REGISTERED NUMBER: 02754698 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

SWARCO UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit and Loss Account

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

S J Evans

J P Cowling

J G Meyer

SECRETARY:

S J Evans

REGISTERED OFFICE:

Unit 1, Maxted Corner

Maxted Road

Hemel Hempsted Industrial Estate

Hemel Hempsted

HP2 7RA

REGISTERED NUMBER:

02754698 (England and Wales)

SENIOR STATUTORY AUDITOR:

Phillipa Symington ACA CA(SA)

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

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

REVIEW OF BUSINESS

On 1 January 2023, the Smart Charging business was hived down into SWARCO Smart Charging Ltd ("SSC"). Following the Hive Down the Company had two functions during the year.

1) It was a Holding Company, with investments in two trading subsidiaries

2) It had one active trading division, offering freeflow car park management solutions (Veripark) for the private and public sector.

In the 2024 financial year, the Company recorded a profit of £1.6m (2023: £0.9m profit), and small operational EBITDA loss of £230k (2023: £3.65m profit). The majority of profits drives from dividends from its subsidiaries. The company ended the year with a very strong balance sheet.

Key performance indicators (KPIs)

The main KPIs management uses to appraise the performance of the business are:

2024

2023

£

£

Turnover

£32

£2,099

Gross profit/(Loss)

(£10

)

(£23

)

EBITDA Profit/(Loss)

(£230

)

£3,650

Future development and Outlook

Following the hive-down of the electric car division effective 1 January 2023, the Company now operates just one division (VeriPark) and has a small central staff team. It is the Parent Company of two operational companies: APT-SKIDATA Ltd and SWARCO Smart Charging Ltd.

The Company remains well capitalised and has access to significant funding lines for ongoing investment and operational needs through SWARCO Group, which remains a highly profitable and global technology group , with revenues in excess of 1.4 billion EUR.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's principal risk would be an economic downturn reducing investment in new infrastructure. At a macro level, Management continues to assess market developments and emerging technologies and competitors, and believes the Company remains well positioned to continue to offer growth.

Financial risk management objectives and policies

The Company's finance function manages the risk inherent in control of credit, availability of liquid funds and foreign currency exposures arising from imports in accordance with the corporate policies.

The management reviews these policies regularly as summarised below:

Credit risk

The Company seeks to minimise counterparty risk by trading only with established and financially strong customers. The risk is assessed on an on-going basis and relevant actions taken to mitigate any potential losses.

Liquidity risk

The Company aims to maintain a balance between continuity and flexibility of funding through the use of operating cash flow and borrowings. The Company's policy is to ensure that there is sufficient medium and long term funding available to meet liquidity requirements.

Currency risk

The Company aims to mitigate foreign currency exposure arising from imports by entering into foreign currency forward rate agreements.

ON BEHALF OF THE BOARD:

S J Evans - Director

24 September 2025

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 a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024. (2023:£nil)

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S J Evans

J P Cowling

J G Meyer

POLITICAL DONATIONS AND EXPENDITURE

The Company made no political donations (2023: £nil) or incurred any political expenditure during the year.

EMPLOYEES

The Company is an equal opportunities employer and fair and equal consideration is given to the recruitment and ongoing development of all employees. No job applicant or employee is treated less favourable than another, on the grounds of sex, age, marital status, race, nationality, ethnic or national origin, and colour or religion belief in any instance or on the ground of disability. If employed persons become disabled, all possible assistance is given to them to continue in their existing job, or in an alternative position within the group.

All employees have proper and relevant training to enable career advancement and the better performance of their duties.

Proper consultation is carried out with employees on an ongoing basis in respect of matters that concern them.

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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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.

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 ought to have taken as a director in order to make himself 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:

S J Evans - Director

24 September 2025

Opinion

We have audited the financial statements of SWARCO UK Limited (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.

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 page four, 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 with regulators.

-

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.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

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.

Phillipa Symington ACA CA(SA) (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

24 September 2025

TURNOVER

3

31,859

2,098,943

Cost of sales

(41,825

)

(2,122,408

)

GROSS LOSS

(9,966

)

(23,465

)

Administrative expenses

(231,324

)

(164,125

)

(241,290

)

(187,590

)

Other operating income

3,354

1,966

OPERATING LOSS

(237,936

)

(185,624

)

Income from shares in group undertakings

5

1,852,981

2,919,832

Interest receivable and similar income

6

2,706,717

912,953

4,321,762

3,647,161

Amounts written off investments

7

(545,817

)

(2,249,999

)

3,775,945

1,397,162

Interest payable and similar expenses

8

(1,976,306

)

(424,803

)

PROFIT BEFORE TAXATION

9

1,799,639

972,359

Tax on profit

10

(179,510

)

(79,448

)

PROFIT FOR THE FINANCIAL YEAR

1,620,129

892,911

PROFIT FOR THE YEAR

1,620,129

892,911

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,620,129

892,911

FIXED ASSETS

Owned

Tangible assets

11

-

-

Right-of-use

Tangible assets

11, 17

16,221

24,241

Investments

12

7,500

553,317

23,721

577,558

CURRENT ASSETS

Debtors: amounts falling due within one year

13

70,164,081

26,730,142

Cash at bank

437,435

566,610

70,601,516

27,296,752

CREDITORS

Amounts falling due within one year

14

(58,442,814

)

