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REGISTERED NUMBER: 02754698 (England and Wales)













Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

SWARCO UK Limited

SWARCO UK Limited (Registered number: 02754698)






Contents of the Financial Statements
for the Year Ended 31 December 2025




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Profit and Loss Account 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


SWARCO UK Limited

Company Information
for the Year Ended 31 December 2025







DIRECTORS: S J Evans
J P Cowling
J G Meyer



SECRETARY: S J Evans



REGISTERED OFFICE: SPACES Hemel Hempstead
The Maylands Building
Maylands Avenue
Hemel Hempsted
Hertfordshire
HP2 7TG



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

SWARCO UK Limited (Registered number: 02754698)

Strategic Report
for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS
The Company had two functions during 2025.
1) It was a Holding Company, with investments in two trading subsidiaries
2) It had one trading division, offering freeflow car park management solutions (Veripark) for the private and public sector. This division was discontinued in late 2025.

In the 2025 financial year, the Company recorded a profit of £465k (2024: £1.62m profit), and small operational EBITDA loss of £87k (2024: £230k loss). The profit is driven by interest receipts 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:

2025 2024
£    £   

Turnover £15 £32
Gross profit/(Loss) (£28 ) (£10 )
EBITDA Profit/(Loss) (£87 ) (£230 )


Future development and Outlook
The Company is now Non-Trading, and acts only as 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.

Events after the Reporting Period
Subsequent to the year end, the SWARCO UK Group underwent a corporate restructuring to enable a cleaner functional group. The impacts in August 2026 were:

1) SWARCO UK Limited and SWARCO Smart Charging Limited agreed to a partial loan waiver of £23m of the debt between the two companies.
2) SWARCO Smart Charging Limited hived down its EVOLT business into a newly incorporated company called Evolt Charging Limited, which was subsequently sold to SWARCO UK & Ireland Limited for £22m.

The effect of these transactions on the company were a cash receipt of £22m, and a subsequent £22m part repayment of the loan held with SWARCO AG, with an exceptional loan impairment taken to the P&L of £23m.


SWARCO UK Limited (Registered number: 02754698)

Strategic Report
for the Year Ended 31 December 2025

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


23 September 2026

SWARCO UK Limited (Registered number: 02754698)

Report of the Directors
for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

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 2025. (2024: £nil)

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2025 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 (2024: £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 favourably than another on the grounds of sex, age, marital status, race, nationality, ethnic or national origin, colour, or religious belief in any instance, or on the grounds 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.

SWARCO UK Limited (Registered number: 02754698)

Report of the Directors
for the Year Ended 31 December 2025


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


23 September 2026

Report of the Independent Auditors to the Members of
SWARCO UK Limited

Opinion
We have audited the financial statements of SWARCO UK Limited (the 'company') for the year ended 31 December 2025 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 2025 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
SWARCO UK Limited


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 relevant to the audit.
- Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these
risks are managed.
- Challenging management on key estimates, assumptions and judgements made in the preparation of the financial
statements. These key areas of uncertainty are disclosed in the accounting policies.
- Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
SWARCO UK Limited


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

23 September 2026

SWARCO UK Limited (Registered number: 02754698)

Profit and Loss Account
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

TURNOVER 3 14,813 31,859

Cost of sales (43,303 ) (41,825 )
GROSS LOSS (28,490 ) (9,966 )

Administrative expenses (216,009 ) (231,324 )
(244,499 ) (241,290 )

Other operating income 147,403 3,354
OPERATING LOSS (97,096 ) (237,936 )

Income from shares in group undertakings 5 - 1,852,981
Interest receivable and similar income 6 3,648,970 2,706,717
3,551,874 4,321,762
Amounts written off investments 7 - (545,817 )
3,551,874 3,775,945

Interest payable and similar expenses 8 (2,891,474 ) (1,976,306 )
PROFIT BEFORE TAXATION 9 660,400 1,799,639

Tax on profit 10 (195,100 ) (179,510 )
PROFIT FOR THE FINANCIAL YEAR 465,300 1,620,129

SWARCO UK Limited (Registered number: 02754698)

Other Comprehensive Income
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

PROFIT FOR THE YEAR 465,300 1,620,129


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

465,300

1,620,129

SWARCO UK Limited (Registered number: 02754698)

Balance Sheet
31 December 2025

2025 2024
Notes £    £   
FIXED ASSETS
Owned
Tangible assets 11 - -
Right-of-use
Tangible assets 11, 17 - 16,221
Investments 12 7,500 7,500
7,500 23,721

