REGISTERED NUMBER: 01490333 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

SWARCO UK & Ireland Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

7

Report of the Independent Auditors

11

Profit and Loss Account

14

Other Comprehensive Income

15

Balance Sheet

16

Statement of Changes in Equity

18

Notes to the Financial Statements

19

DIRECTORS:

J J Pickworth

J P Cowling

T Mousley

M L Rogers

SECRETARY:

M L Rogers

REGISTERED OFFICE:

Hazelwood House

Lime Tree Way

Chineham Business Park

Basingstoke

Hampshire

RG24 8WZ

REGISTERED NUMBER:

01490333 (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 2025.

REVIEW OF BUSINESS

The profit for the year after taxation amounted to £2,503,983 (2024: Profit £1,502,255). The balance sheet position as at 31 December 2025 remains healthy, with net current assets of £15,822,386 (2024: £15,410,537) and net assets of £19,491,898 (2024: £18,487,915).

During the financial year, the company delivered a strong financial performance, delivering underlying robust revenue growth and resilient gross margins. This performance reflects the strength of the core service offering, supported by disciplined commercial management and continued operational focus across the business.

From the start of the financial year, the Dublin branch was transferred to the Group's Irish business, reflecting the continued expansion of the Group's operations in Ireland. The change provides a clearer operational focus for the Irish market and supports future growth in the region. As a result, the current year's results reflect the UK business only, with the change in scope contributing to the reduction in reported revenue compared with the prior year.

Underlying results of the UK performance delivered revenue growth in line with the overall market growth and double-digit EBITDA growth. A reflection of continued progress against delivery of strategic and operational objectives.

During the year the company successfully secured several long-term contracts, strengthening the forward order book and providing increased visibility of future revenues. These contract wins underpin the Group's growth strategy and reinforce its position within its core markets.

Against a backdrop of continued cost pressures, including an increase to employer National Insurance contributions, the company continues to invest in the renewal and modernisation of its fleet. This includes a significant increase in the number of electric vehicles and electric vehicle charging infrastructure across the business. The company also committed to additional ongoing investment into the expansion of our warehousing and assembly facility in North Yorkshire which we expect will support both near-term performance and long-term scalability.

The company maintains its unwavering commitment to the highest standards of health and safety with continued focus and visible leadership commitment of our "Zero Harm" safety culture. Ongoing investment in training, systems, and engagement further embeds the culture through all levels of the organisation.

Overall, the company enters the next financial period with a strong platform for continued growth, supported by a high-quality customer base, increased operational efficiency, and a clear strategic direction.

SECTION 172(1) STATEMENT

Engaging with our stakeholders and acting in a way that promotes the long-term success of the Company, while considering the impacts of our business decisions on our stakeholders, is central to our strategic thinking and our statutory duties in accordance with Section 172(1) of the Companies Act 2006 (s.172). The content below constitutes our s.172 Statement, as required under the Companies (Miscellaneous Reporting) Regulations 2018.

The Directors of the Company, as those of all other UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

- the likely consequences of any decision in the long-term;

- the interests of the Company's employees;

- the need to foster the Company's business relationships with suppliers, customers and others;

- the impact of the Company's operations on the community and the environment;

- the desirability of the Company maintaining a reputation for high standards of business conduct; and

- the need to act fairly between shareholders of the company.

As part of their induction to the Company, a Director shall be briefed upon their duties and they can access professional advice on these, either from in-house legal counsel or, if they judge it necessary, from an independent advisor. In addition to direct decision making, the directors fulfil their duties partly through a governance framework that delegates day-to-day decision making to certain employees of the Company using an Authorisation Schedule which has been approved by the shareholders of the Company.

The following paragraphs summarise how the directors fulfil their duties:

Risk management

The Company provides safety critical products and services upon which our customers and communities rely. It is therefore vital that the Company can effectively identify, evaluate, manage and mitigate the risks that it faces and that it continues to evolve its approach to risk management. The Company operates within a defined group risk management framework, which has been approved by the Directors and the shareholders. The framework covers a number of areas, including the framework and structure of risk management within the organisation, tender and offer procedures, contract risk management and risk management tools and practices.

The details of the Company's principal risks and uncertainties are included within the Strategic Report on page 4 and the details of the Company's financial risk management objectives and policies are found in the Directors' Report on page 7.

