has long-term fixed energy tariffs and, as part of the long-term fleet strategy, has been actively investigating suitable EV and PHEV vehicles as part of the vehicle replacement programme to reduce reliance on fossil fuels. The company also works very closely with strategic supply partners and, where possible, provides regular updates to long term forecasts to enable sufficient raw-materials be placed on back-order and reduce the risk on extended equipment lead-times. We also recognise the impacts of worldwide markets, particularly with the recent changes we have seen in the US and continue to monitor this closely. |
| Going concern |
| The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in this Strategic Report above. |
| Throughout 2024, the company continued to navigate the challenges posed by international market uncertainties. Despite these ongoing geopolitical tensions, we successfully maintained the supply of key components. Inflation rates have declined steadily, contributing to a more stable cost environment. The supply chain has shown significant improvement, with key electronic component availability returning to pre-pandemic levels. Our strategic efforts to enhance supply chain resilience, including supply chain restructuring, increased visibility of demand, better inventory management and the optimisation of SAP have positioned us well for continued stability and growth into 2025. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The Company has sufficient financial resources together with long term contracts with a number of customers and suppliers across different geographic areas. We continue to have a strong order book, a healthy balance sheet and hold significant cash balances with no external debts to service. Consequently, the Directors consider that that Company is well placed to manage its business risks. |
| KEY PERFORMANCE INDICATORS |
| 2024 | 2023 |
| Increase in sales | 22.4% | 16,8% | Year on year turnover expressed as a percentage |
| Underlying EBITDA | 5.6% | 2.0% | Ratio of earnings before exceptional items, interest, tax, depreciation and amortisation to sales expressed as a percentage of revenue |
| Profit after tax | 1.6% | 0% | Profit/(loss) after tax as a percentage of turnover |
| These KPIs are in line with both previous years and Group KPIs. They provide focus on underlying business performance and on year-on-year sales growth. |
| ON BEHALF OF THE BOARD: |
| 12 June 2025 |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of the design, manufacture and sale of advanced traffic products, traffic management systems and installation and maintenance services for the traffic industry. |
| DIVIDENDS |
| The directors do not recommend a final dividend (2023: £nil) and no interim dividend was declared or paid (2023: £nil). Total dividends paid were £nil (2023 total dividends paid were £nil). |
| RESEARCH AND DEVELOPMENT |
| The company continues to invest in product development, with overall spend broadly in line with 2023. A higher proportion of spend was capitalised in 2024. |
| EXISTENCE OF BRANCHES OUTSIDE THE UK |
| The company has a branch, as defined in section 1046(3) of the Companies Act 2006, outside the UK in Dublin which is registered with the Companies Registration Office in Ireland. |
| POST BALANCE SHEET EVENTS |
| In January 2025 the board of directors approved a hive across of the business operations of the Ireland branch to a newly formed entity, Swarco Ireland. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
| The Company makes little use of financial instruments other than operational bank accounts and exposure to credit risk, liquidity risk and cash flow risk is not material to the assessment of the assets, liabilities, financial position and profit of the Company. |
| Cash flow risk |
| The Company's principal financial assets are bank balances and cash, trade and other receivables. |
| Liquidity risk and cash flow risk are managed by detailed long-term cash flow forecasting which provides comfort that the Group will be able to fund its financial obligations as they fall due. |
| Credit risk |
| The Company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. |
| Credit risk is mitigated by the nature of the debtor balances owed, with approximately two-thirds of these being directly due from entities local and national government agencies. Additionally, local and national government are the end customers on projects for a number of other customers of the Company. |
| Liquidity risk |
| The company has access to working capital facilities via group arrangements with a number of banks in Austria. |
| Liquidity risk and cash flow risk are managed by detailed long-term cash flow forecasting which provides comfort that the Group will be able to fund its financial obligations as they fall due. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| DIRECTOR'S INDEMNITIES |
| The Company has made qualifying third-party indemnity provisions for the benefit of its directors and also one or more directors of any parent, subsidiary or fellow subsidiary company. These were made during the year and remain in force at the date of this report. |
