MOOVE UK HOLDINGS LIMITED

MOOVE UK HOLDINGS LIMITED

Contents Page

For the period ended 30 Dec 2023

Director's Report	1
Income Statement	2
Statement of Financial Position	3
Statement of Changes in Equity	4
Notes to the Accounts	5
Detailed Income Statement	6
Detailed Statement of Financial Position	7

1

MOOVE UK HOLDINGS LIMITED

Directors' Report

For the period ended 30 Dec 2023

Director's report and financial statements

Principal activity :-

The principal activity of the Company is 'Renting and leasing of cars and light motor vehicles'.

Directors :-

The directors who served during the period were:

Oladipo Olakunle Delano
Jide Nigel Odunsi

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

Dividends :-

The directors do not recommend the payment of a dividend for the period (2022: £niI).

Going Concern :-

The directors have assessed the Company's financial position and, based on expected future cash flows and ongoing support from the parent company, consider it appropriate to prepare the financial statements on a going concern basis.

Post Balance Sheet Events :-

There have been no significant post—balance-sheet events requiring adjustment or additional disclosure.

Statement of Director Responsibilities :-

The directors acknowledge their responsibilities for complying with the Companies Act 2006 in preparing financial statements and maintaining adequate accounting records.

Small Company Provisions :-

The Company qualifies as a small company under section 477 of the Companies Act 2006 and has therefore taken advantage of the small-company reporting exemptions where applicable.

Political Donations :-

The Company made no political donations nor incurred any political expenditure during the year.

Research & Development Activity :-

The Company did not undertake any research and development activities during the financial year.

Disclosure of information to the auditor

"The directors confirm that:
•    so far as each director is aware, there is no relevant audit information of which the company’s
auditor is unaware; and
•    the directors have taken all the steps that they ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish that the company’s auditor
is aware of that information."

Oladipo Olakunle Delano

Director

Date:

Directors

The directors who served the company throughout the period were as follows:

Oladipo Olakunle Delano

Jide Nigel Odunsi

Signed on behalf of the board of directors:

---------------------------------------------

Oladipo Olakunle Delano
Director

Date approved: 03 June 2026

2

MOOVE UK HOLDINGS LIMITED

Income Statement

For the period ended 30 Dec 2023

	2023 £	2022 £
Turnover	-	1
Cost of sales	-	-
Gross profit/(loss)	-	1
Administrative expenses	(14,477)	(13,995)
Other operating income	1,196,487	328,806
Operating Profit/(Loss)	1,182,010	314,812
Interest payable and similar charges	(1,196,487)	(547,702)
Profit/(Loss) on ordinary activities before taxation	(14,477)	(232,890)
Profit/(Loss) for the period	(14,477)	(232,890)

3

MOOVE UK HOLDINGS LIMITED

Statement of Financial Position

As at 30 December 2023

	Notes	2023 £	2022 £
Fixed assets
Financial assets	2	400	300
		400	300
Current assets
Debtors	3	36,626,457	32,511,114
Cash at bank and in hand		1,389	-
		36,627,846	32,511,114
Creditors: amount falling due within one year	4	(24,645,814)	(17,921,933)
Net current assets/(liabilities)		11,982,032	14,589,181


Total assets less current liabilities		11,982,432	14,589,481
Creditors: amount falling due after more than one year	5	(12,229,699)	(14,822,271)
Net assets/(liabilities)		(247,267)	(232,790)

Capital and reserves
Called up share capital		100	100
Profit and loss account	6	(247,367)	(232,890)
Shareholders fund		(247,267)	(232,790)

For the period ended 30 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' Responsibilities:

The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime of Part 15 of the Companies Act 2006.

