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Registered number: 10549020



















FOD MOBILITY GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024













img5236.png

 
FOD MOBILITY GROUP LIMITED
 

COMPANY INFORMATION


Directors
Mr J A Howick 
Mr M T Heald 
Mr J P Whitston 
Mr M J Widdall (appointed 27 March 2024)




Registered number
10549020



Registered office
3rd Floor, The Waterfront Building
Salts Mill Road

Shipley

BD17 7EZ




Independent auditors
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors

Third Floor

10 South Parade

Leeds

LS1 5QS





 
FOD MOBILITY GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Income and Retained Earnings
 
9
Consolidated Balance Sheet
 
10 - 11
Company Balance Sheet
 
12
Consolidated Statement of Cash Flows
 
13
Notes to the Financial Statements
 
14 - 29


 
FOD MOBILITY GROUP LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report and the financial statements of the company for the period ended 31 December 2024.

Principle activity and business review
 
With headquarters based in Saltaire, West Yorkshire, FOD Mobility UK Limited is a highly regarded vehicle rental management company powered by it’s award winning ground transportation technology.
The group had a strong operating performance throughout the 2024 financial year with a gross profit of £4.6m (2023: £5.7m).
Turnover decreased to £16.3m (2023: £27.8m).  This decrease was due to the strategic decision to restructure the company and cease trade of the Mobilleo operation.  This restructure has resulted in an improved gross margin % in the financial year to 28.2% (2023: 20.6%)
The directors are pleased with the ongoing performance of the group.  The adjusted EBITDA is broadly in line with prior year.  With the continued support of the investors, the Directors are looking forward to a year of growth in our core business offerings.
The directors track key measures of cost relative to revenue to ensure that they are operating efficiently on an ongoing basis.  They continue to review the risks and opportunities within the market to ensure they offer the ideal solutions to their customers.

Key performance indicators

2024
2023
        £
        £
Turnover

16,282,303

27,755,108
 
Gross profit

4,588,981

5,723,776
 
Adjusted EBITDA

1,133,815

1,299,052
 

Adjusted EBITDA is calculated by adding back exceptional costs.
The directors believe the above results represent an excellent performance for the financial year. These results were achieved through retaining and attracting a mixture of existing and new customers alike.

Page 1

 
FOD MOBILITY GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
Principal risks include creditworthiness of customers, competition and competitive supply terms.
Credit risk
Credit risk arises primarily from the risk that customers may not be able to meet their obligations to pay, as and when they fall due. The company mitigates this risk by regularly reviewing its aged debt profile, issuing client statements monthly and constantly monitoring credit control. All new clients are also credit checked and sanction checked, for credit worthiness and viability.
Competition risk
The company operates in a highly competitive environment with the risk of lost sales to competitors. The company manages risk by ensuring highly trained staff provide the highest level of service available within our sector.
To mitigate strong competition in the market, we continue to improve our range of products and services through continual innovation and development of platforms.
Supply
The company relies on third party supply partners. The group manages risk through ensuring the maintenance of a large-scale competitive supply chain. We build strong strategic relationships ensuring commitments made are delivered upon, including prompt payments of invoices.
Currency risk
The company currently has minimal exposure to overseas transactions and currency risk.
Liquidity and cashflow
This is the risk that cash may not be available to meet obligations as they fall due. The company has access to bank facilities (overdraft etc), assisting to mitigate this risk. Company cash balances and cashflows are regularly reviewed to ensure liquidity risk is minimised.
Political
The company is subject to mainly local economic and political situations. The company manages this risk through monitoring of the economic environment, as part of its ongoing forecasting process.

Future prospects & outlook
 
The group has continued with its strategic growth plan.  Following the restructure the group has created a solid foundation for growth in its core activities.  With heavy investment in sales & marketing, service delivery and product development, the directors are optimistic about the future prospects.


This report was approved by the board and signed on its behalf.



................................................
Mr M T Heald
Director

Date: 25 September 2025

Page 2

 
FOD MOBILITY GROUP LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £2,730,256 (2023 - loss £3,266,126).