Our people

The Company is committed to being a responsible business and employer. The behaviour and decisions of the Directors are aligned with the expectations of our staff, customers, shareholders, communities and society. People and communities are at the heart of the Company's products and services. For the Company to succeed it must continue to manage the performance of staff and develop talent, whilst ensuring that operations are performed as efficiently as possible. The Directors must also ensure that its people share common values that inform and guide behaviour, so the Company's goals are met in the correct manner. This is achieved by the continuing focus across the Company upon the five core SWARCO values of being: Innovative, Cooperative, Agile, Passionate, Reliable & Trustworthy. These values are enshrined within the Group Code of Conduct, which has been approved by the Directors and the shareholders.

The Company and the Directors are committed to the principles of employee engagement, and we recognise that our people are our greatest asset. The Directors and Senior Management Team (SMT) engage with our people by regularly updating them on company performance, and other issues affecting them, via 'town hall' and departmental meetings, 'toolbox' talks, email communications including a monthly HR newsletter, pulse surveys and other methods as appropriate. These meetings, talks and communications are conducted on a two-way basis and feedback from our people is both welcome and encouraged.

Engagement with our people commences as soon as possible when they join the Company, with an induction programme delivered by a member of the SMT (if possible). There are also various other mechanisms for engagement with our people across the business, including roadside QHSSE reviews and on-site visits by our senior team. The Company conducts an employee engagement survey every 6 months, the results of which are reviewed by the Directors and SMT, with resulting actions implemented as soon as reasonably possible. The details of the Company's policies in relation to disabled employees and employee consultation are found in the Directors' Report on page 8.

The Company remains flexible with our employees working from home as well as in the office. Where appropriate, employees can work from home, although the Company encourages people to be in the office at least three days a week to prevent isolation and encourage team working. The Company and the Directors feel this is a balanced approached and offers employees an improved work/life balance when there is no commuting as well as reducing the Company's indirect carbon footprint. The Company continues to invest in its office and working environments to ensure they are fit for purpose, that they promote collaborative working, are technologically equipped and support the overall sustainability agenda. This year we completed the first stage of electric vehicle charging points rollout.

Business relationships

The Company strategy priorities organic growth in the design, manufacture and sale of advanced traffic products, traffic management systems and installation and maintenance services for the traffic industry. To achieve this, the Company continues to develop and maintain strong customer relationships, including but not limited to local and national government authorities and private contractors who ultimately sell into these authorities. The Company values its suppliers and has a mature and stable supply chain, a large percentage of whom it has traded with for many years.

Control by the Group is balanced by having clear internal group policies extending to subsidiaries on matters such as conflicts, major transactions and related party transactions, borrowing and the provision of guarantees. Inter-group transactions are also conducted at arm's length in line with SWARCO Group policies.

Monthly business review meetings conducted at all levels through the organisation, aligned with regular customer and supplier engagement (formal and informal), provide an effective communication of any key decisions needed and a record of action taken, particularly when responding to new economic environments as have been seen over the last few years (the war in Ukraine and more recently the Middle East conflict).

Community and environment

The Company's approach is to use our relationships, network, products and services to create positive short- and long-term change for the people and communities in which we serve. The Company's products serve society by helping to enable efficient, safe travel across the road transport networks of the UK and Ireland, whilst our staff work closely with local and national government authorities to improve the lives of all who travel in those countries. Environmental risks are recognised and mitigated under a quality, health, safety, service and environment (QHSSE) framework, with a QHSSE Director reporting directly to the MD of the Company. The Directors look to maintain high standards of business at all times and to act fairly, when considering the impact on the community and the environment of any decisions taken on behalf of the company and its stakeholders.

Principal risks and uncertainties

The management of the business and the execution of the Company's strategy are subject to several risks. The principal risks and uncertainties affecting the Company are considered to relate to the uncertain political and economic climate, project delivery and competition.

Political and Economic risk relates to the general level of local and national government expenditure and the specific level of government expenditure directed towards the road transport sector. A number of local authorities have cut back on non-essential spend, road and traffic infrastructure requirements have been ring-fenced across many authorities in recognition that transportation is key to assisting economic recovery.

A significant press release for the industry came from the Department for Transport in March 2026 as we consider future funding and investment from the UK Government into our roads and road networks.

'Major renewal of ageing English roads delivered with £27 billion investment. Road Investment Strategy 3 will fund major schemes to upgrade and future-proof England's roads over the next 5 years. That's on top of the £7.3 billion already pledged by government at the Spending Review for local authorities to fix potholes and invest in long-term measures to maintain local roads.'

Overall, the Directors consider that the outlook in relation to road transport sector expenditure in UK and Ireland in the medium to long term remains positive, this is evidenced by the strong pipeline of work including multi-year contracts.

Project delivery risk relates to the risk of delivery of complex projects to time, as well as within budget.

