ACCOUNTS - Final Accounts preparation

Company Registration Number: 06936809

FUTURE TRANSPORT SYSTEMS LTD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FUTURE TRANSPORT SYSTEMS LTD

REGISTERED NUMBER: 06936809

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	5		43,420		71,836
Investments	6		100		100
			43,520		71,936
Current assets
Stocks		-		5,712
Debtors: amounts falling due within one year	7	16,313,454		12,269,658
Cash at bank and in hand		59,433		4,518,580
		16,372,887		16,793,950
Creditors: amounts falling due within one year	8	(565,054)		(156,372)
Net current assets			15,807,833		16,637,578
Total assets less current liabilities			15,851,353		16,709,514

Net assets			15,851,353		16,709,514

Capital and reserves
Called up share capital	5,598	5,598
Share premium account	23,826,731	23,826,731
Profit and loss account	(7,980,976)	(7,122,815)
	15,851,353	16,709,514

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

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

................................................

Mr M G L Lumsden

Director

Date: 12 August 2026

The notes on pages 3 to 10 form part of these financial statements.

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FUTURE TRANSPORT SYSTEMS LTD

REGISTERED NUMBER: 06936809

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Future Transport Systems Ltd is a private company limited by shares incorporated in England and Wales. The registered office is C/o Armstrong Watson, First Floor, One Strawberry Lane, Newcastle upon Tyne, NE1 4BX and its principal place of business is The Core, Bath Lane, Newcastle Helix, Newcastle upon Tyne, NE4 5TF.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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.

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

The company incurred a loss for the financial year of £858,161. As at 31 December 2025, the company's assets exceeded its liabilities by £15,851,353. However, within the company's assets was a balance of £16,239,186 due from the company's subsidiary undertaking, which as at the balance sheet date had net liabilities of £12,751,327. Continuing losses incurred by both the company and it's subsidiary undertaking necessary to further develop the business have depleted the group's cash reserves. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern for 12 months from the date of approval of the accounts.
The company concluded a £500,000 funding round at the end of July and are looking to close on the sale of Arpents in September. This would give another £500,000 in the short term (milestone payments). There are also big potential sales in the works and should they come off will also impact September. Whilst the company is optimistic they can't define the timing of the transaction with full accuracy.
The directors are of the opinion that growth in group turnover, contracts secured, together with the committed investment funds, will enable the company to continue in operation and the accounts are therefore prepared on a going concern basis.

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.5

Revenue

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:

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.

2.6

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Research and development

Research expenditure is written off in the period in which it is incurred.

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that 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.

2.10

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is provided on the following basis:

Leasehold improvements	-	33%	straight line
Plant and machinery	-	25%	straight line
Fixtures and fittings	-	15%	reducing balance
Computer equipment	-	25%	straight line

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.16

Creditors

Short-term creditors are measured at the transaction price. 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.

2.17

Financial instruments

Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable.
Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, consumer demands and the experience of recoverability.
The directors have considered the specific estimates regarding the carrying value of the investments in group undertakings and the recoverability of the amounts due from these group undertakings, as explained in note 7.

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Employees

The average monthly number of employees, including directors, during the year was 17 (2024 - 17).

5.	Tangible fixed assets

	Leasehold improve-ments	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	66,713	13,559	18,010	215,585	313,867
At 31 December 2025	66,713	13,559	18,010	215,585	313,867
Depreciation
At 1 January 2025	62,510	8,820	10,468	160,233	242,031
Charge for the year	4,071	2,712	1,131	20,502	28,416
At 31 December 2025	66,581	11,532	11,599	180,735	270,447
Net book value
At 31 December 2025	132	2,027	6,411	34,850	43,420
At 31 December 2024	4,203	4,739	7,542	55,352	71,836

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	100
	At 31 December 2025	100

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

	Connected Energy Ltd	C/O Armstrong Watson, One Strawberry Lane, Newcastle Upon Tyne, NE1 4BX	Ordinary	100%
	SAS Connected Developments	Halle Hemera, 132 Rue Fondaudege, 33000 Bordeaux	Ordinary	100%

SAS Connected Developments is a wholly owned subsidiary of Connected Energy Limited and is therefore an indirect subsidiary of Future Transport Systems Ltd.

The carrying value of the investments and the aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	Connected Energy Ltd	(12,541,592)	(3,683,023)
	SAS Connected Developments	(95,251)	(103,982)

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

					2025	2024
					£	£


Trade debtors	-	39
Amounts owed by group undertakings	16,239,186	10,940,346
Other debtors	5,883	13,626
Prepayments and accrued income	68,385	1,315,647
	16,313,454	12,269,658

The company has reviewed the recoverability of the amounts owed by group undertakings of £16,239,186 (2024: £10,940,346) shown above. The loan is interest free and repayable on demand. The company is confident that the full value of the amounts due to it from the subsidiary will be recovered.
The amounts owed by group undertakings include £16,456 (2024: £Nil) being an interest free loan made to the subsidiary company of Connected Energy Ltd, SAS Connected Developments, a company registered in France, which is repayable on demand.

8.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	78,969	46,988
Other taxation and social security	474,100	47,402
Other creditors	8,485	7,107
Accruals and deferred income	3,500	54,875
	565,054	156,372

9.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,067,000 (2024 - 1,067,000) Ordinary shares shares of £0.001 each	1,067	1,067
1,112,000 (2024 - 1,112,000) Series A shares shares of £0.001 each	1,112	1,112
3,182,000 (2024 - 3,182,000) Series B1 shares shares of £0.001 each	3,182	3,182
237,000 (2024 - 237,000) Series B2 shares shares of £0.001 each	237	237

	5,598	5,598

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FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.

Reserves

Share premium account

The share premium account reserve records the amount above the nominal value received for shares sold, less transaction costs. The profit and loss account reserve records retained earnings and accumulated losses.

Profit and loss account

The profit and loss reserve comprises of accumulated profits and losses.

11.Operating lease commitments

At the reporting date the company had commitments under non-cancellable operating leases totalling £46,973 (2024 - £Nil).

12.

Related party transactions

The accounts do not include disclosure of transactions between the company and entities that are part of the Future Transport Systems Ltd group. Connected Energy Ltd is wholly owned by Future Transport Systems Ltd and therefore there is no requirement to disclose such transactions under FRS 102 Section 1A.
An amount of £16,456 (2024: £Nil) was due from SAS Connected Developments, registered in France, a 100% subsidiary company of Connected Energy Ltd.
No transactions with related parties were undertaken such as are required to be disclosed under FRS 102 Section 1A.

13.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.

In their report, the auditor emphasised the following matter without qualifying their report:

We draw attention to the financial statements, which indicate the company incurred a loss for the financial year of £858,161. As at 31 December 2025, the company's assets exceeded its liabilities by £15,851,353. However, within the company's assets was a balance of £16,239,186 due from the company's subsidiary undertaking, which as at the balance sheet date had net liabilities of £12,751,227. Continuing losses incurred by both the company and it's subsidiary undertaking necessary to further develop the business have depleted the group's cash reserves. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 12 August 2026 by Michael Morris (Senior Statutory Auditor) on behalf of Armstrong Watson Audit Limited.

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