CURRENT ASSETS
Debtors: amounts falling due within one year 13 74,327,195 70,164,081
Cash at bank 227,030 437,435
74,554,225 70,601,516
CREDITORS
Amounts falling due within one year 14 (61,906,729 ) (58,442,814 )
NET CURRENT ASSETS 12,647,496 12,158,702
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,654,996

12,182,423

CREDITORS
Amounts falling due after more than one
year

15

-

(7,727

)

PROVISIONS FOR LIABILITIES 18 (15,000 ) -
NET ASSETS 12,639,996 12,174,696

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 6,674,659 6,209,359
SHAREHOLDERS' FUNDS 12,639,996 12,174,696

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2026 and were signed on its behalf by:





S J Evans - Director


SWARCO UK Limited (Registered number: 02754698)

Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 January 2024 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

Changes in equity
Total comprehensive income - 465,300 -
Balance at 31 December 2025 189,356 6,674,659 3,861,861
Capital
redemption Capital Total
reserve contribution equity
£    £    £   
Balance at 1 January 2024 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

Changes in equity
Total comprehensive income - - 465,300
Balance at 31 December 2025 389,120 1,525,000 12,639,996

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements
for the Year Ended 31 December 2025

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.

There were no material departures from that standard.

Exemption from Preparing Group Accounts

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'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;
• 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 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.

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.

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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.

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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.

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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:

2025 2024
£    £   
Veripark license revenue 14,813 31,859
14,813 31,859

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 14,813 31,859
14,813 31,859

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

4. EMPLOYEES AND DIRECTORS

The aggregate payroll costs of these persons were as follows:
2024 2024
£    £   

Wages and salaries 62,806 35,882
62,806 35,882


5. INCOME FROM SHARES IN GROUP UNDERTAKINGS
2025 2024
£    £   
Dividends received - 1,852,981

6. INTEREST RECEIVABLE AND SIMILAR INCOME
2025 2024
£    £   
Other loan interest 3,648,970 2,706,717

7. AMOUNTS WRITTEN OFF INVESTMENTS
2025 2024
£    £   
Impairment of investments - 545,817

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Interest Payable 2,891,474 1,976,202
Other lease interest - 104
2,891,474 1,976,306

9. PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:
2025 2024
£    £   
Cost of inventories recognised as expense 43,303 41,825
Depreciation - assets on finance leases 10,051 8,020
Foreign exchange differences 75,120 76,089
Auditor's remuneration of these financial statements - Clive Owen LLP 6,250 6,900
Auditors remuneration - non audit - Clive Owen LLP 4,800 3,750

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

10. TAXATION

Analysis of tax expense
2025 2024
£    £   
Current tax:
Tax 180,100 123,119
Prior year adjustment - 78,674
Total current tax 180,100 201,793

Deferred tax 15,000 (22,283 )
Total tax expense in profit and loss account 195,100 179,510

Factors affecting the tax expense
The tax assessed for the year is higher (2024 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before income tax 660,400 1,799,639
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

165,100

449,910

Effects of:
Income not taxable - (463,246 )
Expenses non deductible 15,000 136,462
Prior year adjustment 15,000 56,384
Tax expense 195,100 179,510

The company has received group relief amounting to £720,400 (2024: £492,475) from fellow group undertakings. An amount of £180,100 (2024: £123,119) was paid for this, which is considered an arms length basis.

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

11. TANGIBLE FIXED ASSETS
Motor
vehicles
£   
COST
At 1 January 2025 25,737
Disposals (25,737 )
At 31 December 2025 -
DEPRECIATION
At 1 January 2025 9,516
Charge for year 10,051
Eliminated on disposal (19,567 )
At 31 December 2025 -
NET BOOK VALUE
At 31 December 2025 -
At 31 December 2024 16,221

Tangible fixed assets includes right-to-use assets of £nil (2024: £16,221) related to Motor Vehicles (see Note 17)

12. INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2025
and 31 December 2025 7,500
NET BOOK VALUE
At 31 December 2025 7,500
At 31 December 2024 7,500

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

Subsidiaries

SWARCO Smart Charging Ltd
Registered office: Spaces, The Mayland Building Maylands Avenue, Hemel Hempstead Industrial Estate, Hemel Hempstead, England, HP2 7TG
Nature of business: Provision of e-mobility solutions
%
Class of shares: holding
Ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves (29,812,280 ) (10,759,530 )
Loss for the year (18,654,681 ) (8,609,447 )

On 2 April 2024 a voluntary strike off was filed for SWARCO Traffic Limited which resulted in SWARCO UK Limited impairing the full 100% investment within the balance sheet.