(17,280,533

)

NET CURRENT ASSETS

12,158,702

10,016,219

TOTAL ASSETS LESS CURRENT LIABILITIES

12,182,423

10,593,777

CREDITORS

Amounts falling due after more than one year

15

(7,727

)

(16,927

)

PROVISIONS FOR LIABILITIES

18

-

(22,283

)

NET ASSETS

12,174,696

10,554,567

CAPITAL AND RESERVES

Called up share capital

19

189,356

189,356

Share premium

20

3,861,861

3,861,861

Capital redemption reserve

20

389,120

389,120

Capital contribution

20

1,525,000

1,525,000

Retained earnings

20

6,209,359

4,589,230

SHAREHOLDERS' FUNDS

12,174,696

10,554,567

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

S J Evans - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

189,356

3,696,319

3,861,861

Changes in equity

Total comprehensive income

-

892,911

-

Balance at 31 December 2023

189,356

4,589,230

3,861,861

Changes in equity

Total comprehensive income

-

1,620,129

-

Balance at 31 December 2024

189,356

6,209,359

3,861,861

Capital

redemption

Capital

Total

reserve

contribution

equity

£

£

£

Balance at 1 January 2023

389,120

1,525,000

9,661,656

Changes in equity

Total comprehensive income

-

-

892,911

Balance at 31 December 2023

389,120

1,525,000

10,554,567

Changes in equity

Total comprehensive income

-

-

1,620,129

Balance at 31 December 2024

389,120

1,525,000

12,174,696

1.	STATUTORY INFORMATION

SWARCO UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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 requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

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; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

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;

Critical accounting judgements and key sources of estimation uncertainty

The following are the critical judgements that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements:

Revenue

Revenue is recognised based on performance obligations as identified in the contracts between the company and customers. As the determination of whether or not a performance obligation has been met and therefore revenue should be recognised relies on management judgement, the estimation uncertainty gives rise to a key accounting estimate. As there are clearly defined transaction prices and revenue to be recognised per fix (stage of progress), the estimation uncertainty is limited to the stage of project completion at year end.

Turnover

Turnover is measured at the fair value of consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. Revenue from equipment sales is recognised when the goods are supplied, can be reliably measured and when it is probable that future benefits will flow to the Company. Revenue from maintenance contracts are recognised evenly over the period of the contract.

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 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 straight line

Software - 3-4 years straight line

Tangible fixed assets

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.

Depreciation is charged to the profit and loss account on a straight line basis over the estimated useful lives of each part of an item of tangible fixed assets. The estimates useful lives are:

Long Leasehold

2 to 15 years

Plant and machinery

3 to 10 years

Fixtures and fittings

3 to 10 years

Motor vehicles

2 to 4 years

Computer Equipment

3 to 4 years

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.

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 realisation 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.

Leases

Leases are recognised on the balance sheet. 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 liability measured at the present value of the remaining lease payments, discounted using the Company's incremental borrowing rate.

-

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;

-

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 2.747% for office buildings.

Expenses

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.

Investment in subsidiaries

Investments in subsidiaries are held at cost less accumulated impairment losses.

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.

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.

Provisions

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.

3.

TURNOVER

The turnover and profit 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

£

£

Projects

31,859

2,098,943

31,859

2,098,943

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

31,859

2,098,943

31,859

2,098,943

4.	EMPLOYEES AND DIRECTORS

The aggregate payroll costs of these persons were as follows:

2024

2023

£

£

Wages and salaries

35,882

10,274

35,882

10,274

5.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

2024

2023

£

£

Dividends received

1,852,981

2,919,832

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£

£

Other loan interest

2,706,717

912,953

7.

AMOUNTS WRITTEN OFF INVESTMENTS

2024

2023

£

£

Impairment of investments

545,817

2,249,999

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest Payable

1,976,202

424,803

Other lease interest

104

-

1,976,306

424,803

9.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:

2024

2023

£

£

Cost of inventories recognised as expense

41,825

2,122,408

Depreciation - assets on finance leases

8,020

1,496

Foreign exchange differences

76,089

136,056

Auditor's remuneration of these financial statements - Clive Owen LLP

6,900

8,400

Auditors remuneration - non audit - Clive Owen LLP

3,750

2,250

10.

TAXATION

Analysis of tax expense

2024

2023

£

£

Current tax:

Tax

123,119

-

Prior year adjustment

78,674

79,448

Total current tax

201,793

79,448

Deferred tax

(22,283

)

-

Total tax expense in profit and loss account

179,510

79,448

Factors affecting the tax expense

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before income tax

1,799,639

972,359

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

449,910

184,748

Effects of:

Income not taxable

(463,246

)

(184,748

)

Expenses non deductible

136,462

-

Prior year adjustment

56,384

79,448

Tax expense

179,510

79,448

The company has received group relief amounting to £492,475 (2023: £314,668) from fellow group undertakings. An amount of £123,119 (2023: £78,674) was paid for this, which is considered an arms length basis.

11.	TANGIBLE FIXED ASSETS

Motor

vehicles

£

COST

At 1 January 2024

and 31 December 2024

25,737

DEPRECIATION

At 1 January 2024

1,496

Charge for year

8,020

At 31 December 2024

9,516

NET BOOK VALUE

At 31 December 2024

16,221

At 31 December 2023

24,241