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Registered number: 10549020



















FOD MOBILITY GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025













img213b.png

 
FOD MOBILITY GROUP LIMITED
 

COMPANY INFORMATION


Directors
Mr M T Heald 
Mr M J Widdall 
Mr R Francis (appointed 26 September 2025)
Ms R C Marshall (appointed 26 September 2025)
Mr G M Taylor (appointed 1 January 2026)




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 Profit and Loss Account
 
9
Consolidated Balance Sheet
 
10 - 11
Company Balance Sheet
 
12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15
Notes to the Financial Statements
 
16 - 33


 
FOD MOBILITY GROUP LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report and the financial statements of the Group for the year ended 31 December 2025.

Principal activity and business review
 
With headquarters based in Saltaire, West Yorkshire, FOD Mobility Group Limited is a highly regarded vehicle rental management Group powered by its award winning technology.

The Group had a strong operating performance throughout the 2025 financial year with a gross profit of £3.9m (2024: £4.6m).

Turnover decreased to £11.9m (2024: £16.3m). This decrease was due to the strategic decision to restructure the Group and cease trade of the Mobilleo operation.  This restructure has resulted in an improved gross margin percentage in the financial year to 32.4% (2024: 28.2%).

The directors are pleased with the ongoing performance of the Group. 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

In the opinion of the directors the key performance indicators of the Group are as follows:

2025
2024
        £
        £
Turnover

11,887,141

16,282,303
 
Gross profit

3,855,949

4,588,981
 
Adjusted EBITDA

1,283,952

1,133,815
 

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 2025

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 Group 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 Group operates in a highly competitive environment with the risk of lost sales to competitors. The Group manages risk by ensuring highly trained staff provide the highest level of service available within our sector.

To mitigate strong competition in the market, the Group continues to improve our range of products and services through continual innovation and development of platforms.

Supply

The Group relies on third party supply partners. The Group manages risk through ensuring the maintenance of a large-scale competitive supply chain. The Group builds strong strategic relationships ensuring commitments made are delivered upon, including prompt payments of invoices.

Currency risk

The Group 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 Group has access to bank facilities (overdraft etc), assisting to mitigate this risk. Group cash balances and cashflows are regularly reviewed to ensure liquidity risk is minimised.

Political

The Group is subject to mainly local economic and political situations. The Group 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 G M Taylor
Director

Date: 22 September 2026

Page 2

 
FOD MOBILITY GROUP LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

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;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 2006. They 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 £2,129,941 (2024 - £2,730,256).

The directors do not recommend the payment of a dividend (2024: £Nil).

Directors

The directors who served during the year were:

Mr J A Howick (resigned 31 October 2025)
Mr M T Heald 
Mr J P Whitston (resigned 31 March 2026)
Mr M J Widdall 
Mr A I Cope (resigned 28 February 2025)
Mr R Francis (appointed 26 September 2025)
Ms R C Marshall (appointed 26 September 2025)

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.

Page 3

 
FOD MOBILITY GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

Under section 487(2) of the Companies Act 2006, Armstrong 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 G M Taylor
Director

Date: 22 September 2026

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 2025, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The 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 2025 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.


Page 5

 
FOD MOBILITY GROUP LIMITED
 

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


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 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 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.


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 Group and parent 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.

∙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 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 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.





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

22 September 2026
Page 8

 
FOD MOBILITY GROUP LIMITED
 

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2025
2025
2025
2024
2024
2024
Note
£
£
£
£
£
£

  

Turnover
 5 
11,887,141
-
11,887,141
14,505,808
1,776,495
16,282,303

Cost of sales
  
(8,031,192)
-
(8,031,192)
(9,322,522)
(2,370,800)
(11,693,322)

Gross profit
  
3,855,949
-
3,855,949
5,183,286
(594,305)
4,588,981

Administrative expenses
  
(5,018,959)
-
(5,018,959)
(5,743,901)
(173,321)
(5,917,222)

Exceptional administrative expenses
  
-
-
-
-
(527,252)
(527,252)