Competition risk relates to both established competitors and companies seeking to enter the road construction, technology and technology maintenance markets from an adjacent or complementary market.

These risks are managed by ongoing engagement with national and local government to improve understanding of relevant spending plans and aligning business plans with those plans, regular and detailed project reviews and ongoing developments of our product and service offerings to ensure they continue to provide value to our customers.

Future developments

We continue to develop and improve the business to meet the challenges of the markets and situations in which we operate.

A continued focus on health and safety which remains extremely important given the nature of much of the environment in which we work, evidenced by the continued investment into our 'Zero Harm' programme.

Continued our commitment to supporting industry standards and professional bodies including ITS UK, ARTSM and several events that promote the industry itself; and continued investment in the programme of updating and expanding our product range.

The Directors expect the general level of activity to remain consistent with 2025, as at the date of this report, and the Directors also expect this to continue for the foreseeable future.

The Directors recognise that due to ongoing political conflict globally, there remains a level of uncertainty in the energy markets and potential to impact our supply chain. To mitigate this risk, our Company has long-term fixed energy tariffs and, as part of the long-term fleet strategy, has been actively investigating suitable EV and PHEV vehicles as part of the vehicle replacement programme to reduce reliance on fossil fuels.

The company also works very closely with strategic supply partners and, where possible, provides regular updates to long term forecasts to enable sufficient raw-materials be placed on back-order and reduce the risk on extended equipment lead-times. We also recognise the impacts of worldwide markets, particularly with the recent changes we have seen in the US and continue to monitor this closely.

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in this Strategic Report above.

Throughout 2025, the company continued to navigate the challenges posed by international market uncertainties. Despite these ongoing geopolitical tensions, we successfully maintained the supply of key components. The UK inflationary environment remained challenging during the year, with consumer price inflation fluctuating between 2.6% and 3.8% before moderating towards the end of the period. Cost pressures remained particularly evident across services and other operating costs.

Our strategic efforts to enhance supply chain resilience, including supply chain restructuring and expansion of our warehousing and assembly facility in North Yorkshire, have positioned us well for continued stability and growth into 2026.

The Company has sufficient financial resources together with long term contracts with a number of customers and suppliers across different geographic areas. We continue to have a strong order book, a healthy balance sheet and hold significant cash balances with no external debts to service. Consequently, the Directors consider that that Company is well placed to manage its business risks.

KEY PERFORMANCE INDICATORS

2025

2024

Increase in sales

-11.8%

22.4%

Year on year turnover expressed as a percentage

Underlying EBITDA

11.1%

5.6%

Ratio of earnings before exceptional items, interest, tax, depreciation and amortisation to sales expressed as a percentage of revenue

Profit after tax

3.1%

1.6%

Profit/(loss) after tax as a percentage of turnover

These KPIs are in line with both previous years and Group KPIs. They provide focus on underlying business performance and on year-on-year sales growth.

ON BEHALF OF THE BOARD:

J J Pickworth - Director

23 September 2026

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 the design, manufacture and sale of advanced traffic products, traffic management systems and installation and maintenance services for the traffic industry.

DIVIDENDS

The directors do not recommend a final dividend (2024: £nil) and a interim dividend was paid of £1,500,000 (2024: £nil). Total dividends paid were £1,500,000 (2024 total dividends paid were £nil).

RESEARCH AND DEVELOPMENT

The company continues to invest in product development, with overall spend broadly in line with 2024. A lower proportion of spend was capitalised in 2025.

EXISTENCE OF BRANCHES OUTSIDE THE UK

Until 1 January 2025 the company had a branch, as defined in section 1046(3) of the Companies Act 2006, outside the UK in Dublin which is registered with the Companies Registration Office in Ireland.

POST BALANCE SHEET EVENTS

Subsequent to the year end, the SWARCO UK Group underwent a corporate restructuring to enable a cleaner functional group.

As a result, SWARCO UK & Ireland Limited acquired 100% of the share capital of EVOLT Charging Limited, a newly incorporated group company, for £22m, using funding provided by group companies.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J J Pickworth

J P Cowling

T Mousley

Other changes in directors holding office are as follows:

C J Dyer - resigned 3 January 2025

M L Rogers - appointed 13 May 2025

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company makes little use of financial instruments other than operational bank accounts and exposure to credit risk, liquidity risk and cash flow risk is not material to the assessment of the assets, liabilities, financial position and profit of the Company.

Cash flow risk

The Company's principal financial assets are bank balances and cash, trade and other receivables.

Liquidity risk and cash flow risk are managed by detailed long-term cash flow forecasting which provides comfort that the Group will be able to fund its financial obligations as they fall due.