| Disabled employees |
| Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. |
| The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate. |
| Employee consultation |
| As noted in the Strategic Report on page 4, the Company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. The Directors and Senior Management Team (SMT) engage with our people by regularly updating them on company performance, and other issues affecting them, via 'town hall' and departmental meetings, 'tool-box' talks, email communications and other methods as appropriate. These meetings, talks and communications are conducted on a two-way basis and feedback from our people is both welcome and encouraged. Engagement with our people commences as soon as possible when they join the Company, with an induction programme delivered by a member of the SMT (if possible). There are also various other mechanisms for engagement with our people across the business, including roadside QHSSE reviews, which each member of the SMT is expected to conduct at least once every quarter. The Company conducts an annual employee engagement survey, the results of which are reviewed by the Directors and SMT, with resulting actions implemented as soon as reasonably possible. |
| ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
| The Directors are cognisant of the need to foster the company's business relationships with suppliers, customers and others, and of the effect on these stakeholders of the principal decisions taken by the company during the financial year. The Company's approach to business relationships is set out in the Strategic Report on page 4. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| The SECR information contained in this report has been prepared in line with the requirements of the SECR regulations and the relevant areas of the greenhouse gas protocol corporate accounting and reporting standard. |
| A 'dual reporting' methodology has been used to indicate emissions using UK electricity grid average emission factors (known as the 'location based' method), and also emissions using supplier specific generation emission factors (the 'market based' method). An operational control approach has been applied to consolidate the below data. |
| Streamlined Energy and Carbon Reporting (SECR) greenhouse gas emissions are divided into three Scopes, known as Scope 1, Scope 2 and Scope 3. The division is to reflect the different sources from which these emissions are produced and how directly responsible the company is. |
| Scope 1 emissions are direct emissions from controlled or owned sources which includes those from combustion of fuel and operation of facility. Examples of Scope 1 emissions include emissions from combustion in owned or controlled boilers and vehicles. |
| Scope 2 emissions are defined as indirect emissions that are a consequence of an organisation's activities, but which occur at sources they do not own or control. Examples of Scope 2 emissions include emissions released into the atmosphere associated with consumption of purchased electricity, heat, and cooling. |
| Scope 3 emissions are those that are a consequence of actions which occur at sources which an organisation does not own or control and which are not classed as Scope 2 emissions. Examples of Scope 3 emissions include business travel by means not owned or controlled by the organisation, employee commuting, and purchased materials. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| 'Location based' method: |
| The total energy consumption for 2024 was 9,337,696.07 kWh equating to 2,291.792 tCO2e |
| Emissions from combustion of gas (Scope 1) | 71.085 tCO2e |
| Emissions from combustion of fuel for transport purposes (Scope 1) | 1,939.584 tCO2e |
| Emissions from purchased electricity (Scope 2) | 154.397 tCO2e |
| Emissions from transmission and distribution (Scope 3) | 13.646 tCO2e |
| Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel |
113.079 tCO2e |
| Carbon intensity: Emissions of tCO2e / £m Sales Revenue during 2024 was 25.200 tCO2e |
| However, the company strategy has been to purchase renewable energy backed by Renewable Electricity Guarantees of Origin (REGO) certificates. Through this strategy, within the above 2024 total energy consumption, the company has sourced a total of 709,968.45 kWh of REGO backed (zero emission) electricity equating to 95.21% of total electricity use. |
| 'Market based' method: |
| Emissions from combustion of gas (Scope 1) | 71.085 tCO2e |
| Emissions from combustion of fuel for transport purposes (Scope 1) | 1,939.584tCO2e |
| Emissions from purchased electricity (Scope 2) | 9.057 tCO2e |
| Emissions from transmission and distribution (Scope 3) | 0.800 tCO2e |
| Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel |
113.079 tCO2e |
| Carbon intensity: Emissions of tCO2e / £m Sales Revenue during 2024 was 23.461 tCO2e |
| Item | 2023 | 2024 |
| Total energy consumption (kWh) | 8,233,442.50 kWh | 9,337,696.07 kWh |
| Associated Carbon Emissions (tCO2e) | 1,931.486 tCO2e | 2,291.792 tCO2e |
| Metric - Emissions of tCO2e per £m Sales Revenue | 26.031 tCO2e | 26.428 tCO2e |
