| Vehicle Movement Exchange UK Ltd |
| Strategic Report |
|
|
|
|
| The directors present their strategic report for the year ending 31 December 2025. |
| Review of the business |
| The Company operates a technology-enabled vehicle movement platform supported by a nationwide supplier network and internally developed systems. |
| The wider automotive market faced challenges during 2025. Lower levels of vehicle replacement activity in certain sectors affected movement volumes, which remained below original expectations during parts of the year. |
| The business delivered year-on-year growth in vehicle movements during 2025 and continued to manage its pricing, operational performance and customer base across automotive sectors. |
| Turnover increased to £19.9 million during the year (2024: £18.5 million), resulting in a profit after tax of £650,684 (2024: £515,021). |
| Principal risks and uncertainties |
| The principal risks and uncertainties facing the business include fluctuations in customer movement volumes and wider automotive market activity, competitive pricing pressure, maintaining sufficient supplier network quality and capacity, operational execution and service delivery risk, technology scalability and cybersecurity risk, recruitment and retention of skilled personnel, customer concentration risk and inflationary pressure impacting labour and operating costs |
| The Board continues to monitor these risks through regular operational, financial and strategic review processes. |
| Technology and product development |
| During the year the Company continued to invest in the development and maintenance of its technology and operational systems which remain central to the Company's long-term strategy. |
| Liquidity Risk |
| The directors believe the Company maintains sufficient working capital and liquidity to support ongoing operations and future growth plans. |
| Key performance indicators |
| The directors monitor a range of operational and financial key performance indicators to assess business performance and support decision-making. These include movement volumes, revenue and profitability, service performance, supplier utilisation, automation and efficiency, customer service metrics and working capital performance. |
| Outlook |
| The Board remains confident in the long-term opportunity for the business and its strategic direction. 2025 demonstrated continued progress. The Company will continue to monitor market conditions and manage its customer relationships, supplier network, technology and operational infrastructure |
|
| This report was approved by the board on 23 September 2026 and signed on its behalf. |
|
|
| C J Clibbery |
| Director |
|
|
| 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
|
| Other information |
| The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and , except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| 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 there is material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this or other information, we are required to report that fact. |
| We have nothing to report in this regard. |
|
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of our audit: |
| ● |
the information given in the 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 strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
|
| Extent to which the audit was considered capable of detecting irregularities, including fraud |
| The extent to which our procedures are capable of detecting Irregularities, including fraud, is detailed below. |
| We identified and assessed the risks of material misstatement of the financial statements, in respect of irregularities whether due to fraud or error, or non compliance with laws and regulations and then designed and performed audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company by discussion and enquiry with the directors and management team and our general knowledge and experience of the vehicle movement industry. |
