Carey UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Company Secretarial Department, 280 Bishopsgate London, London, EC2M 4RB.
The group consists of Carey UK Limited and all of its subsidiaries.
The company's and the group's principal activities and nature of its operations are disclosed in the Directors' Report.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The consolidated financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The financial statements of the company are included within these consolidated financial statements of Carey UK Limited.
The consolidated group financial statements consist of the financial statements of the parent company Carey UK Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Group had net current liabilities of £2,333,365 (2024: £1,886,027).
The Group remains financially and operationally dependent on the continued support of its immediate group, due to the nature of its operations and its use of the global Carey brand. The directors have received a letter of support from the immediate parent confirming its intention to provide financial support for the foreseeable future and not to demand repayment of intercompany balances.
The immediate parent undertaking is itself reliant on external bank financing. As of April 22, 2026, the parent undertaking's outstanding indebtedness comprised a term loan with a principal balance of $19,052,255.52 (from an original $20,000,000 facility secured on December 12, 2025) and a $5,000,000 revolving line of credit. On March 31, 2026, the Bank notified the parent undertaking that it was in default under these facilities as a result of a material adverse change in its financial condition, and on May 5, 2026, the parent undertaking entered into a Forbearance and Modification Agreement with the Bank, under which the Bank agreed to forbear from exercising its default-related remedies, subject to the parent undertaking's compliance with revised and more restrictive financial covenants, an accelerated maturity date of April 30, 2027 for both facilities, a reduced and stepped-down revolving credit facility (reducing in stages from $5,000,000 to $1,000,000 through April 2027), among other conditions, with failure to satisfy any such condition constituting an immediate event of default under the Forbearance and Modification Agreement. The directors of the parent undertaking have confirmed that they expect to have sufficient liquidity to meet these obligations and to continue supporting the Carey UK Limited Group.
In their review of liquidity behind the group support, the Directors have reviewed future budgets and forecasts, the latest consolidated audited accounts and the latest consolidated management results.
Based on the above, the directors consider it appropriate to prepare the financial statements on a going concern basis, as they have a reasonable expectation that the Group will continue in operational existence for the foreseeable future.
The Company's principal source of revenue is from chauffeured vehicles provided during the year including customer contracts and other revenue includes independent operators and sub-contractors. The revenue is invoiced value of such services, exclusive of Value Added Tax and trade discounts. Turnover is recognised at the point of service is delivered to the customers.
Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets , which include trade and other debtors and amounts owed by group undertakings, are
initially measured at transaction price including transaction costs and are subsequently carried at amortised
cost using the effective interest method unless the arrangement constitutes a financing transaction, where the
financial asset is measured at the present value of the future receipts discounted at a market rate of interest.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables''. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognized by applying the effective interest rate, except for short term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired where there is objective evidence that, as a result of one of more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected/The impairment loss is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Financial liabilities are derecognised when, and only when, the company’s contractual obligations expire or are discharged, cancelled, or they expire.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets
are recognised when the tax paid exceeds the tax payable.
Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.
Current tax assets and current tax liabilities and current deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.
Current tax is based on taxable profit for the year. Taxable profit differs from the total comprehensive income because it excludes items of income or expense that are taxable or deductible in other periods. Current tax assets and liabilities are measured using the tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the reporting date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax is measured on a non-discounted basis.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than functional currency (foreign currency) are initially recorded at the
exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date or the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All translations differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income.
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Motor vehicles (chauffeuring fleet):
The directors have assessed the useful economic life of chauffeur-driven vehicles, taking into consideration historical replacement cycles, expected annual mileage, maintenance requirements, vehicle reliability, customer expectations and demand, and anticipated residual values.
The directors consider that a useful economic life of motor vehicles appropriately reflects the period over which economic benefits are expected to be consumed from these assets. Vehicles are therefore depreciated on a straight-line basis over four-five years.
Residual values and useful economic lives are reviewed annually by the directors and adjusted prospectively where necessary. Any revisions are accounted for as changes in accounting estimates in accordance with FRS 102.
Critical Accounting Judgement and Estimates
The determination of useful economic lives and residual values for the chauffeuring fleet requires the exercise of judgement by the directors. In making this assessment, the directors consider:
Historical vehicle utilisation and replacement patterns.
Expected annual mileage.
Manufacturer guidance.
Future maintenance costs.
The requirement to maintain a modern and reliable fleet appropriate for a premium chauffeuring operation.
Based on these factors, the directors have concluded that the current useful economic life represents a reasonable estimate for the purposes of the Group financial statements.
The average monthly number of persons (including directors) employed by the group and company during the year was:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases:
Details of the company's subsidiaries at 31 December 2025 are as follows:
All subsidiaries have the same registered address as Carey UK limited and are included in this consolidation.
Net obligations under finance lease contracts are secured against the specific fixed assets to which they relate.
Creditors falling due within one year include £3,427,028 payable to the immediate parent of the Group. The loan is interest free and repayable on demand.
Net obligations under finance lease contracts are secured against the specific fixed assets to which they relate.
Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company:
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £17,310 (2024: £15,023) were payable to the fund at the year end and are included in creditors.
The share premium reserve represents the consideration received for shares issued above their nominal value net of transaction costs.
The capital redemption reserve represents the nominal value of the shares repurchased and still held at the end of the reporting period.
The profit and loss accounts reserve represents the cumulative profit and loss net of distributions to owners.
As the income statement has been excluded from the filing copy of the financial statements under small group reporting regime, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
We draw attention to Note 1.3 to the financial statements. The Group had net current liabilities of £2,333,364 as at 31 December 2025 and is dependent on ongoing financial support from its immediate parent undertaking.
The parent undertaking is itself dependent on external bank financing and, as disclosed in Note 1.3, was in default of its borrowing arrangements before entering into a forbearance agreement with its lender. The continuation of that arrangement is subject to compliance with revised financial covenants and other conditions.
The Group’s ability to continue as a going concern is dependent upon the parent undertaking maintaining its financing arrangements and continuing to provide support to the Company and its subsidiaries.
These circumstances, together with the other matters set out in Note 1.3, indicate the existence of a material uncertainty that may cast significant doubt on the Company and its subsidiaries' ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
There is a group VAT agreement between Carey Europe Limited, Carey England Limited and Embarque London Limited. At 31 December 2025 the group VAT liability was £96,296 (2024: £169,961).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company and the group have taken advantage of the exemption under FRS 102 section 33.1A and has not disclosed transactions with wholly owned subsidiaries within the group.