The directors present the strategic report for the year ended 31 December 2024.

The principal activitity of the Company is that of a holding company. The principal activity of the group comprises the development, supply and manufacture of finished number plates, number plate components, related printing and embossing hardware and software.

Turnover for the year amounted to £205,008 (2023: £80,016) with a loss in the year of £716,418(2023: £167,306). The balance sheet has net current liabilities of £3,821,774(2023: £364,595 and net assets of £8,866,086 (2023: £9,582,504). As the Company is only an intermediary holding company, the financial results are in line with the Directors expectations.

On 27th February 2024 the Company acquired the entire issued share capital of Bestplate Limited. This was a strategic acquisition for the group in order to:

• consolidate and strengthen its position in the UK;

• strengthen is knowledge and understanding of acrylic number plates and associated products to broaden its global portfolio; and

• maximise any consequential economies of scale.

The previous owners have also entered into a fixed term contract to support the transition and integration of Bestplate into the group.

For the UGroup UK Numberplates Limited (now including Bestplate) 2024 was a challenging year given the automotive market both in the UK and elsewhere. The continued shortage of new vehicles, depleting stocks of used vehicles and stuttering transition towards electric vehicles ultimately resulted in one of the lowest years for car transactions for decades. Although this did inevitably impact the UK, Irish and French markets still performed well and the directors are pleased with the performance considering. Overall the group remained profitable and therefore the group have concluded that there is no cause to consider any impairments to its investments.

As an intermediate holding company the Company is affected by the wider risks within the Group and these are fluctuations in raw material prices, movements in exchange rates and interest rate rises.

Whilst the Company and its subsidiaries takes action to mitigate the principal risks where possible by fixing contract pricing and exchange rate hedging, there are specific risks and uncertainties that could impact the Company around supply chain issues and the supply of vehicles into the UK market.

The Company and its subsidiaries will continue to, where possible:

• enter into supply agreements with key suppliers on long term fixed pricing arrangements and credit terms; monitor its supply chain to ensure best pricing and supply is achieved and source alternative suppliers where necessary;

• utilise the wider Group’s buying powers and terms where favourable, including banking facilities to counteract interest rate rises; and

• continue to monitor and gather market intelligence to enable the Company to react to industry changes.

As an intermediate holding company the Company does not have any significant key performance indicators.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Directors will continue to closely monitor the performance of its subsidiary investment and will provide ongoing strategic support, governance, and oversight.

Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The directors are responsible for preparing the Strategic Report, Directors' Report 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; and

• state whether applicable UK 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.

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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

At 31 December 2024 the Company had net current liabilities of £3,821,774 and net assets of £8,866,086.

As the Company does not generate cash flows independent of its trading subsidiaries the Directors have performed a going concern assessment based on forecasts for the UGroup UK Numberplates Limited (“Group”), as listed in note 8 to the financial statements, for a period up to December 2026. The Company and Group is financed through a mixture of cash flows generated from trading, invoice finance facilities, hire purchase agreements and intercompany funding from the ultimate parent company. The funding is not due for renewal within the forecast period. In February 2024 to support the expansion of the Group, the Company entered into a new loan facility of £8.35m with its parent company which is repayable over 5 years in quarterly instalments, commencing Q3 2024. Interest will be charged at Euribor plus 2.5% and is also payable quarterly. These repayments have been factored into the cashflow forecast and the going concern assessment of the group. The payment of inter-company debts can be deferred allowing the company to settle its debts as they fall due.

The forecast assumes continued improvement in the market and the Group remaining profitable. Stress tests have been applied to base case forecast, including realistic downside scenarios of a decrease in sales of 10% and the Directors are satisfied that there is sufficient cash within available facilities within this scenario

The directors have considered the current risks and opportunities facing the Company and the wider Group and their potential impact on the cash flows expected to be generated. The Directors have no reason to believe that a material uncertainty exists. Consequently, and given the availability, if required, of wider Group support, the Directors see no significant doubt on the ability of this company to continue as a going concern.

In view of the above the Directors believe that it is appropriate to prepare the financial statements on a going concern basis.

Financial risk management objectives and policies

Internal controls

In order for the Board to discharge its responsibilities for the monitoring and preparation of and the integrity of the financial statements and related information included, management has developed and continues to maintain a system of internal controls. The board has the ultimate responsibility for the system of internal controls and reviews the operations.