| We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, employment, and health and safety legislation; |
| We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing correspondence with relevant regulators and reviewing board minutes. |
| Audit responses to risks identified |
| We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed included but were not limited to: |
| - |
Discussions with directors and management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
| - |
Confirming our understanding of controls by performing a walk through test or observation and enquiry; |
| - |
Performing analytical procedures to identify any unusual or unexpected relationships; |
| - |
Challenging assumptions and judgements made by management in accounting for collections in progress at the year end, including estimation of success rate; |
| - |
Identifying and testing journal entries; |
| - |
Reviewing unusual or unexpected transactions; and |
| - |
Agreeing the financial statement disclosures to underlying supporting documentation. |
| Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities is available on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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. |
|
|
| Frances Clapham |
| (Senior Statutory Auditor) |
No4 Castle Court 2 |
| for and on behalf of |
Castlegate Way |
| CK Audit |
Dudley |
| Accountants and Statutory Auditors |
West Midlands |
| 23 September 2026 |
DY1 4RH |
|
| Vehicle Movement Exchange UK Ltd |
| Statement of Cash Flows |
| for the year ended 31 December 2025 |
|
|
|
|
|
|
|
|
| Notes |
|
2025 |
|
2024 |
| £ |
£ |
| Operating activities |
| Profit for the financial year |
650,684 |
|
515,021 |
|
| Adjustments for: |
| Interest payable |
12,062 |
|
67,669 |
| Tax on profit on ordinary activities |
133,410 |
|
77,113 |
| Depreciation |
15,388 |
|
15,250 |
| Decrease/(increase) in debtors |
142,371 |
|
(443,295) |
| Increase/(decrease) in creditors |
218,999 |
|
(404,796) |
|
|
|
1,172,914 |
|
(173,038) |
|
| Interest paid |
|
|
(12,062) |
|
(67,669) |
| Corporation tax received |
- |
|
92,375 |
|
| Cash generated by/(used in) operating activities |
1,160,852 |
|
(148,332) |
|
|
|
|
|
|
| Investing activities |
| Payments to acquire tangible fixed assets |
(17,977) |
|
(12,572) |
|
| Cash used in investing activities |
(17,977) |
|
(12,572) |
|
|
|
|
|
|
| Financing activities |
| Repayment of loans |
(66,800) |
|
(73,027) |
|
| Cash used in financing activities |
(66,800) |
|
(73,027) |
|
|
|
|
|
|
| Net cash generated/(used) |
| Cash generated by/(used in) operating activities |
1,160,852 |
|
(148,332) |
| Cash used in investing activities |
(17,977) |
|
(12,572) |
| Cash used in financing activities |
(66,800) |
|
(73,027) |
|
| Net cash generated/(used) |
1,076,075 |
|
(233,931) |
|
| Cash and cash equivalents at 1 January |
134,970 |
|
368,901 |
| Cash and cash equivalents at 31 December |
1,211,045 |
|
134,970 |
|
|
|
|
|
|
| Cash and cash equivalents comprise: |
| Cash at bank |
1,211,045 |
|
134,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The notes form part of these financial statements |
|
|
|
Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are recognised at transaction price including any transaction costs. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are recognised at transaction price net of any transaction costs. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only 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 and that are expected to apply to the reversal of the timing difference. Current and deferred tax assets and liabilities are not discounted. |
|
|
Leased assets |
|
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
|
|
| 2 |
Analysis of turnover |
2025 |
|
2024 |
| £ |
£ |
|
|
Services rendered |
19,889,392 |
|
18,467,543 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
19,889,392 |
|
18,467,543 |
|
|
|
|
|
|
|
|
|
|
|
The turnover and profit for the year has been derived from its principal activities. |
|
|
| 3 |
Operating profit |
2025 |
|
2024 |
| £ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