Credit risk

The Company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

Credit risk is mitigated by the nature of the debtor balances owed, with approximately two-thirds of these being directly due from entities local and national government agencies. Additionally, local and national government are the end customers on projects for a number of other customers of the Company.

Liquidity risk

The company has access to working capital facilities via group arrangements with a number of banks in Austria.

Liquidity risk and cash flow risk are managed by detailed long-term cash flow forecasting which provides comfort that the Group will be able to fund its financial obligations as they fall due.

DIRECTOR'S INDEMNITIES

The Company has made qualifying third-party indemnity provisions for the benefit of its directors and also one or more directors of any parent, subsidiary or fellow subsidiary company. These were made during the year and remain in force at the date of this report.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Employee consultation

As noted in the Strategic Report on page 2, the Company places considerable value on the involvement of its employees. The Company and the Directors are committed to the principles of employee engagement, and we recognise that our people are our greatest asset. The Directors and Senior Management Team (SMT) engage with our people by regularly updating them on company performance, and other issues affecting them, via 'town hall' and departmental meetings, 'toolbox' talks, email communications including a monthly HR newsletter, pulse surveys and other methods as appropriate. These meetings, talks and communications are conducted on a two-way basis and feedback from our people is both welcome and encouraged. A regional HR system is used to manage and maintain employee data and to communicate key HR policies across the business.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The Directors are cognisant of the need to foster the company's business relationships with suppliers, customers and others, and of the effect on these stakeholders of the principal decisions taken by the company during the financial year. The Company's approach to business relationships is set out in the Strategic Report on page 2.

STREAMLINED ENERGY AND CARBON REPORTING

The SECR information contained in this report has been prepared in line with the requirements of the SECR regulations and the relevant areas of the greenhouse gas protocol corporate accounting and reporting standard.

A 'Dual Reporting' methodology has been used to indicate emissions using UK electricity grid average emission factors (known as the 'Location Based' method), and also emissions using supplier specific generation emission factors (the 'Market Based' method).

Streamlined Energy and Carbon Reporting (SECR) greenhouse gas emissions are divided into three Scopes, known as Scope 1, Scope 2 and Scope 3. The division is to reflect the different sources from which these emissions are produced and how directly responsible the company is.

Scope 1 emissions are direct emissions from controlled or owned sources which includes those from combustion of fuel and operation of facility. Examples of Scope 1 emissions include emissions from combustion in owned or controlled boilers and vehicles.

Scope 2 emissions are defined as indirect emissions that are a consequence of an organisation's activities, but which occur at sources they do not own or control. Examples of Scope 2 emissions include emissions released into the atmosphere associated with consumption of purchased electricity, heat, and cooling.

Scope 3 emissions are those that are a consequence of actions which occur at sources which an organisation does not own or control and which are not classed as Scope 2 emissions. Examples of Scope 3 emissions include business travel by means not owned or controlled by the organisation, employee commuting, and purchased materials.

'Location based' method:

The total energy consumption for 2025 was 8,260,703.53 kWh equating to 2,021.711 tCO2e

Emissions from combustion of gas (Scope 1)

45.185 tCO2e

Emissions from combustion of fuel for transport purposes (Scope 1)

1763.902 tCO2e

Emissions from purchased electricity (Scope 2)

92.17 tCO2e

Emissions from transmission and distribution (Scope 3)

9.649 tCO2e

Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel

110.806 tCO2e

Carbon intensity: Emissions of tCO2e / £m Sales Revenue during 2025 was 25.218 tCO2e

However, the company strategy has been to purchase renewable energy backed by Renewable Electricity Guarantees of Origin (REGO) certificates. Through this strategy, within the above 2025 total energy consumption, the company has sourced a total of 519,290.61 kWh of REGO backed (zero emission) electricity equating to 99.72% of total electricity use.

'Market based' method:

Emissions from combustion of gas (Scope 1)

45.185 tCO2e

Emissions from combustion of fuel for transport purposes (Scope 1)

1763.092 tCO2e

Emissions from purchased electricity (Scope 2)

0.244 tCO2e

Emissions from transmission and distribution (Scope 3)

0.026 tCO2e

Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel

110.806 tCO2e

Carbon intensity: Emissions of tCO2e / £m Sales Revenue during 2025 was 23.952 tCO2e

Item

2024

2025

Total energy consumption (kWh)

9,337,696.07 kWh

8,260,703.53 kWh

Associated Carbon Emissions (tCO2e)

2,291.792 tCO2e

2,021.711 tCO2e

Metric - Emissions of tCO2e per £m Sales Revenue

26.428 tCO2e

25.218 tCO2e

tCO2e is the tonnage of equivalent carbon emissions generated by the various greenhouse gases (carbon dioxide, methane, nitrous oxide etc.) each of which has a 'Global Warming Potential' factor that is included in the above emission figure.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

J J Pickworth - Director

23 September 2026

Opinion

We have audited the financial statements of SWARCO UK & Ireland Ltd (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.