| tCO2e is the tonnage of equivalent carbon emissions generated by the various greenhouse gases (carbon dioxide, methane, nitrous oxide etc.) each of which has a 'Global Warming Potential' factor that is included in the above emission figure. |
| 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; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
| 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| SWARCO UK & Ireland Ltd |
| Opinion |
| We have audited the financial statements of SWARCO UK & Ireland Ltd (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, 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 101 'Reduced Disclosure Framework' (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 December 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. |
| Report of the Independent Auditors to the Members of |
| SWARCO UK & Ireland Ltd |
| 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 pages nine and ten, 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: |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this. |
| We undertake the following procedures to identify and respond to these risks of non-compliance: |
| - | Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law. |
| - | Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance. |
| - | Review of board minutes and correspondence relevant to the audit. |
| - | Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed. |
| - | Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies. |
| - | Identifying and testing unusual journal entries, with a particular focus on manual journal entries. |
| 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. |
| Report of the Independent Auditors to the Members of |
| SWARCO UK & Ireland Ltd |
| 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. |
| for and on behalf of |
| Chartered Accountants |
| & Statutory Auditors |
| Oak Tree House, Harwood Road |
| Northminster Business Park |
| Upper Poppleton |
| York |
| YO26 6QU |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Profit and Loss Account |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 4 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Distribution costs | ( |
) | ( |
) |
| Administrative expenses | ( |
) | ( |
) |
| 778,989 | (2,121,377 | ) |
| Other operating income | 5 |
| OPERATING PROFIT/(LOSS) | ( |
) |
| Interest receivable and similar income |
| 2,716,077 | 26,345 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| PROFIT/(LOSS) BEFORE TAXATION | 8 | ( |
) |
| Tax on profit/(loss) | 9 | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Other Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Owned |
| Intangible assets | 10 | 2,183,712 | 1,376,560 |
| Tangible assets | 11 | 1,359,853 | 1,233,437 |
| Right-of-use |
| Tangible assets | 11, 18 | 6,189,331 | 7,296,160 |
| Investments | 12 |
| CURRENT ASSETS |
| Stocks | 13 |
| Debtors | 14 |
| Contract assets | 4 | 14,958,479 | 12,587,570 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 15 | ( |
) | ( |
) |
| CONTRACT LIABILITIES |
| Amounts falling due within one year | 4 | (8,312,455 | ) | (6,800,492 | ) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
16 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
| NET ASSETS |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Balance Sheet - continued |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Share premium | 21 |
| Capital redemption reserve | 21 |
| Capital contribution | 21 |
| Retained earnings | 21 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 December 2024 |
| Capital |
| redemption | Capital | Total |
| reserve | contribution | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 December 2024 |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| SWARCO UK & Ireland Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation |
| These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
| The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information on the Company as an individual undertaking and not about its group. |
| The Company's ultimate parent undertaking, Swarco AG, includes the Company in its consolidated financial statements. The consolidated financial statements of Swarco AG are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from Blattenwaldweg 8, 6112 Wattens, Austria. |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
| • | the requirements of IFRS 7 Financial Instruments: Disclosures; |
| • | the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases; |
| the requirements of paragraph 58 of IFRS 16; |
| • | the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; |
| • | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
| - | paragraph 79(a)(iv) of IAS 1; |
| - | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
| - | paragraph 118(e) of IAS 38 Intangible Assets; |
| - | paragraphs 76 and 79(d) of IAS 40 Investment Property; and |
| - | paragraph 50 of IAS 41 Agriculture; |
| • | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
| • | the requirements of |
| - | paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows. |
| • | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
| • | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
| • | the requirements of paragraph 74(b) of IAS 16; |
| • | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
| • | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
| • | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. |
| Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year. |
| Construction contracts |
| Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered highly likely. "Highly likely" is deemed by the directors to mean a probability of at least 90%, in line with group revenue recognition policy. |
| Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. |
| When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. |
| Intangibles |
| Research and development |
| Expenditure on research activities is recognised in the profit and loss account as an expense as incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve a plan or design for the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses. |
| Other Intangible Assets |
| Other intangible assets are stated at cost less accumulated amortisation and less accumulated impairment losses. |
| Amortisation |
| Amortisation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows: |
| Capitalised development costs | - | 5 years on cost |
| Computer software | - | 3 years on cost |
| Patents and licences | - | 2 years on cost |
| Goodwill | - | 3 years on cost |
| Goodwill |
| Goodwill arising from the acquisition of SWARCO Traffic Ltd in 2022 is measured at cost less accumulated amortisation. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Leasehold improvements | - |
| Plant and machinery | - |
| Assets under construction | - |
| Motor vehicles | - |
| Computer equipment | - |
| Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. |
| Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and less accumulated impairment losses. |
| Non-derivative financial instruments |
| Non-derivative financial instruments comprise investments in equity and debt securities, trade and other debtors, cash and cash equivalents, loans and borrowings, and trade and other creditors. |
| Trade and other debtors |
| Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. |
| Trade and other creditors |
| Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. |
| Cash and cash equivalents |
| Cash and cash equivalents comprise cash balances, call deposits and bank overdrafts that are repayable on demand and form an integral part of the Company's cash management. |
| Interest-bearing borrowings |
| Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses |
| Stocks |
| Stocks are measured using the weighted average method. Cost is based on the expenditure incurred in acquiring the stocks and other costs in bringing them to their existing location and condition. Stock is made up of trading goods and spare parts. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation including deferred tax |
| Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date. |
| Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. |
| Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. |
| A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Leases |
| Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract. |
| Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term. |
| Right of use assets - leases |
| For all leases, except for short-term leases and leases of low-value assets other than those which are subleased, previously classified as operating leases: |
| - | the Company recognises a lease liability measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate; and |
| - | for all leases the Company has elected to recognise a right-of-use asset at an amount equal to the lease liability, adjusted by the amount of prepaid or accrued lease payments relating to those leases recognised in the statement of financial position immediately before the date of initial application. |
| The Company elected the following practical expedients: |
| - | has applied a single discount rate to a portfolio of leases with reasonably similar characteristics; and |
- | not to apply the new lessee accounting model to leases for which the lease term ends within 12 months after the date of initial application. Instead, it has accounted for those leases as short-term leases. |
| The weighted average incremental borrowing rate applied to measure lease liabilities is 3.70% for office buildings and motor vehicles. |
| Lease payments |
| Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred. |
| Interest receivable and interest payable |
| Interest payable and similar expenses include interest payable and finance leases recognised in the profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy). Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains. |
| Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the entity's right to receive payments is established. Foreign currency gains and losses are reported on a net basis. |
| Employee benefit costs |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. |