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the year were:

Mr J A Howick 
Mr M T Heald 
Mr J P Whitston 
Mr M J Widdall (appointed 27 March 2024)

Mr C G Boyes    (resigned 27 March 2024)
Mr S Lamkin (resigned 17 June 2024)
Mr S Smith (resigned 31 March 2024)
Director changes after the year end:
Mr A I Cope (resigned 28 February 2025)

Page 3

 
FOD MOBILITY GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006Armstrong Watson Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





................................................
Mr M T Heald
Director

Date: 25 September 2025

Page 4

 
FOD MOBILITY GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOD MOBILITY GROUP LIMITED
 

Opinion


We have audited the financial statements of FOD Mobility Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 
FOD MOBILITY GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOD MOBILITY GROUP LIMITED (CONTINUED)


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
FOD MOBILITY GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOD MOBILITY GROUP LIMITED (CONTINUED)


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


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

We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act and tax legislation.uiry of management around actual and potential litigation and claims;

We enquired of the directors and reviewed correspondence with HMRC for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.
 
We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
 
The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition and management override of controls.
 
We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
 
We enquired of the directors about actual and potential litigation and claims.
 
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
 
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
 


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 7

 
FOD MOBILITY GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOD MOBILITY GROUP LIMITED (CONTINUED)


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 2006Our 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 an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Matthew Osbourne (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors
Leeds

26 September 2025
Page 8

 
FOD MOBILITY GROUP LIMITED
 

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024

Continuing operations
Discontin'd operations
Total
Continuing operations
Discontinued operations
Total
As restated
As restated
As restated
2024
2024
2024
2023
2023
2023
Note
£
£
£
£
£
£

  

Turnover
 5 
14,505,808
1,776,495
16,282,303
23,326,831
4,428,277
27,755,108

Cost of sales
  
(9,322,522)
(2,370,800)
(11,693,322)
(16,433,535)
(5,597,797)
(22,031,332)

Gross profit
  
5,183,286
(594,305)
4,588,981
6,893,296
(1,169,520)
5,723,776

Administrative expenses
  
(5,743,901)
(173,321)
(5,917,222)
(6,312,990)
(288,732)
(6,601,722)

Exceptional expenditure
 12 
-
(527,252)
(527,252)
-
-
-

Operating loss
 6 
(560,615)
(1,294,878)
(1,855,493)
580,306
(1,458,252)
(877,946)

Interest payable and similar expenses
 10 
(1,143,358)
-
(1,143,358)
(998,935)
-
(998,935)

Loss before tax
  
(1,703,973)
(1,294,878)
(2,998,851)
(418,629)
(1,458,252)
(1,876,881)

Tax on loss
 11 
268,595
-
268,595
(1,389,245)
-
(1,389,245)

Loss after tax
  
(1,435,378)
(1,294,878)
(2,730,256)
(1,807,874)
(1,458,252)
(3,266,126)

  

  

Retained earnings at the beginning of the year
  
(5,567,899)
(2,301,773)

  
(5,567,899)
 
(2,301,773)

Loss for the year attributable to the owners of the parent
  
(2,730,256)
(3,266,126)

Retained earnings at the end of the year
  
(8,298,155)
 
(5,567,899)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of income and retained earnings.

The notes on pages 14 to 29 form part of these financial statements.

Page 9

 
FOD MOBILITY GROUP LIMITED
REGISTERED NUMBER: 10549020

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible assets excluding negative goodwill
 13 
13,486,255
14,229,679

Negative goodwill
 13 
(46,136)
(59,805)

Tangible assets
 14 
60,950
135,090

  
13,501,069
14,304,964

Current assets
  

Debtors: amounts falling due within one year
 16 
2,492,967
3,690,261

Current asset investments
 17 
1,206
1,206

Cash at bank and in hand
 18 
61,839
125,074

  
2,556,012
3,816,541

Creditors: amounts falling due within one year
 19 
(4,087,618)
(6,277,006)

Net current liabilities
  
 
 
(1,531,606)
 
 
(2,460,465)

Total assets less current liabilities
  
11,969,463
11,844,499

Creditors: amounts falling due after more than one year
 20 
(13,849,950)
(10,726,135)

Provisions for liabilities
  

Deferred taxation
 21 
(1,606,665)
(1,875,260)

  
 
 
(1,606,665)
 
 
(1,875,260)

Net liabilities
  
(3,487,152)
(756,896)


Capital and reserves
  

Called up share capital 
 22 
141
141

Share premium account
 23 
4,810,862
4,810,862

Profit and loss account
 23 
(8,298,155)
(5,567,899)

  
(3,487,152)
(756,896)


Page 10

 
FOD MOBILITY GROUP LIMITED
REGISTERED NUMBER: 10549020

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Mr M T Heald
Director

Date: 25 September 2025

The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
FOD MOBILITY GROUP LIMITED
REGISTERED NUMBER: 10549020