Operating loss
 6 
(1,163,010)
-
(1,163,010)
(560,615)
(1,294,878)
(1,855,493)

Interest payable
and similar expenses
 10 
(1,149,951)
-
(1,149,951)
(1,143,358)
-
(1,143,358)

Loss before tax
  
(2,312,961)
-
(2,312,961)
(1,703,973)
(1,294,878)
(2,998,851)

Tax on loss
 11 
183,020
-
183,020
268,595
-
268,595

Loss for the financial year
  
(2,129,941)
-
(2,129,941)
(1,435,378)
(1,294,878)
(2,730,256)

Loss for the year attributable to:
  

Owners of the parent
  
(2,129,941)
-
(2,129,941)
(1,435,378)
(1,294,878)
(2,730,256)

  
(2,129,941)
-
(2,129,941)
(1,435,378)
(1,294,878)
(2,730,256)

The notes on pages 16 to 33 form part of these financial statements.

Page 9

 
FOD MOBILITY GROUP LIMITED
REGISTERED NUMBER: 10549020

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Development expenditure
 13 
7,345,521
7,872,346

Positive goodwill
 13 
4,389,057
5,613,909

Negative goodwill
 13 
(32,467)
(46,136)

Tangible assets
 14 
26,868
60,950

  
11,728,979
13,501,069

Current assets
  

Debtors: amounts falling due within one year
 16 
2,811,151
2,492,967

Current asset investments
 17 
1,206
1,206

Cash at bank and in hand
 18 
201,424
61,839

  
3,013,781
2,556,012

Creditors: amounts falling due within one year
 19 
(3,955,544)
(4,087,618)

Net current liabilities
  
 
 
(941,763)
 
 
(1,531,606)

Total assets less current liabilities
  
10,787,216
11,969,463

Creditors: amounts falling due after more than one year
 20 
(14,978,859)
(13,849,950)

Provisions for liabilities
  

Deferred taxation
 21 
(1,423,645)
(1,606,665)

  
 
 
(1,423,645)
 
 
(1,606,665)

Net liabilities
  
(5,615,288)
(3,487,152)


Capital and reserves
  

Called up share capital 
 22 
141
141

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

Foreign exchange reserve
 23 
1,805
-

Profit and loss account
 23 
(10,428,096)
(8,298,155)

  
(5,615,288)
(3,487,152)


Page 10

 
FOD MOBILITY GROUP LIMITED
REGISTERED NUMBER: 10549020

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

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




Mr G M Taylor
Director

Date: 22 September 2026

The notes on pages 16 to 33 form part of these financial statements.

Page 11

 
FOD MOBILITY GROUP LIMITED
REGISTERED NUMBER: 10549020

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 15 
15,564,018
15,564,018

  
15,564,018
15,564,018

Current assets
  

Debtors: amounts falling due within one year
 16 
1,555,739
9,131,590

  
1,555,739
9,131,590

Creditors: amounts falling due within one year
 19 
(960,994)
(8,468,115)

Net current assets
  
 
 
594,745
 
 
663,475

Total assets less current liabilities
  
16,158,763
16,227,493

  

Creditors: amounts falling due after more than one year
 20 
(14,978,859)
(13,849,950)

  

Net assets
  
1,179,904
2,377,543


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 
(3,631,099)
(2,433,460)

  
1,179,904
2,377,543


The loss for the financial year of the parent company was £1,197,638 (2024: £1,442,942).

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



Mr G M Taylor
Director

Date: 22 September 2026

The notes on pages 16 to 33 form part of these financial statements.

Page 12

 
FOD MOBILITY GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2024
141
4,810,862
-
(5,567,899)
(756,896)



Loss for the year
-
-
-
(2,730,256)
(2,730,256)



At 1 January 2025
141
4,810,862
-
(8,298,155)
(3,487,152)



Loss for the year
-
-
-
(2,129,941)
(2,129,941)

Foreign exchange movement
-
-
1,805
-
1,805


At 31 December 2025
141
4,810,862
1,805
(10,428,096)
(5,615,288)


The notes on pages 16 to 33 form part of these financial statements.