| The Company operates two defined contribution pension scheme. The Company recognises a cost equal to their contribution payable for the period in their profit or loss. For defined contribution schemes the amount charged to the profit and loss account in respect of pension costs and other retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet. |
| Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Borrowing costs |
| Borrowing costs which are directly attributable to the construction of tangible fixed assets are capitalised as part of the cost of those assets. Capitalisation begins when both finance costs and expenditures for the asset are being incurred and activities that are necessary to get the asset ready for use are in progress. Capitalisation ceases when substantially all the activities that are necessary to get the asset ready for use are complete. |
| Provisions |
| Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. |
| The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). |
| When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. |
| Going concern |
| The Company continues to be profitable, and maintains a healthy Balance Sheet. Based upon previous performance and future forecasts, the directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. On this basis, it is therefore appropriate to adopt the going concern basis in preparing the financial statements. |
| Impairment excluding stocks and deferred assets |
| Financial assets (including trade and other debtors). |
| A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. |
| An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| There are not deemed to be any critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have had a significant effect on the amounts recognised in financial statements. |
| Sources of estimation uncertainty |
| The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. |
| Key accounting estimates: |
| These are critical estimates that have a significant impact on our financial statements. They require a high degree of judgement and are subject to substantial uncertainty |
| Revenue recognition |
| The estimates and associated assumptions around the outcome of long term contracts are based on historical experience and other factors that are considered to be relevant. Large contracts are regularly reviewed with forecasts updated for estimated works to complete. When it is probable that total contract costs will exceed total contract revenue, the estimated expected loss is recognised as an expense immediately. |
| Other estimates: |
| These estimates, while important do not have the same level of impact as key accounting estimates. They involve routine judgements that are necessary for day-to-day financial reporting. |
| Inventory obsolescence |
| This is reviewed periodically with contract managers based on movement of goods and requirements to hold spares to maintain equipment on maintenance contracts |
| Warranty provisions |
| Relate to own designed product which are periodically reviewed and updated based on past experience. |
| Facility dilapidations |
| Where facility leases require the property to be reinstated an estimate is made using measurement of office and industrial square footage multiplied by rates suggested by the Royal Institute of Chartered Surveyors. Management have historically found these rates to be a suitable estimate for evaluating future costs. |
| Carrying amount for such provisions include: |
| Description | 2024 | 2023 |
| Inventory provision | £675,550 | £760,054 |
| Facility dilapidations | £1,032,426 | £677,517 |
| Warranty provisions | - | £166,939 |
| Actual results may differ from these estimates. |
| 4. | TURNOVER |
| The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £ | £ |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | TURNOVER - continued |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| United Kingdom |
| Republic of Ireland |
| Revenue from contracts with customers |
| Contract balances |
| 2024 | 2023 |
| £ | £ |
| Contract assets |
| Current |
| Contract assets | 14,958,479 | 12,587,570 |
| Contract liabilities |
| Current |
| Contract liabilities | 8,312,455 | 6,800,492 |
| 5. | OTHER OPERATING INCOME |
| 2024 | 2023 |
| £ | £ |
| Management charges receivable | 1,580,501 | 1,808,021 |
| Profit on sale of tangible fixed assets | - | 211,517 |
| Other operating income of £1,580,501 (2023: £1,808,021) presented in the profit and loss account. The full balance relates to management charges receivable which represents recharges to other Groups companies for central services provided by SWARCO UK & Ireland employees. |
| 6. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 22,176,407 | 21,467,762 |
| Social security costs |
| Other pension costs |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 6. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Production | 354 | 354 |
| Sales | 22 | 23 |
| Administration | 94 | 95 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Pension Schemes | 2 | 2 |
| Information regarding the highest paid director is as follows |
| 2024 |
2023 |
| £ | £ |
| Emoluments etc | 322,189 | 293,303 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank interest |