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
15,564,018
15,863,602

  
15,564,018
15,863,602

Current assets
  

Debtors: amounts falling due within one year
 16 
9,131,590
6,822,772

  
9,131,590
6,822,772

Creditors: amounts falling due within one year
 19 
(8,468,115)
(8,139,755)

Net current assets/(liabilities)
  
 
 
663,475
 
 
(1,316,983)

Total assets less current liabilities
  
16,227,493
14,546,619

  

Creditors: amounts falling due after more than one year
 20 
(13,849,950)
(10,726,135)

  

Net assets
  
2,377,543
3,820,484


Capital and reserves
  

Called up share capital 
 22 
141
141

Share premium account
 23 
4,810,862
4,810,862

Profit and loss account
 23 
(2,433,460)
(990,519)

  
2,377,543
3,820,484


The loss for the financial year of the parent company was £1,442,942 (2023: £4,617 loss).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
Mr M T Heald
Director

Date: 25 September 2025

The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
FOD MOBILITY GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(2,730,256)
(3,266,126)

Adjustments for:

Amortisation of intangible assets
2,317,414
2,086,908

Depreciation of tangible assets
70,583
90,090

Profit on disposal of tangible assets
(74)
-

Interest paid
1,143,358
998,935

Taxation charge
(268,595)
1,389,245

(Increase)/decrease in debtors
(1,070,580)
3,335,558

Increase/(decrease) in creditors
1,026,518
(780,441)

Corporation tax received
-
460,908

Accrued (income)
-
(336,560)

Net cash generated from operating activities

488,368
3,978,517


Cash flows from investing activities

Purchase of intangible fixed assets
(1,587,659)
(2,822,670)

Purchase of tangible fixed assets
-
(56,179)

Net cash from investing activities

(1,587,659)
(2,878,849)

Cash flows from financing activities

Proceeds from borrowings
2,000,000
-

Interest payable
(1,143,358)
(998,935)

Net cash used in financing activities
856,642
(998,935)

Net (decrease)/increase in cash and cash equivalents
(242,649)
100,733

Cash and cash equivalents at beginning of year
(394,462)
(495,195)

Cash and cash equivalents at the end of year
(637,111)
(394,462)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
61,839
125,074

Bank overdrafts
(698,950)
(519,536)

(637,111)
(394,462)


Page 13

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 3rd Floor, The Waterfront Building, Salts Mill Road, Shipley, BD17 7EZ.


2.


Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3.Accounting policies

 
3.1

Basis of preparation of financial statements

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.

 
3.2

Basis of consolidation

The financial statements consolidate the financial statements of FOD Mobility Group Limited and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Page 14

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.Accounting policies (continued)

 
3.3

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. Revenue is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates, value added tax and other sales
taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually
associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are
provided in accordance with the stage of completion of the contract when all of the following
conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured
reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
3.4

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

  
3.5

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Page 15

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.Accounting policies (continued)

 
3.6

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
3.7

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Negative goodwill
-
10%
straight line
Development costs
-
10%
straight line
Goodwill
-
10%
straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

 
3.8

Tangible fixed assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
straight line
Equipment
-
33%
straight line



Page 16

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.Accounting policies (continued)

 
3.9

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any cumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

  
3.10

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

  
3.11

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.
Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

 
3.12

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.
 
Page 17

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.Accounting policies (continued)


3.12
Financial instruments (continued)

Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
 
  
3.13

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Page 18

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed under key sources of estimation uncertainty below.
Key sources of estimation uncertainty
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
Amortisation of intangible assets
The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates. The carrying value and accumulated depreciation of tangible fixed assets is set out in note 12 to the financial statements.
Recoverability of trade and other debtors
The Company makes an estimate of recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the credit rating of the debtors, the ageing profile of debtors and historical experience. The carrying amount of trade and other debtors and the associated provision is given in note 15.


5.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Rendering of services
16,282,303
27,755,108

16,282,303
27,755,108


The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

Page 19

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Amortisation of intangible assets
2,391,473
2,086,908

Depreciation of tangible assets
70,583
90,090

Profit on disposal of tangible assets
74
-

Impairment of trade debtors
60,142
60,032

Research and development expenditure written off
(1,587,359)
(2,822,670)

Foreign exchange differences
1,686
2,240


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditor
31,950
20,000


8.