Page 13

 
FOD MOBILITY GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
141
4,810,862
(990,518)
3,820,485



Loss for the year
-
-
(1,442,942)
(1,442,942)



At 1 January 2025
141
4,810,862
(2,433,460)
2,377,543



Loss for the year
-
-
(1,197,639)
(1,197,639)


At 31 December 2025
141
4,810,862
(3,631,099)
1,179,904


The notes on pages 16 to 33 form part of these financial statements.

Page 14

 
FOD MOBILITY GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(2,129,941)
(2,730,256)

Adjustments for:

Amortisation of intangible assets
2,405,782
2,317,414

Depreciation of tangible assets
41,181
70,583

Loss on disposal of tangible assets
(576)
(74)

Interest paid
1,149,951
1,143,358

Taxation charge
(183,020)
(268,595)

(Increase) in debtors
(316,029)
(1,070,580)

Increase in creditors
1,139,306
1,486,993

Corporation tax (paid)
(335,918)
(460,475)

Movement in foreign exchange reserves
1,805
-

Net cash generated from operating activities

1,772,541
488,368


Cash flows from investing activities

Purchase of intangible fixed assets
(667,774)
(1,587,659)

Purchase of tangible fixed assets
(6,523)
-

Net cash from investing activities

(674,297)
(1,587,659)

Cash flows from financing activities

New secured loans
-
2,000,000

Interest paid
(1,149,951)
(1,143,358)

Net cash used in financing activities
(1,149,951)
856,642

Net (decrease) in cash and cash equivalents
(51,707)
(242,649)

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

Cash and cash equivalents at the end of year
(688,818)
(637,111)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
201,424
61,839

Bank overdrafts
(890,242)
(698,950)

(688,818)
(637,111)


Page 15

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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) 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.

 
3.3

Going concern

After consideration of all factors, the directors continue to adopt the going concern basis in preparing the financial statements. The directors are satisfied the Group has the continued support of its lenders.

In reaching their conclusion, the directors have considered cash flow forecasts covering a period of 12 months from the date of approval of the financial statements.

Page 16

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Accounting policies (continued)

 
3.4

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.

 
3.5

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.

  
3.6

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 17

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Accounting policies (continued)

 
3.7

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.

 
3.8

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and 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.

Development costs are capitalised when they are expected to generate probable future economic benefits and the associated expenditure can be measured reliably. Capitalised development costs are stated at cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over the estimated useful economic life of the asset from the date it is available for use.

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
Positive 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.

 
3.9

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.

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 18

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Accounting policies (continued)

 
3.10

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

  
3.11

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 are 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.

  
3.12

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.

 
3.13

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 19

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Accounting policies (continued)


3.13
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.

  
3.14

Defined contribution plans

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds. 

Page 20

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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 Group 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 amortisation of intangible fixed assets is set out in note 13 to the financial statements.

Recoverability of trade and other debtors

The Group 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 16.

Page 21

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Turnover

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


2025
2024
£
£

Rendering of services
11,887,141
16,282,303

11,887,141
16,282,303


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
11,417,486
16,282,303

Europe
469,655
-

11,887,141
16,282,303



6.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Amortisation of intangible assets
2,405,782
2,317,414

Depreciation of tangible fixed assets
41,181
70,583

Profit on disposal of tangible assets
27
74

Impairment of trade debtors
35,500
60,142

Research and development expenditure written off
(667,775)
(1,587,359)

Foreign exchange differences
-
1,686


7.


Auditors' remuneration

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


2025
2024
£
£

Fees payable to the Company's auditor
30,000
28,000

Fees payable for other services:

Accounts preparation
4,200
3,950

Taxation compliance
8,500
7,900

Page 22

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Employees

Staff costs were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
2,346,819
2,956,814

Social security costs
267,080
334,231

Cost of defined contribution scheme
124,308
148,258

2,738,207
3,439,303


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


        2025
    Restated 2024
            No.
            No.







Administrative staff
15
15



Management staff
5
4



Finance staff
4
5



IT & development staff
18
37

42
61

During the year, management re-evaluated the classification of certain employees to better reflect their roles. Accordingly, the prior year comparative information has been restated for consistency.