15,388 |
|
15,250 |
|
Operating lease rentals - land and buildings |
272,095 |
|
284,387 |
|
Research and development expenditure |
339,877 |
|
347,845 |
|
Auditors' remuneration for audit services |
11,278 |
|
13,000 |
|
|
|
|
|
|
|
|
|
| 4 |
Directors' emoluments |
2025 |
|
2024 |
| £ |
£ |
|
Remuneration for qualifying services |
144,286 |
|
129,938 |
|
|
|
|
|
|
|
|
|
|
|
| 5 |
Staff costs |
2025 |
|
2024 |
| £ |
£ |
|
|
Wages and salaries |
3,059,839 |
|
2,733,294 |
|
Social security costs |
383,205 |
|
179,327 |
|
Other pension costs |
59,933 |
|
30,921 |
|
|
|
|
|
|
3,502,977 |
|
2,943,542 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
79 |
|
70 |
|
|
|
|
|
|
|
|
|
|
| 6 |
Interest payable |
2025 |
|
2024 |
| £ |
£ |
|
|
Bank loans and overdrafts |
12,062 |
|
67,669 |
|
|
|
|
|
|
|
|
|
|
| 7 |
Taxation |
2025 |
|
2024 |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
Adjustments in respect of previous periods |
- |
|
(397) |
|
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
133,410 |
|
77,510 |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
133,410 |
|
77,113 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2025 |
|
2024 |
| £ |
£ |
|
Profit on ordinary activities before tax |
784,094 |
|
592,134 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25.00% |
|
25.00% |
|
| £ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
196,024 |
|
148,034 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
2,883 |
|
1,354 |
|
Enhanced research and development |
(69,966) |
|
(71,878) |
|
Capital allowances for period in excess of depreciation |
(647) |
|
670 |
|
Utilisation of tax losses |
(128,294) |
|
(78,180) |
|
Adjustments to tax charge in respect of previous periods |
- |
|
(397) |
|
|
Current tax charge for period |
- |
|
(397) |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
The provision for deferred tax is calculated based on tax rates enacted or substantially enacted at the balance sheet date. The rate of corporation tax at 1 April 2025 is 25%. It is expected that the deferred tax will unwind at the rate of 25%. |
|
|
| 8 |
Tangible fixed assets |
|
|
|
|
|
|
|
|
Computer Equipment |
| £ |
£ |
|
Cost |
|
At 1 January 2025 |
55,366 |
|
Additions |
17,977 |
|
Disposals |
(4,484) |
|
At 31 December 2025 |
68,859 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 January 2025 |
37,532 |
|
Charge for the year |
15,388 |
|
On disposals |
(4,484) |
|
At 31 December 2025 |
48,436 |
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2025 |
20,423 |
|
At 31 December 2024 |
17,834 |
|
|
|
|
|
|
|
|
|
|
|
|
| 9 |
Debtors |
2025 |
|
2024 |
| £ |
£ |
|
|
Trade debtors |
2,717,852 |
|
2,922,466 |
|
Deferred tax asset |
see note |
13 |
380,875 |
|
220,115 |
|
Prepayments and accrued income |
223,301 |
|
161,058 |
|
|
|
|
|
|
3,322,028 |
|
3,303,639 |
|
|
|
|
|
|
|
|
|
|
| 10 |
Debtors: amounts falling due after one year |
2025 |
|
2024 |
| £ |
£ |
|
Deferred tax asset |
see note |
13 |
- |
|
294,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11 |
Creditors: amounts falling due within one year |
2025 |
|
2024 |
| £ |
£ |
|
|
Bank loans |
4,167 |
|
66,800 |
|
Trade creditors |
453,889 |
|
179,488 |
|
Corporation tax |
18,775 |
|
18,775 |
|
Other taxes and social security costs |
404,341 |
|
382,373 |
|
Accruals and deferred income |
425,906 |
|
503,276 |
|
|
|
|
|
|
1,307,078 |
|
1,150,712 |
|
|
| 12 |
Creditors: amounts falling due after one year |
2025 |
|
2024 |
| £ |
£ |
|
|
Bank loans |
- |
|
4,167 |
|
|
|
|
|
|
|
|
|
|
Of the bank loans £0 ( 2024 £56,800) is secured by a fixed and floating charge over the company's assets. |
|
| 13 |
Deferred taxation |
2025 |
|
2024 |
| £ |
£ |
|
|
Accelerated capital allowances |
(2,340) |
|
4,458 |
|
Tax losses carried forward |
(378,535) |
|
(518,743) |
|
|
|
|
|
|
(380,875) |
|
(514,285) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
| £ |
£ |
|
|
At 1 January |
(514,285) |
|
(591,795) |
|
Charged to the profit and loss account |
133,410 |
|
77,510 |
|
|
At 31 December |
(380,875) |
|
(514,285) |