Signed on behalf of the board of directors:

---------------------------------------------

Oladipo Olakunle Delano
Director

Date approved: 03 June 2026

4

MOOVE UK HOLDINGS LIMITED

Statement of Changes in Equity

For the period ended 30 Dec 2023

	Equity share capital	Profit & loss account	Total
	£	£	£
Balance at 28 Mar 2022	100	-	100
Profit or loss for the period	-	(232,890)	(232,890)
Total comprehensive income/(loss) for the period	-	(232,890)	(232,890)

Balance at 01 Jan 2023	100	(232,890)	(232,790)
Profit or loss for the period	-	(14,477)	(14,477)
Total comprehensive income/(loss) for the period	-	(14,477)	(14,477)
Balance at 30 Dec 2023	100	(247,367)	(247,267)

5

MOOVE UK HOLDINGS LIMITED

Notes to the Accounts

For the period ended 30 Dec 2023

Statutory Information

Moove Uk Holdings Limited is a private limited company, limited by shares, domiciled in England and Wales, registration number 14007220, registration address 1 Bow Churchyard, London, EC4M 9DQ, United Kingdom.

The presentation currency is £ sterling.

1.

Accounting Policies

Basis of accounting

The financial statements are prepared under the historical cost convention and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and sales taxes.

Turnover 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
Turnover 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.

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.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks; and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Fixed asset investments

Fixed asset investments are stated at cost less provision for any permanent diminution in value.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Cash and cash equivalents

Cash and cash equivalents are highly liquid investments and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Short-term creditors are measured at the transaction price. The other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Equity instruments

Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2.

Financial assets

Cost or Valuation	Other investments not loans - unlisted	Total
	£	£
At 01 January 2023	300	300
Additions	100	100
At 30 December 2023	400	400
Depreciation
At 01 January 2023	-	-
At 30 December 2023	-	-
Net book values
At 30 December 2023	400	400
At 01 January 2023	300	300

3.

Debtors: amounts falling due within one year

	2023 £	2022 £
Moove Executiveco Ltd	2,295,440	2,295,440
Moove UK Opco Limited	3,387,994	-
Moove UK Carco 1 Limited	15,789,887	15,085,206
Moove Africa B.V	15,145,314	15,130,468
VAT	7,822	-
	36,626,457	32,511,114

4.

Creditors: amount falling due within one year

	2023 £	2022 £
Other creditors	24,645,205	17,786,695
Cast at bank - GBP	609	134,955
Cast at bank - USD	-	283
	24,645,814	17,921,933

5.

Creditors: amount falling due after more than one year

	2023 £		2022 £
Long Term Loan	12,229,699		14,822,271
	12,229,699		14,822,271

6.

Profit and loss account

	2023 £
Balance at 01 January 2023	(232,890)
Loss for the period	(14,477)
Balance at 30 December 2023	(247,367)

7.	Average number of employees Average number of employees during the period was 0 (2022: 0).

8.

NOTES TO THE FINANCIAL STATEMENT

Company Information

Moove UK Holding Limited (the “Company”) is a private company limited by shares, incorporated and domiciled in England and Wales under company number 14007220.

The registered office and principal place of business is:

1 Bow Churchyard, London, United Kingdom, EC4M 9DQ.

The Company’s principal activity is Management consultancy activities other than financial management.

The Company's ultimate parent and controlling party is Moove Africa B.V.

Basis of Preparation

Statement of Compliance

The financial statements of the company have been prepared in accordance with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

Basis of Measurement

The financial statements have been prepared in accordance with UK-adopted Financial Reporting Standards (FRS 102). They have been prepared on a going concern basis using the accrual method of accounting and are presented in GBP.

The financial statements have been prepared on a historical cost basis, except for items measured at fair value or amortized cost as described in the accounting policies.

Lease Receivable and the related Impairement loss allowance are measured in accordance with Section 20 and Section 11, respectively. The detailed accounting policies and measurement bases for these items are explained in their respective notes to the financial statements.

The accounting policies applied are consistent with those of the previous reporting period

Accounting policies

3.1 Revenue

Revenue from the rendering of services is recognised by reference to the stage of completion at the end of the reporting period when the outcome of the transaction can be estimated reliably.This is achieved when:

Revenue can be measured reliably;
It is probable that economic benefits will flow to the entity;
The stage of completion can be measured reliably;
Costs incurred and costs to complete can be measured reliably.