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
641,845
770,515

Group contributions to defined contribution pension schemes
46,391
46,789

688,236
817,304


During the year retirement benefits were accruing to 4 directors (2024 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £209,869 (2024 - £209,701).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £3,352).







Page 23

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
1,149,951
1,143,358

1,149,951
1,143,358


11.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(266,413)
(268,549)

Adjustments in respect of prior periods
83,393
-

Losses and other deductions
-
(46)

Total deferred tax
(183,020)
(268,595)


Tax on loss
(183,020)
(268,595)
Page 24

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of25% (2024 -25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(2,312,961)
(2,998,851)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(578,240)
(749,713)

Effects of:


Effect of expenses not deductible for tax purposes
44,437
90,514

Capital allowances for year in excess of depreciation
3,987
965

Adjustments to tax charge in respect of prior periods - deferred tax
83,393
-

Non tax deductible amortisation
261,446
321,311

Group relief claimed
-
(202,097)

Adjustments to brought forward values
-
(15,000)

Movement in deferred tax not recognised
25,321
285,425

Tax on overseas companies
(23,364)
-

Total tax charge for the year
(183,020)
(268,595)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Exceptional items

2025
2024
£
£


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 prior year.

Page 25

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Intangible assets

Group





Development costs
Positive goodwill
Negative goodwill
Total

£
£
£
£



Cost


At 1 January 2025
11,581,557
12,248,525
(136,694)
23,693,388


Additions
667,774
-
-
667,774



At 31 December 2025

12,249,331
12,248,525
(136,694)
24,361,162



Amortisation


At 1 January 2025
3,709,211
6,634,616
(90,558)
10,253,269


Charge for the year on owned assets
1,194,599
1,224,852
(13,669)
2,405,782



At 31 December 2025

4,903,810
7,859,468
(104,227)
12,659,051



Net book value



At 31 December 2025
7,345,521
4,389,057
(32,467)
11,702,111



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

The Company has no intangible assets.



Page 26

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Tangible fixed assets

Group






Fixtures and fittings
Equipment
Total

£
£
£



Cost 


At 1 January 2025
119,765
263,139
382,904


Additions
4,459
2,064
6,523


Disposals
-
(51,665)
(51,665)



At 31 December 2025

124,224
213,538
337,762



Depreciation


At 1 January 2025
72,695
249,259
321,954


Charge for the year on owned assets
29,726
11,455
41,181


Disposals
-
(52,241)
(52,241)



At 31 December 2025

102,421
208,473
310,894



Net book value



At 31 December 2025
21,803
5,065
26,868



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

The Company has no tangible assets.


15.


Fixed asset investments

Company





Shares in group undertakings

£



Cost 


At 1 January 2025
15,564,018



At 31 December 2025
15,564,018




Page 27

 
FOD MOBILITY GROUP LIMITED
 

 
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

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%
FOD Mobility EU Limited
20 Harcourt Street, 
Dublin 2, 
Ireland
Ordinary
100%
FOD Mobility Ireland Limited (dissolved 01/09/2025)
20 Harcourt Street, 
Dublin 2, 
Ireland
Ordinary
100%
FOD Mobility (France) SAS
102 Avenue Des Champselysees, 75008, 
Paris
Ordinary
100%
FOD Mobility Deutschland GmbH
Breite Straße 22, 
40213 Düsseldorf, 
Germany
Ordinary
100%

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 2025:

FOD Mobility Technologies Limited (Company Registration Number - 07601908)
FOD Mobility Group Services Limited (Company Registration Number - 06525932)

Page 28

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
2,322,641
2,009,440
-
-

Amounts owed by group undertakings
-
-
1,529,409
9,126,460

Prepayments and accrued income
367,730
447,710
17,000
-

Corporation tax repayable
2,156
-
-
-

Directors loan account
4,516
4,516
-
-

Other debtors
114,108
31,301
9,330
5,130

2,811,151
2,492,967
1,555,739
9,131,590



17.