|
|
|
|
|
|
|
|
|
|
Amount and explanation of expected reversal of deferred tax : |
|
Current debtors ( due within 1 year) |
|
|
Note |
9 |
380,875 |
|
220,115 |
|
Longer term debtors |
|
|
Note |
10 |
- |
|
294,170 |
|
|
|
|
|
|
380,875 |
|
514,285 |
|
|
|
|
|
|
|
|
|
| 14 |
Share based payments |
|
|
On 20 March 2018 the company introduced an EMI Option agreement with a maximum pool of 2,500,000 ordinary £0.001p shares. On 9 June 2023 the Board passed a resolution to increase the pool to 6,200,000 options. The options are to be exercised over a period of not less than 4 years (with a 1 year cliff) from the commencement of the option holders date of employment. Options to be exercised no earlier than 1 year and no later than 10 years from the agreement date. Cumulative options exercised to date are 1,357,927 shares and exercisable share options are 1,361,164 shares resulting in a headroom of 3,480,909 shares. |
|
|
|
|
No of Share options |
|
|
|
|
|
|
2025 |
|
2024 |
|
|
Outstanding at 1 January ( Restated) |
3,480,909 |
|
4,388,126 |
|
Granted in year |
- |
|
(907,217) |
|
Exercised or lapsed |
- |
|
- |
|
Outstanding 31 December ( Restated) |
3,480,909 |
|
3,480,909 |
|
|
|
|
|
|
|
|
|
|
Details of share options are restated for 2024. |
|
The weighted average exercise price of the exercisable balance is £0.06028 |
|
| 15 |
Share capital |
| Nominal |
|
|
|
2025 |
|
2024 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid |
|
Ordinary shares |
£0.001 each |
|
31,274,734 |
|
31,274 |
|
31,274 |
|
|
|
|
|
|
|
|
|
|
|
| 16 |
Share premium |
2025 |
|
2024 |
| £ |
£ |
|
|
At 1 January |
5,866,428 |
|
5,866,428 |
|
|
At 31 December |
5,866,428 |
|
5,866,428 |
|
|
|
|
|
|
|
|
|
|
| 17 |
Profit and loss account |
2025 |
|
2024 |
| £ |
£ |
|
|
At 1 January |
(3,301,968) |
|
(3,816,989) |
|
Profit for the financial year |
650,684 |
|
515,021 |
|
|
At 31 December |
(2,651,284) |
|
(3,301,968) |
|
|
|
|
|
|
|
|
|
|
| 18 |
Defined contribution pension plans |
|
|
The company offers a defined contribution scheme for the benefit of certain employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £59,933 (2024 £30,921) |
|
| 19 |
Other financial commitments |
|
|
Total future minimum lease payments under non-cancellable operating leases: |
|
|
|
Land and buildings |
|
Land and buildings |
Other |
Other |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| £ |
£ |
£ |
£ |
|
Falling due: |
|
within one year |
50,756 |
|
253,782 |
|
- |
|
- |
|
within two to five years |
- |
|
42,297 |
|
- |
|
- |
|
|
50,756 |
|
296,079 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
| 20 |
Analysis of changes in net debt |
|
|
At 1 January |
Cash flows |
Other non cash changes |
|
At 31 December |
|
|
2025 |
|
|
|
|
|
2025 |
| £ |
£ |
£ |
£ |
|
Cash and cash equivalents |
|
Cash |
134,970 |
|
1,076,075 |
|
|
|
1,211,045 |
|
Borrowings |
|
Debt due within one year |
(66,800) |
|
62,633 |
|
|
|
(4,167) |
|
Debt due after one year |
(4,167) |
|
4,167 |
|
|
|
- |
|
|
(70,967) |
|
66,800 |
|
- |
|
(4,167) |
|
|
Total |
64,003 |
|
1,142,875 |
|
- |
|
1,206,878 |
|
|
|
|
|
|
|
|
|
|
| 21 |
Related party transactions |
|
|
Vehicle Movement Exchange UK during the year traded on normal commercial terms with related companies as follows:- |
|
C J Clibbery who is a director of the company is also the principal shareholder and director of CJC Automotive Business Solutions Ltd |
|
Turnover |
|
Year end creditor |
|
|
|
|
2025 |
|
144,289 |
|
22,458 |
|
|
|
|
2024 |
|
129,938 |
|
20,213 |
|
C J Clibbery who is a director of the company is also a shareholder and director of T4 Communications (UK) Ltd |
|
|
|
|
2025 |
|
120 |
|
96 |
|
|
|
|
2024 |
|
208 |
|
96 |
|
| 22 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
| 23 |
Legal form of entity and country of incorporation |
|
|
Vehicle Movement Exchange UK Ltd is a private company limited by shares and incorporated in England. |
|
|
| 24 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
10th Floor City Centre House |
|
7 Hill Street |
|
Birmingham |
|
B5 4UA |