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

12. INVESTMENTS - continued

Joint venture

APT-Skidata Limited
Registered office: Spaces, The Mayland Building Maylands Avenue, Hemel Hempstead Industrial Estate, Hemel Hempstead, England, HP2 7TG
Nature of business: Parking and people access solutions
%
Class of shares: holding
Ordinary A 74.00
2025 2024
£    £   
Aggregate capital and reserves 760,000 760,000
Profit for the year 1,089,472 1,309,852

We have considered the potential for impairment of subsidiaries and joint ventures and we do not believe there to be any further indications of impairment.

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Amounts owed by group undertakings 74,233,672 69,079,795
Other debtors 38,485 10,160
Dividends receivable - 969,290
VAT 8,437 59,456
Prepayments and accrued income 46,601 45,380
74,327,195 70,164,081

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Leases (see note 16) - 7,864
Trade creditors 1,408 6,612
Amounts owed to group undertakings 61,755,292 58,350,960
Taxation and social security - 20,864
Other creditors - 1,019
Accruals and deferred income 150,029 55,495
61,906,729 58,442,814

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2025 2024
£    £   
Leases (see note 16) - 7,727

16. FINANCIAL LIABILITIES - BORROWINGS

2025 2024
£    £   
Current:
Leases (see note 17) - 7,864

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

16. FINANCIAL LIABILITIES - BORROWINGS - continued

2025 2024
£    £   
Non-current:
Leases (see note 17) - 7,727

17. LEASING

Right-of-use assets

Tangible fixed assets

2025 2024
£    £   
COST
At 1 January 2025 25,737 25,737
Disposals (25,737 ) -
- 25,737

DEPRECIATION
At 1 January 2025 9,516 1,496
Charge for year 10,051 8,020
Eliminated on disposal (19,567 ) -
- 9,516

NET BOOK VALUE - 16,221

Lease liabilities

Minimum lease payments fall due as follows:

2025 2024
Gross obligations repayable: £ £
Within one year - 7,864
Between one and five year - 7,727
- 15,591



Net obligations repayable:
Within one year - 7,864
Between one and five year - 7,727
- 15,591

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

18. PROVISIONS FOR LIABILITIES
2025 2024
£    £   
Deferred tax 15,000 -

Deferred
tax
£   
Provided during year 15,000
Balance at 31 December 2025 15,000

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
189,356 Ordinary £1 189,356 189,356

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

The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled one vote per share at meetings of the Company.

20. RESERVES
Capital
Retained Share redemption Capital
earnings premium reserve contribution Totals
£    £    £    £    £   

At 1 January 2025 6,209,359 3,861,861 389,120 1,525,000 11,985,340
Profit for the year 465,300 465,300
At 31 December 2025 6,674,659 3,861,861 389,120 1,525,000 12,450,640

Retained earnings represent all current and prior period retained profits and losses.

Share premium reserve represents the premium paid for shares above their nominal value.

Capital redemption reserve represents the transferred value recognised at the date of the redemption of the company's own shares.

Capital contribution reserve relates to funds received from SWARCO AG in relation to the purchase of SWARCO Traffic Limited on 1 January 2019. These funds are not subject to repayment.

21. 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.

SWARCO UK Limited (Registered number: 02754698)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

22. RELATED PARTY DISCLOSURES

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

The company traded with APT-Skidata Limited and made purchases of £nil (2024: £5k) from it. The balance due from APT-Skidata Limited at 31 December 2025 was £4k (2024: £40k) with dividends payable of £nil (2024: £969k).

23. EVENTS AFTER THE REPORTING PERIOD

Subsequent to the year end, the SWARCO UK Group underwent a corporate restructuring to enable a cleaner functional group. The impacts in August 2026 were:

1) SWARCO UK Limited and SWARCO Smart Charging Limited agreed to a partial loan waiver of £23m of the debt between the two companies.
2) SWARCO Smart Charging Limited hived down its EVOLT business into a newly incorporated company called Evolt Charging Limited, which was subsequently sold to SWARCO UK & Ireland Limited for £22m.

The effect of these transactions on the company were a cash receipt of £22m, and a subsequent £22m part repayment of the loan held with SWARCO AG, with an exceptional loan impairment taken to the P&L of £23m.