Current asset investments

Group
Group
2025
2024
£
£

Other investments
1,206
1,206

1,206
1,206



18.


Cash and cash equivalents

Group
Group
2025
2024
£
£

Cash at bank and in hand
201,424
61,839

Less: bank overdrafts
(890,242)
(698,950)

(688,818)
(637,111)


Page 29

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank overdrafts
890,242
698,950
80,827
42,784

Trade creditors
1,469,279
1,458,489
-
(4,200)

Amounts owed to group undertakings
-
-
880,167
8,095,769

Accruals and deferred income
1,189,229
1,180,581
-
-

Tax payable
-
333,762
-
333,762

Social security and other taxes
364,862
356,376
-
-

Other creditors
41,932
59,460
-
-

3,955,544
4,087,618
960,994
8,468,115


Amounts due to group undertakings are interest free and repayable on demand.


The following liabilities were secured:
Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank overdrafts
890,242
698,950
80,827
42,784

890,242
698,950
80,827
42,784

There is a Unlimited Multilateral Guarantee dated 27 July 2021 given by FOD Mobility Group Limited, FOD Mobility Group Services Limited, FOD Mobility Technologies Limited and FOD Mobility UK Limited.


20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Loan notes
10,000,000
10,000,000
10,000,000
10,000,000

Accruals and deferred income
4,978,859
3,849,950
4,978,859
3,849,950

14,978,859
13,849,950
14,978,859
13,849,950



Page 30

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Deferred taxation


Group



2025


£






At beginning of year
(1,606,665)


Charged to profit or loss
183,020



At end of year
(1,423,645)

There was no deferred taxation provision or asset in the Company at the reporting date.




The provision for deferred taxation is made up as follows:

Group

Group
2025
2024
£
£

Accelerated capital allowances
1,447,620
1,624,427

 Short term timing differences
(23,975)
(17,762)

1,423,645
1,606,665


22.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



29,418 (2024 - 29,418) Ordinary A shares of £0.001 each
29
29
90,707 (2024 - 90,707) Ordinary B shares of £0.001 each
91
91
2,452 (2024 - 2,452) Ordinary C shares of £0.001 each
2
2
2,881 (2024 - 2,724) Ordinary E1 shares of £0.001 each
3
3
5,763 (2024 - 2,881) Ordinary E2 shares of £0.001 each
6
6
3,713 (2024 - 5,763) Ordinary F shares of £0.001 each
4
4
3,095 (2024 - 3,713) Ordinary G1 shares of £0.001 each
3
3
2,724 (2024 - 2,724) Ordinary K shares of £0.001 each
3
3

141

141


Page 31

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.


Reserves

Share premium account

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

Foreign exchange reserve

This reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations into the Group's presentation currency.

Profit and loss account

This reserve records retained earnings and accumulated losses.

24.


Analysis of net debt




At 1 January 2025
Cash flows
At 31 December 2025
£

£

£

Cash at bank and in hand

62,946

138,478

201,424

Bank overdrafts

(698,590)

(191,652)

(890,242)

Loan notes

(10,000,000)

-

(10,000,000)


(10,635,644)
(53,174)
(10,688,818)


25.


Pension commitments

The Group operates a defined contribution scheme for its employees. The amount recognised as an expense during the period was £124,308 (2024 - £148,258). Outstanding pension contributions at the year end totalled £12,611 (2024 - £21,256).


26.


Commitments under operating leases

At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
103,774
109,247

Later than 1 year and not later than 5 years
415,096
311,322

Later than 5 years
129,718
337,266

648,588
757,835

27.


Directors' advances, creditors and guarantees

During the year the directors received advances of £Nil (2024: £1,851) and repaid £Nil (2024: £Nil).
Page 32

 
FOD MOBILITY GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

28.


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 the Group.

No further transactions with related parties took place as are required to be disclosed under FRS 102.


29.


Controlling party

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


Page 33