The internal controls in place include a risk-based system of internal accounting and administrative controls designed to provide reasonable, but not absolute assurance that assets are safeguarded and that transactions are executed and recorded in accordance with generally accepted business practices and the company’s policies and procedures. These controls are implemented by trained, skilled personnel with an appropriate level of segregation of duties, are monitored by management, and include a comprehensive budgeting and reporting system operating within strict deadlines and an appropriate control framework.

The following risks relate to the company and the group to which it belongs:

Credit risk

In the ordinary course of business, the company extends credit terms to its customers and makes use of trade references and Credit Bureau information. The company also has credit insurance in place.

Liquidity risk

Liquidity risk is the risk that the Company might be not be able to meet its obligations as they fall due. The Company manages its liquidity needs by monitoring its funding sources which is mainly its group entities.

Foreign currency risk

Company policy is to convert foreign currency via the use of forward exchange contracts. All orders placed with suppliers in foreign currency are covered by a forward exchange deals to minimise any risk of exchange rate movement.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company borrows on both a fixed and variable rate basis. The Company monitors interest rates and may use instruments to hedge such risks.

Cash flow risk

The company closely manages cash flow to ensure there are sufficient funds available to meet its short and medium-term obligations. The Company's needs are managed by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business.

Post balance sheet events

Since the end of the year the Company and Group has undergone a re-structure resulting in:

• the disposal of its French Subsidiaries to its parent company Erich Utsch AG (“EUAG”)

• the disposal of the debt owed to the Company by J R Wald Company Inc to EUAG;

• (the above two transactions have resulted in a significant balance owed to the Company by EUAG); and

• the re-positioning of change of name of the Company to uGroup UK Numberplates Limited.

We have audited the financial statements of UGroup UK Numberplates Limited (previously Hills Group International Limited) (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, 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.

As explained more fully in the directors' responsibilities statement, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the 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.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

UGroup UK Numberplates Limited (previously Hills Group International Limited) is a private company limited by shares incorporated in England and Wales. The registered office is Unit 6, Junction 6 Industrial Park, Electric Avenue, Birmingham, B6 7JJ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Erich Utsch AG as at 31 December 2024. These consolidated financial statements are available from Marienhütte,49, 57080 Siegen, Germany.

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The company is supported by fellow group companies to ensure liabilities are met.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non- monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

* Shares still held by Hills Numberplates Limited

** Shares held by Hills France SAS

Post year end, Hills Numberplates Limited disposed of 100% of its shareholding in Hills France SAS to fellow group company Erich Utsch AG.

Included in the above amounts due to group undertakings, £835,434 relates to a loan that is payable in quarterly instalments of £325,000 inclusive of interest charged at 2.5% plus EURIBOR per annum.

Long term amounts to group companies wholly relate to a loan that is payable in quarterly instalments of £325,000 inclusive of interest charged at 2.5% plus EURIBOR per annum.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

A deferred tax asset of £145,305 has not been recognised given the existence of losses in the current year.

The company is a wholly owned subsidiary of the group headed by Erich Utsch AG and has taken advantage of the exemption conferred by section 33.1A of FRS 102 not to disclose transactions with Erich Utsch AG or other wholly owned subsidiaries within the group.

At the balance sheet date the company owed £2,095,332, £795,757 and £24,000 (2023: £nil, £419,925 and £nil) to the subsidiary undertakings Bestplate Limited,Hills Numberplates Limited and Hills China Limited, respectively. The balances are presented within amounts due to fellow group undertakings and are interest free and repayable on demand.

At the balance sheet date the company owed £8,419,308 (2023: £nil) to Erich Utsch AG, the immediate parent undertaking. The loan is payable in quarterly instalments of £325,000 inclusive of interest charged at 2.5% plus EURIBOR per annum.

At the balance sheet date the immediate parent company was Erich Utsch AG and the ultimate parent company was Polaris Holdings GmbH. The smallest and largest companies of which the Company is a member and for which Group accounts are drawn up is that of Erich Utsch AG and Polaris Holdings GmbH, respectively. Copies of these accounts are available from Marienhütte 49, 57080 Siegen, Germany.