REGISTERED NUMBER: 13649527 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

SWARCO UK Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Profit and Loss Account

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

J J Pickworth

S J Evans

J P Cowling

SECRETARY:

S J Evans

REGISTERED OFFICE:

Unit 1 Maxted Corner

Maxted Road

Hemel Hempstead

HP2 7RA

REGISTERED NUMBER:

13649527 (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

SWARCO is a market leading and global player in the Intelligent Transport Systems (ITS) and Road Marking Systems (RMS) industries. It is profitable and well-funded group with annual revenues exceeding 1.4 billion Euro.

SWARCO UK Holdings (the Company) was established in 2021 to act as a parent company for all UK businesses of the SWARCO Group, and enable a clean and efficient UK group structure.

Adequate funding remains in place for the continued successful operation of the UK businesses. The Directors remain confident of the future prospects of the Company and wider UK Group.

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.

DIRECTORS

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

J J Pickworth

S J Evans

J P Cowling

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). 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 Holdings 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 three, 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, outlined above, 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 undertook 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 and taxation legislation.

-

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. We do not consider there to be any significant key estimates, assumptions or judgements.

-

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

-

-

Administrative expenses

(18,607

)

(5,177

)

OPERATING LOSS

(18,607

)

(5,177

)

Income from shares in group undertakings

4

4,091,000

-

4,072,393

(5,177

)

Interest payable and similar expenses

5

(2,598,361

)

(2,072,943

)

PROFIT/(LOSS) BEFORE TAXATION

6

1,474,032

(2,078,120

)

Tax on profit/(loss)

7

(187,530

)

604,000

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

1,286,502

(1,474,120

)

PROFIT/(LOSS) FOR THE YEAR

1,286,502

(1,474,120

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,286,502

(1,474,120

)

FIXED ASSETS

Investments

8

106,001,219

106,001,219

CURRENT ASSETS

Debtors

9

416,470

604,000

Cash at bank

30,099

48,573

446,569

652,573

CREDITORS

Amounts falling due within one year

10

(8,072,054

)

(9,564,560

)

NET CURRENT LIABILITIES

(7,625,485

)

(8,911,987

)

TOTAL ASSETS LESS CURRENT LIABILITIES

98,375,734

97,089,232

CREDITORS

Amounts falling due after more than one year

11

(45,533,891

)

(45,533,891

)

NET ASSETS

52,841,843

51,555,341

CAPITAL AND RESERVES

Called up share capital

13

3

3

Share premium

14

52,480,925

52,480,925

Capital contribution

14

50,000

50,000

Retained earnings

14

310,915

(975,587

)

SHAREHOLDERS' FUNDS

52,841,843

51,555,341

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

Total

capital

earnings

premium

contribution

equity

£

£

£

£

£

Balance at 1 January 2023

3

498,533

52,480,925

50,000

53,029,461

Changes in equity

Total comprehensive income

-

(1,474,120

)

-

-

(1,474,120

)

Balance at 31 December 2023

3

(975,587

)

52,480,925

50,000

51,555,341

Changes in equity

Total comprehensive income

-

1,286,502

-

-

1,286,502

Balance at 31 December 2024

3

310,915

52,480,925

50,000

52,841,843

1.	STATUTORY INFORMATION

SWARCO UK Holdings 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.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

Going concern

The directors assess whether the use of going concern is appropriate i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The directors make this assessment in respect of a period of at least one year from the date the financial statements are approved.

Dividend income

Dividend income is recognised when the right to receive payment is established.

Dividend distribution

Dividend distributions to the company’s shareholders are recognised as a liability in the company’s financial statements in the period in which the dividends are approved by the company’s shareholders.

Group exemption

The Company is exempt by virtue of s401 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 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 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; and

-

paragraph 79(a)(iv) of IAS 1;

•

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 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

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Financial instruments

Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss.

Taxation

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.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

4.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

2024

2023

£

£

Dividends received

4,091,000

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Loan interest

2,598,361

2,072,943

6.	PROFIT/(LOSS) BEFORE TAXATION

The profit before taxation (2023 - loss before taxation) is stated after charging:

2024

2023

£

£

Legal fees

14,724

5,177

Loan interest

2,598,361

2,072,943

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

3,000

2,750

Auditors remuneration - non audit - Clive Owen LLP

3,500

3,500

7.

TAXATION

Analysis of tax expense/(income)

2024

2023

£

£

Current tax:

Tax

-

(416,470

)

Deferred tax

187,530

(187,530

)

Total tax expense/(income) in profit and loss account

187,530

(604,000

)

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/(loss) before income tax

1,474,032

(2,078,120

)

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

368,508

(394,843

)

Effects of:

Income not taxable

(1,022,750

)

(209,157

)

CIR Adjustment

626,220

-

Losses not recognised

215,552

-

Tax expense/(income)

187,530

(604,000

)

No deferred tax asset has been recognised in respect of tax losses carried forward amounting to £2,098,522 (2023: £1,986,433) as it is not considered probable that future taxable profits will be available against which the asset can be utilised.

8.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

106,001,219

NET BOOK VALUE

At 31 December 2024

106,001,219

At 31 December 2023

106,001,219

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Hitex Holdings Limited

Registered office: Cloister Way, Ellesmere Port, Cheshire, United Kingdom, CH65 4EL

Nature of business: Provision of roadmarking materials and support

%

Class of shares:

holding

Ordinary

100.00

A, B, C & D Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

31,443,771

31,454,271

Profit/(loss) for the year

4,080,500

(5,311

)

SWARCO UK & Ireland Ltd

Registered office: Hazelwood House Lime Tree Way, Chineham Business Park, Basingstoke, Hampshire, RG24 8WZ

Nature of business: Provision of traffic management products

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

18,487,915

16,985,660

Profit for the year

1,502,255

43,467

SWARCO UK Limited

Registered office: 1 Maxted Corner, Maxted Road, Hemel Hempstead Industrial Estate, Hemel Hempstead, England, HP2 7RA

Nature of business: Provision of car park management solutions

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

12,174,696

10,554,567

Profit for the year

1,620,129

892,911

We have considered the potential for impairment of subsidiaries and we do not believe there to be any impairment indicators

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

416,470

416,470

Deferred tax asset

-

187,530

416,470

604,000

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

3,883

-

Amounts owed to group undertakings

8,068,171

9,560,810

Accruals and deferred income

-

3,750

8,072,054

9,564,560

The loans from group undertakings are interest bearing.

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

45,533,891

45,533,891

12.	DEFERRED TAX

£

Balance at 1 January 2024

(187,530

)

Provided during year

187,530

Balance at 31 December 2024

-

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

3

Ordinary

£1

3

3

Called up share capital - represents the nominal value of shares that have been issued.

14.

RESERVES

Retained

Share

Capital

earnings

premium

contribution

Totals

£

£

£

£

At 1 January 2024

(975,587

)

52,480,925

50,000

51,555,338

Profit for the year

1,286,502

1,286,502

At 31 December 2024

310,915

52,480,925

50,000

52,841,840

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 contribution reserve relates to funds received from SWARCO AG. These funds are not subject to repayment.

15.	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.

16.	RELATED PARTY DISCLOSURES

The company has taken exemptions available under FRS 101 not to disclose transactions with wholly owned group companies.