3.2 Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

3.3 Borrowings

All borrowings are initially recorded at fair value less transaction costs. Borrowings are subsequently carried at amortized cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognized as a charge to the income statement over the period of the relevant borrowing. Interest expense is recognized on the basis of the effective interest method and is included in Finance cost. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

3.4 Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. This classification and measurement of trade payables are in line with the requirements of Section 11 Financial Instruments.

3.5 Share Capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3.6 Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except that a change attributable to an item of income or expense recognized as other comprehensive income which is shown in the Statement of Changes in Equity.

Deferred income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

3.7 Foreign Currency Transactions and Balances

Transactions in foreign currencies are recorded in the functional currency of the Company GBP at the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates prevailing at the reporting date.

Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction, while non-monetary items measured at fair value are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss.

3.8 Offsetting

Financial assets and financial liabilities are off-set and the net amount is reported in the statement of financial position if the Company has a legally enforceable right to set-off the recognized amounts and intends either to settle on a net basis or to realize the assets and settle the liabilities simultaneously.

3.10 Events after the reporting date

The Company financial statements are adjusted to reflect events that occurred between the reporting date and the date when the financial statements are authorized for issue, provided they give evidence of conditions that existed at the reporting date. Any post year-end events that are non-adjusting are disclosed in the financial statements when material.

Accounting estimates and judgments

4.1 Use of Judgements and Estimates

The preparation of these financial statements in accordance with UK-adopted Financial Reporting Standards and requirements of the Companies Act 2006 requires management to exercise judgement and make estimates and assumptions. These judgements, estimates, and assumptions have a direct impact on the reported amounts of assets, liabilities, income, and expenses presented in the financial statements.
The estimates and underlying assumptions are based on historical experience and other factors considered reasonable under the circumstances. They form the basis for judgements regarding the carrying values of assets and liabilities that are not readily determinable from other sources. The actual results are not expected to differ materially from these estimates and assumptions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in both the current and future periods if the revision affects both. Judgements made by management in applying UK-adopted Financial Reporting Standards that have a significant effect on the financial statements, together with estimates that carry a significant risk of material adjustment within the next financial year.

Quantitative and qualitative factors, informed by the Company's historical experience, forward-looking information, and credit assessments.

Restatement of Prior Period Information

The Company previously issued preliminary financial statements for the year ended 31 December 2022 which contained only limited balance sheet information prepared under a simplified small-company format.

As part of the transition to full UK-adopted (FRS 102) and the preparation of statutory financial statements for 2023,
management identified that the preliminary 2022 figures:

• did not include intragroup balances or other payables;

• did not reflect the Company's actual trading activity; and

• did not comply with the recognition and measurement requirements of Section 11.

Accordingly, the 2022 comparative information has been restated in full in accordance with Section 10 Accounting Policies, Estimates & Errors.

Functional and presentation currency

These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated

Particulars	2023	2022
Operating Profit
Operating profit is stated after charging/(crediting):
Fines and penalties	336	-
Professional fee	299	-
Bank Charges	3,191	1,915
Miscellaneous expense	29,000	-

Other Income
Exchange Gain / Loss	18,349	(12,080)
Other Income - Misc	1,196,487	328,806

Interest payable and similar expenses
Finance Cost	1,196,487	547,702

The Company is subject to an intercompany interest charge from its parent entity, Moove UK Holding Limited. Moove UK Holding Limited obtained financing from EMSO to fund the acquisition of vehicles that were subsequently transferred to the Company. The EMSO loan carries an interest rate of 8% per annum. In line with the underlying financing arrangement, Moove UK Holding Limited levies an equivalent 8% interest charge to the Company to reflect the cost of capital associated with these assets. This charge has been recognised as an interest expense within these financial statements.

Trade And Other Receivables
Value added tax	7,822	-
Receivable from related parties	36,618,635	32,511,114

The VAT Receivable from customers represents the amount paid by the Company at the commencement of the lease term. The Company is required to pay VAT at a rate of 20% on the total lease amount at the inception of the lease. This VAT is subsequently recovered from customers over the lease period through the lease payments.