Employees

Staff costs were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
2,956,814
4,006,966

Social security costs
334,231
396,522

Cost of defined contribution scheme
148,258
184,651

3,439,303
4,588,139


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Administrative staff
9
9



Management staff
4
5



Finance staff
5
8



IT & development staff
43
65

61
87

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)
Page 20

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
770,515
869,948

Group contributions to defined contribution pension schemes
46,789
58,445

817,304
928,393


During the year retirement benefits were accruing to 4 directors (2023 - 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £209,701 (2023 - £197,988).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,352 (2023 - £6,989).








10.


Interest payable and similar expenses

2024
2023
£
£


Interest on banks loans and overdrafts
1,143,358
997,462

Other interest payable and similar charges
-
1,473

1,143,358
998,935

Page 21

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


As restated
2024
2023
£
£

Corporation tax


Current tax on losses for the year
-
(460,908)


-
(460,908)


Total current tax
-
(460,908)

Deferred tax


Origination and reversal of timing differences
(268,549)
1,850,153

Losses and other deductions
(46)
-

Total deferred tax
(268,595)
1,850,153


Tax on loss
(268,595)
1,389,245

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 19% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,998,851)
(1,876,881)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(749,713)
(356,607)

Effects of:


Effect of expenses not deductible for tax purposes
90,514
1,203

Effect of capital allowances and depreciation
965
(132,892)

Effect of different UK tax rates on some earnings
-
(148,440)

Adjustments to tax charge in respect of prior periods - deferred tax
-
1,848,761

Unused tax losses
-
177,220

Non tax deductible amortisation
321,311
-

Group relief claimed
(202,097)
-

Adjustments to brought forward values
(15,000)
-

Movement in deferred tax not recognised
285,425
-

Total tax charge for the year
(268,595)
1,389,245

Page 22

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Exceptional items

2024
2023
£
£


Exceptional items
527,252
-

527,252
-

The above items have been classified as exceptional due to their non-recurring nature. The costs related to a redundancy scheme in the year.


13.


Intangible assets

Group





Development costs
Positive Goodwill
Negative goodwill
Total

£
£
£
£



Cost


At 1 January 2024
9,993,898
12,248,525
(136,694)
22,105,729


Additions
1,587,659
-
-
1,587,659



At 31 December 2024

11,581,557
12,248,525
(136,694)
23,693,388



Amortisation


At 1 January 2024
2,602,980
5,409,764
(76,889)
7,935,855


Charge for the year on owned assets
1,106,231
1,224,852
(13,669)
2,317,414



At 31 December 2024

3,709,211
6,634,616
(90,558)
10,253,269



Net book value



At 31 December 2024
7,872,346
5,613,909
(46,136)
13,440,119



At 31 December 2023
7,390,918
6,838,761
(59,805)
14,169,874

The company has no intangible assets.



Page 23

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible fixed assets

Group






Fixtures and fittings
Equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
119,765
278,056
397,821


Disposals
-
(14,917)
(14,917)



At 31 December 2024

119,765
263,139
382,904



Depreciation


At 1 January 2024
43,640
219,091
262,731


Charge for the year on owned assets
29,055
41,528
70,583


Disposals
-
(11,360)
(11,360)



At 31 December 2024

72,695
249,259
321,954



Net book value



At 31 December 2024
47,070
13,880
60,950



At 31 December 2023
76,125
58,965
135,090

The company has no tangible assets.


15.


Fixed asset investments

The group has no investments.

Company





Shares in group undertakings

£



Cost or valuation


At 1 January 2024
15,863,602


Amounts written off
(299,584)



At 31 December 2024
15,564,018




Page 24

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

FOD Mobility Technologies Limited
3rd Floor, The Waterfront Building, Salts Mill Road, Shipley, BD17 7EZ
Ordinary
100%
FOD Mobility UK Limited
3rd Floor, The Waterfront Building, Salts Mill Road, Shipley, BD17 7EZ
Ordinary
100%
FOD Mobility Group Services Limited
3rd Floor, The Waterfront Building, Salts Mill Road, Shipley, BD17 7EZ
Ordinary
100%

Incorporated in Europe
FOD Mobility EU Limited
FOD Mobility Ireland Limited
FOD Mobility (France) SAS
FOD Mobility Deutschland GmbH
The company has entered into a parent guarantee under s479A of the Companies Act 2006 in order to exempt the following subsidiaries from audit for the year ended 31 December 2024:
FOD Mobility Technologies Limited (Company Registration Number - 07601908)
FOD Mobility Group Services Limited (Company Registration Number - 06525932)