| Leasing |
| 8. | PROFIT/(LOSS) BEFORE TAXATION |
| The profit before taxation (2023 - loss before taxation) is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Cost of inventories recognised as expense |
| Depreciation - owned assets |
| Depreciation - assets on finance leases |
| Loss/(profit) on disposal of fixed assets | ( |
) |
| Patents and licences amortisation | 127,778 | 153,333 |
| Development costs amortisation | 173,487 | 196,057 |
| Computer software amortisation |
| Auditors' remuneration |
| Foreign exchange differences |
| Research and development | 1,207,089 | 2,260,800 |
| Operating lease rentals | 1,329,173 | 2,451,564 |
| Fees payable to external auditors and their associates for the audit of the Company's annual financial statements were £69,350 (2023: £65,000). |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 9. | TAXATION |
| Analysis of tax expense/(income) |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| Tax |
| Under / over provided tax | - | (264,646 | ) |
| Total current tax | 875,190 | (264,646 | ) |
| Deferred tax | ( |
) | ( |
) |
| Total tax expense/(income) in profit and loss account | ( |
) |
| Factors affecting the tax expense |
| The tax assessed for the year is higher (2023 - lower) than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit/(loss) before income tax | ( |
) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of |
588,394 |
(65,088 |
) |
| Effects of: |
| Foreign branch exemption | (259,519 | ) | (435,383 | ) |
| Expenses not deductible for tax | 277,355 | 444,679 |
| Adjustments in respect of prior periods | 300,039 | (264,646 | ) |
| R&D repayment | (22,902 | ) | - |
| Unrecognised NTLR losses utilitised | (32,046 | ) | - |
| Tax expense/(income) | 851,321 | (320,438 | ) |
| The company only recognises deferred tax assets on losses where it is probable that they will be utilised in the short term. A deferred tax asset of £5.2m has not been recognised on losses of approximately £20.9m which relate to both trading and non trading losses. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 10. | INTANGIBLE FIXED ASSETS |
| Patents |
| and | Development | Computer |
| Goodwill | licences | costs | software | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Reclassification/transfer | ( |
) | ( |
) |
| At 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| Reclassification/transfer | - | - | (533,024 | ) | - | (533,024 | ) |
| At 31 December 2024 | ( |
) |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 11. | TANGIBLE FIXED ASSETS |
| Assets |
| Leasehold | Plant and | under |
| improvements | machinery | construction |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Tangible fixed assets includes right-to-use assets of £6,189,331 (2023: £7,296,160) related to leasehold improvements and motor vehicles (see Note 18) |
| The tangible fixed assets include assets acquired at net-book value from SWARCO Traffic Ltd. |
| 12. | INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 | 100 |
| NET BOOK VALUE |
| At 31 December 2024 | 100 |
| At 31 December 2023 | 100 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Hazelwood House, Lime Tree Way, Chineham Business Park, Basingstoke, Hampshire, RG24 8WZ. |
| Nature of business: |
| % |
| Class of shares: | holding |
| The fixed asset investment cost of £100 was valued at £100 on 31 December 2024 and 31 December 2023. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 13. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Raw materials |
| Finished goods |
| There is no material difference between the balance sheet value of stocks and their replacement cost. |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Amounts owed by associates |
| Gross amount due from customer |
| for contract work | 592,700 | 542,064 |
| Other debtors |
| Corporation tax receivable | - | 666,116 |
| Prepayments and accrued income |
| All amounts owed by parent company and associates are unsecured current debtors payable on demand. |
| Trade intercompany invoices are payable 30 days net. |
| Cash deposited with parent company attracts interest at a rate of 0.85% and is paid quarterly. |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Leases (see note 17) |
| Trade creditors |
| Amounts owed to associates | 2,492,005 | 1,216,677 |
| Tax creditor |
| Taxation and social security |
| Other creditors |
| Accruals and deferred income |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Leases (see note 17) |
| Long term incentive plans |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 17. | FINANCIAL LIABILITIES - BORROWINGS |
| 2024 | 2023 |
| £ | £ |
| Current: |
| Leases (see note 18) | 1,127,665 | 1,682,700 |
| Non-current: |
| Leases (see note 18) | 5,373,234 | 5,833,246 |
| Terms and debt repayment schedule |
| 1 year or | More than |
| less | 1-2 years | 5 years | Totals |
| £ | £ | £ | £ |
| Leases | 1,127,665 | 2,707,224 | 2,666,010 | 6,500,899 |
| 18. | LEASING |
| Right-of-use assets |
| Tangible fixed assets |
| 2024 | 2023 |
| £ | £ |
| COST |
| At 1 January 2024 | 10,223,145 | 8,568,521 |