Receivable from Related Parties
Moove Executiveco Ltd	2,295,440	2,295,440
Moove UK Opco Limited	3,387,994	-
Moove UK Carco 1 Limited	15,789,887	15,085,206
Moove Africa B.V	15,145,314	15,130,468

Cash and Bank Balance
Current account
Cast at bank - GBP	(609)	(1,34,955)
Cast at bank - USD	1,389	(283)

Payable to Group Related Parties
Moove UK Opco Limited	15,949	100
Moove Executiveco Ltd	2,540,346	2,403,346
Moove UK Carco 3 Ltd	100	-
Moove UK Carco 2 Ltd	100	100
Moove UK Carco 1 Limited	1,052,180	98,730
Moove Africa B.V	21,036,530	152,84,420

Share Capital
Issued Share capital	100	100

Ordinary shares are equity without rights to dividends or other distributions from the company's earnng.

Accumulated Gain/(Loss)
At January 01	(2,32,890)	-
Loss for the year	(14,477)	(232,890)
Other changes in retained earnings	-	-

Payable: amounts falling due after more than one year
Long Term Loan	12,229,699	14,822,271

Investment in Subsidiaries
Cost
As at 1 January 2023	300	-
Additions in the year	100	300

Subsidiary Details
Subsidiary Name	Year of Investment	Registered Office	Proportion held
Carco 1	2022	1 Bow Churchyard, London, UK, EC4M 9DQ	100%
Carco 2	2022	1 Bow Churchyard, London, UK, EC4M 9DQ	100%
Carco 3	2023	1 Bow Churchyard, London, UK, EC4M 9DQ	100%
OPCO	2022	1 Bow Churchyard, London, UK, EC4M 9DQ	100%

During the year there was no impairement on the investment in subsidiaries

6

MOOVE UK HOLDINGS LIMITED

Detailed Income Statement

For the period ended 30 Dec 2023

	£	2023 £	£	2022 £
Turnover
Sales		-		1
		-		1
Gross profit/(loss)		-		1
Administrative expenses
Legal and professional fees (disallowable)	336		-
Bank charges	3,191		1,915
Exchange rate losses/gains	(18,349)		12,080
Professional Fee	299		-
Miscellaneous expense	29,000		-
		(14,477)		(13,995)
Other operating income
Other operating income (taxable)	1,196,487		328,806
		1,196,487		328,806
Operating Profit/(Loss)		1,182,010		314,812
Interest payable and similar charges
Interest on loan	1,196,487		547,702
		(1,196,487)		(547,702)


Profit/(Loss) on ordinary activities before taxation			(14,477)			(232,890)
Profit/(Loss) for the period			(14,477)			(232,890)

7

MOOVE UK HOLDINGS LIMITED

Detailed Statement of Financial Position

For the period ended 30 Dec 2023

	£	2023 £	£	2022 £
Fixed assets
Financial assets
Other investments not loans - unlisted	400		300
		400		300
		400		300

Current assets
Debtors
Other debtors less than one year	36,618,635		32,511,114
VAT control account	7,822		-
		36,626,457		32,511,114
Cash at bank and in hand
Bank accounts	1,389		-
		1,389		-
		36,627,846		32,511,114

Creditors: amount falling due within one year
Bank accounts	(609)		(135,238)
Other creditors less than one year	(24,645,205)		(17,786,695)
		(24,645,814)		(17,921,933)
Net current assets/(liabilities)		11,982,032		14,589,181
Total assets less current liabilities		11,982,432		14,589,481
Creditors: amount falling due after more than one year
Other creditors more than one year	(12,229,699)		(14,822,271)
		(12,229,699)		(14,822,271)
Net assets/(liabilities)		(247,267)		(232,790)

Capital and reserves
Called up share capital
Equity share capital	100		100
		100		100
Profit and loss account
Accumulated profit & loss	(232,890)		-
		(232,890)		-
		(232,790)		100

Profit/(Loss) for the year		(14,477)		(232,890)
		(247,267)		(232,790)

8