16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
2,009,440
2,625,193
-
-

Amounts owed by group undertakings
-
-
9,126,460
6,817,643

Prepayments and accrued income
447,710
897,013
-
-

Corporation tax repayable
-
127,147
-
-

Directors loan account
4,516
19,140
-
-

Other debtors
31,301
21,768
5,130
5,129

2,492,967
3,690,261
9,131,590
6,822,772


Page 25

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Current asset investments

Group
Group
2024
2023
£
£

Other investments
1,206
1,206

1,206
1,206



18.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
61,839
125,074

Less: bank overdrafts
(698,950)
(519,536)

(637,111)
(394,462)



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
698,950
519,536
42,784
23,242

Trade creditors
1,458,489
2,916,606
(4,200)
(4,201)

Amounts owed to group undertakings
-
-
8,095,769
7,786,952

Accruals and deferred income
1,180,581
2,047,611
-
-

Tax payable
333,762
-
333,762
333,762

Social security and other taxes
356,376
554,308
-
-

Other creditors
59,460
238,945
-
-

4,087,618
6,277,006
8,468,115
8,139,755



20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Other creditors
10,000,000
8,000,000
10,000,000
8,000,000

Accruals and deferred income
3,849,950
2,726,135
3,849,950
2,726,135

13,849,950
10,726,135
13,849,950
10,726,135



Page 26

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Deferred taxation


Group



2024


£






At beginning of year
1,875,260


Charged to profit or loss
268,595



At end of year
1,606,665

Company


2024






At end of year
-
The provision for deferred taxation is made up as follows:

Group

Group
As restated
2024
2023
£
£

Accelerated capital allowances
1,624,427
1,878,864

Short term timing differences
(17,762)
-

Provisions
-
(3,604)

1,606,665
1,875,260


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



29,418 (2023 - 29,418) Ordinary A shares of £0.001 each
29
29
90,707 (2023 - 90,707) Ordinary B shares of £0.001 each
91
91
2,452 (2023 - 2,452) Ordinary C shares of £0.001 each
2
2
2,724 (2023 - 2,724) Ordinary D shares of £0.001 each
3
3
2,881 (2023 - 2,881) Ordinary E1 shares of £0.001 each
3
3
5,763 (2023 - 5,763) Ordinary E2 shares of £0.001 each
6
6
3,713 (2023 - 3,713) Ordinary F shares of £0.001 each
4
4
3,095 (2023 - 3,095) Ordinary G1 shares of £0.001 each
3
3

141

141


Page 27

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Reserves

Share premium account

 This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

This reserve records retained earnings and accumulated losses.

24.


Analysis of net debt




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

125,074

(62,128)

62,946

Bank overdrafts

(519,536)

(179,054)

(698,590)

Current asset investments

1,206

-

1,206


(393,256)
(241,182)
(634,438)


25.


Discontinued operations

On 15 August 2024, Mobilleo was discontinued by the Group. This was a strategic decision to streamline operations and concentrate 100% of the Company's efforts on the Group's ground transportation offering. The Company has retained Mobilleo, no proceeds were received from the discontinuation, and no economic benefits are expected to arise in the future.


26.


Prior year adjustment

Discontinued operations have been disclosed in the Statement of Income and Retained Earnings following
the closure of Mobilleo for the year ended 31 December 2023. There has been no changes to the
previously reported profit.
A deferred tax liability of £1,878,761 has been recognised on the intangible asset timing difference at 31 December 2023. The prior year adjustment has reduced the previously reported loss of £1,417,365 to £3,266,126. The previously reported net asset position has changed to a net liability position of £756,896.


27.


Pension commitments

The Company operates a defined contribution scheme for its employees. The amount recognised as an expense during the period was £148,258 (2023 - £126,206). Outstanding pension contributions at the year end totalled £21,256 (2023 - £23,874).

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FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

28.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
109,247
103,774

Later than 1 year and not later than 5 years
311,322
311,322

Later than 5 years
337,266
441,040

757,835
856,136

29.


Directors' advances, creditors and gurantees

During the year the directors received advances of £1,851.


30.


Related party transactions

The company has taken advantage of the exemption contained in Section 33 of FRS102 'Related Party Disclosures' from disclosing transactions with entities which are part of the group, since 100% of the voting rights of each subsidiary company are controlled by within the Group.
No further transactions with related parties took place as are required to be disclosed under FRS 102.


31.


Controlling party

The ultimate controlling party is Mr JP Whitston as the majority shareholder of FOD Mobility Group Limited.


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