| Additions | 522,537 | 2,140,888 |
| Disposals | (1,732,874 | ) | (486,264 | ) |
| 9,012,808 | 10,223,145 |
| DEPRECIATION |
| At 1 January 2024 | 2,926,985 | 1,575,896 |
| Charge for year | 1,648,599 | 1,829,939 |
| Eliminated on disposal | (1,752,107 | ) | (478,850 | ) |
| 2,823,477 | 2,926,985 |
| NET BOOK VALUE | 6,189,331 | 7,296,160 |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 18. | LEASING - continued |
| Lease liabilities |
| Minimum lease payments fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Gross obligations repayable: |
| Within one year | 1,430,801 | 1,997,728 |
| Between one and five years | 3,541,045 | 3,934,064 |
| In more than five years | 2,973,879 | 3,102,217 |
| 7,945,725 | 9,034,009 |
| Finance charges repayable: |
| Within one year | 303,136 | 315,028 |
| Between one and five years | 833,821 | 813,912 |
| In more than five years | 307,869 | 389,123 |
| 1,444,826 | 1,518,063 |
| Net obligations repayable: |
| Within one year | 1,127,665 | 1,682,700 |
| Between one and five years | 2,707,224 | 3,120,152 |
| In more than five years | 2,666,010 | 2,713,094 |
| 6,500,899 | 7,515,946 |
| 19. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax |
| Other provisions |
| Other provisions | 1,073,969 | 677,517 |
| Warranty provisions | - | 166,939 |
| 1,073,969 | 844,456 |
| Aggregate amounts | 1,218,155 | 844,456 |
| Warranty |
| Deferred | provision |
| tax | & Facility |
| £ | £ |
| Balance at 1 January 2024 |
| Provided during year | 144,186 | - |
| Balance at 31 December 2024 |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 19. | PROVISIONS FOR LIABILITIES - continued |
| Provisions for liabilities relate to the company's obligations on the termination of leases. The provision for termination of leases relates to several properties where leases have expired or expire up to 2030. The estimate is made using measurement of office and industrial square footage multiplied by rates suggested by the Royal Institute of Chartered Surveyors. Management have historically found these rates to be a suitable estimate for evaluating future costs. |
| Warranty provisions relate to amounts accrued for repairs or replacement of own designed products during their warranty period. The value is periodically reviewed and based on volume of product sold and past experience. |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Deferred shares | £1 | 2 | 2 |
| Ordinary shares | £1 | 200,000 | 200,000 |
| 200,002 | 200,002 |
| The Company has one class of deferred shares which carry no right to fixed income, or to attend or vote on any matter at any general meeting of the Company. |
| The Company has one class of ordinary shares which carry no right to fixed income. |
| 21. | RESERVES |
| Capital |
| Retained | Share | redemption | Capital |
| earnings | premium | reserve | contribution | Totals |
| £ | £ | £ | £ | £ |
| At 1 January 2024 | 16,785,658 |
| Profit for the year |
| At 31 December 2024 | 18,287,913 |
| Retained earnings represent all current and prior period retained profits and losses. |
| Share premium reserve represents the premium paid for shares above their nominal value. |
| Capital redemption reserve represents the transferred value recognised at the date of the redemption of the company's own shares. |
| Capital contribution reserve relates to funds made available to the company by the previous immediate parent company and treated as a capital contribution. |
| 22. | PENSION COMMITMENTS |
| The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The total expense charged to profit or loss in the year ended 31 December 2024 was £983,553 (2023: £882,143). Defined contribution pension scheme amounts accrued as at 31 December 2024 were £nil (2023: £nil) as set out in note 15. |
| SWARCO UK & Ireland Ltd (Registered number: 01490333) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 23. | ULTIMATE PARENT COMPANY |
| Swarco AG (incorporated in Austria) is regarded by the directors as being the company's ultimate parent company. |
| The largest group in which the results of the Company are consolidated is that headed by Swarco AG and the financial statements of this group are available from Blattenwaldweg 8, 6112 Wattens, Austria. |
| 24. | CONTINGENT LIABILITIES |
| The Company is contingently liable to its bankers in respect of guarantees issued to certain customers in the normal course of business. |
| 25. | CAPITAL COMMITMENTS |
| 2024 | 2023 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| 26. | RELATED PARTY DISCLOSURES |
| The company has taken exemptions available under FRS 101 not to disclose transactions with wholly owned group companies. |
| The Company made purchases of £3,149,560 (2023: £2,878,436) from, and made sales of £2,754,715 (2023: £3,030,598) to group associates. Included in purchases are management fees of £2,470,508 (2023: £2,125,780). The balance due from group associates at 31 December 2024 was £7,362,848 (2023: £6,197,222) while amount owed to group associates at 31 December 2024 was £2,492,005 (2023: £1,216,677) |
| During the year total key management remuneration expensed was £790,844 (2023: £855,035). |