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 ten, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

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

TURNOVER

4

80,168,752

90,942,832

Cost of sales

(66,668,746

)

(76,887,377

)

GROSS PROFIT

13,500,006

14,055,455

Distribution costs

(1,681,107

)

(1,704,521

)

Administrative expenses

(11,152,579

)

(11,571,945

)

666,320

778,989

Other operating income

5

1,932,054

1,580,501

OPERATING PROFIT

2,598,374

2,359,490

Interest receivable and similar income

395,535

356,587

2,993,909

2,716,077

Interest payable and similar expenses

7

(338,228

)

(362,501

)

PROFIT BEFORE TAXATION

8

2,655,681

2,353,576

Tax on profit

9

(151,698

)

(851,321

)

PROFIT FOR THE FINANCIAL YEAR

2,503,983

1,502,255

PROFIT FOR THE YEAR

2,503,983

1,502,255

Other comprehensive income

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,503,983

1,502,255

FIXED ASSETS

Owned

Intangible assets

11

2,322,489

2,183,712

Tangible assets

12

1,604,410

1,359,853

Right-of-use

Tangible assets

12, 19

5,936,180

6,189,331

Investments

13

100

100

9,863,179

9,732,996

CURRENT ASSETS

Stocks

14

3,121,597

2,218,638

Debtors

15

18,513,299

24,080,226

Contract assets

4

12,376,521

14,958,479

Cash at bank and in hand

768,173

2,140,939

34,779,590

43,398,282

CREDITORS

Amounts falling due within one year

16

(13,895,077

)

(19,675,290

)

CONTRACT LIABILITIES

Amounts falling due within one year

4

(5,062,127

)

(8,312,455

)

NET CURRENT ASSETS

15,822,386

15,410,537

TOTAL ASSETS LESS CURRENT LIABILITIES

25,685,565

25,143,533

CREDITORS

Amounts falling due after more than one year

17

(5,407,714

)

(5,437,463

)

PROVISIONS FOR LIABILITIES

20

(785,953

)

(1,218,155

)

NET ASSETS

19,491,898

18,487,915

CAPITAL AND RESERVES

Called up share capital

21

200,002

200,002

Share premium

22

5,900,028

5,900,028

Capital redemption reserve

22

25,000

25,000

Capital contribution

22

3,228,000

3,228,000

Retained earnings

22

10,138,868

9,134,885

SHAREHOLDERS' FUNDS

19,491,898

18,487,915

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:

J J Pickworth - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2024

200,002

7,632,630

5,900,028

Changes in equity

Total comprehensive income

-

1,502,255

-

Balance at 31 December 2024

200,002

9,134,885

5,900,028

Changes in equity

Dividends

-

(1,500,000

)

-

Total comprehensive income

-

2,503,983

-

Balance at 31 December 2025

200,002

10,138,868

5,900,028

Capital

redemption

Capital

Total

reserve

contribution

equity

£

£

£

Balance at 1 January 2024

25,000

3,228,000

16,985,660

Changes in equity

Total comprehensive income

-

-

1,502,255

Balance at 31 December 2024

25,000

3,228,000

18,487,915

Changes in equity

Dividends

-

-

(1,500,000

)

Total comprehensive income

-

-

2,503,983

Balance at 31 December 2025

25,000

3,228,000

19,491,898

1.	STATUTORY INFORMATION

SWARCO UK & Ireland Ltd 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 requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

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

-

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

-

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

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows.

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.

Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered highly likely. "Highly likely" is deemed by the directors to mean a probability of at least 90%, in line with group revenue recognition policy.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Intangibles

Research and development

Expenditure on research activities is recognised in the profit and loss account as an expense as incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve a plan or design for the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

Other Intangible Assets

Other intangible assets are stated at cost less accumulated amortisation and less accumulated impairment losses.

Amortisation

Amortisation is charged to cost of sales and to administrative expenses 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 - 10 years on cost

Computer software

-

5 years on cost

Patents and licences

-

5 years on cost

Goodwill

-

3 years on cost

Goodwill

Goodwill arising from the acquisition of SWARCO Traffic Ltd in 2022 is measured at cost less accumulated amortisation.