The directors present the strategic report for the year ended 31 December 2025.
This Strategic report has been prepared to provide additional information to assess the company's strategies and the potential for those strategies to succeed.
The Strategic report contains certain forward looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to their inherent uncertainties, including both economic and business risk factors, underlying such forward looking information.
The directors, in preparing this Strategic report, have complied with s414C of the Companies Act 2006
The results of the company show revenue of £22,978k (2024: £24,875k) and an operating result for the year of £3,437k profit (2024: £3,797k).
The business continues to supply innovative transport ticketing and information systems around the world. Working closely with colleagues across the Arrive Group during the year has led to continued benefits from the exchange of best practice, concepts, innovation and expertise, particularly in payments, analytics and other group technologies.
The Arrive Group of companies all share a common determination to remain leaders in their specialised and respective markets, with a particular focus on continued innovation, maintaining customer loyalty and following a structured growth path. This determination aligns with our business strategy and our focus on working with our customers around the world as they tackle climate change through reducing congestion and pollution, particularly in helping people to park their vehicles and use public transport. The Arrive Group’s mission is ‘Making Cities more liveable'.
Revenue for 2025 has decreased by 8% over 2024.
Key achievements in 2025 include:
• The continued development and deployment of our Account Based Ticketing (ABT) and Open Payments (OP) solutions for global markets;
• Progress on behalf of our sister company Flowbird Australia Pty Limited on the Perth SmartRider Upgrade project. This significant project includes the complete refresh of hardware equipment with our new state of the art products, and the application of our new back-office ticketing system Cloudfare;
• In 2025, we continued to secure new orders from our key customers in the UK, Australia, Europe and the USA;
• Continued progress on the Translink project to provide a new cross Northern Ireland integrated transport system incorporating our latest state of the art equipment and our new Cloudfare back-office solution;
• We continue to prioritise R&D development. In 2025, we spent £118k on R&D (2024: £226k). This UK investment includes continued development of our Cloudfare ABT and investment in hardware and system solutions specifically targeted for the UK bus market; and
• Working closely with other Arrive group companies around the world, we have also had a number of high profile successes.
The principal risks which face our business include the rapid rate of technology change and the increasing complexity of systems covering financial technology and electronic payments, big data and analytics, and the rate of change in mobile and the Internet of Things. We are well placed to serve the market within this landscape, however, we recognise the need to continuously improve, adapt and innovate. Flowbird Transport Limited has a wealth of experience and dedicated staff prepared to meet and address the new challenges the business faces and to provide leadership within our market segment.
The directors recognise the importance of investing in research and development programmes which bring innovative improvements to the company both in the solutions provided for the consumer and in internal process efficiency. Expenditure in 2025 on research and development amounted to £118k (2024: £226k). Of this expenditure, £5k (2024: £49k) was written to the Profit and Loss Account as incurred and £113k (2024: £175k) was capitalised as Development Costs within Intangible Fixed Assets.
The company's key financial performance indicators for the year are revenue of £22,978k (2024: £24,875k), gross profit of £7,387k at 32% of Revenue (2024: £8,564k at 34% of Revenue) and earnings before interest, tax, depreciation and amortisation (EBITDA) for the year of £5,197k profit (2024: £5,945k).
Flowbird Transport Limited is part of the Arrive Group (See Review of Business above and note 21). Regular communication with shareholders was via the executive committee of Flowbird SAS and now via the executive committee at Arrive AS.
The Board maintains a long-term perspective when approving strategic priorities, capital allocations, and major operational plans. The Directors evaluate both short-term operational demands and the potential long-term impacts of key decisions to ensure sustainable growth and financial stability.
The Directors recognise their obligation to treat all shareholders and members of the Company fairly, balancing different investor perspectives and interests.
Social responsibility
The business looks to support its local community through various means including:
raising money for local and national charities including through employee social activities;
the creation of apprentice positions to provide opportunities for young people and to promote creativity and new ideas within the business;
attendance at careers fairs to educate young people on opportunities in our industry and the Arrive group; and
the introduction of a volunteering scheme to allow our people to spend paid time supporting the community, for example, in local schools.
Environment
The business complies with all environmental legislation and best practice and it also works hard to reduce its environmental impact.
Our commitment to environmental improvement is central to our mission statement. We promote the increased use of public transport by working with our customers to provide them with better tools and equipment to manage their networks. Our technology is designed to improve the public transport experience for the end customer, thus increasing the use of public transport across the globe and contributing to environmental improvement.
Customers
As highlighted in our new Arrive Group values, we strive to be curious, focused and together in our work. We work in partnership with our customers to understand their needs and the needs of their customers. Our customers include public and private transport operators who require efficient and reliable transport ticketing equipment and systems. We seek to engage regularly with our customers to align their needs with our market leading systems and equipment.
Suppliers
Our values also identify the importance we attach to working in partnership with our suppliers. This is crucial for the successful delivery of our projects to our customers including high quality and reliable software and hardware. Our teams liaise continuously with our key suppliers to improve design, quality, reliability and delivery schedules.
Charter of ethics
The business has rolled out an extensive Charter of Ethics with the aim of ensuring that it acts with integrity to ensure the trust of its customers, employees, business partners and the community in which it works. The Charter covers all our interaction with stakeholders and includes:
management and individual employee responsibilities;
whistleblowing mechanisms and the Arrive Group Ethics Hotline;
relations with employees including policies on diversity, communication, employee development, health & safety, use of company assets, confidential information, conflicts of interest, harassment and bullying, fair terms of employment and work and home life balance;
relations with customers including product quality and safety, brand management and research and development, advertising, sales and marketing practices including gifts and hospitality;
relations with shareholders;
relations with suppliers, subcontractors and agents including due diligence over supplier and partner selection;
relations with government including compliance with the international and local law in the territories in which we operate, whilst respecting local custom;
we encourage our staff to engage in charitable activities and volunteering and support, sponsor and contribute to the activities of organisations whose objectives are aligned to our own;
communications including social media;
environmental responsibility to address our environmental impact;
relations with competitors;
human rights including modern slavery and human trafficking;
data protection; and
anti bribery and corruption.
The charter of ethics is implemented and monitored through training, self certification and annual review.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In a rapidly changing transportation landscape, we are providing the market with efficient and effective public transport systems focused on data and business intelligence that are giving our customers unique insights into their business operations and at the same time helping them to meet their wider business needs. We have maintained our investment in new technologies and products and are well placed through our commitment to innovation, retaining customer loyalty and structured growth plans to provide ticketing solutions and fares management systems to transport operators around the world.
Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
United Kingdom 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The company makes little use of financial instruments other than an operational bank account and so its exposure to price risk, credit risk, liquidity risk and cash flow risk is not material for the assessment of the assets, liabilities, financial position and profit or loss of the company.
The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future.
The directors have prepared forecasts for the company for a period of at least 12 months from the date of approval of financial statements. Based on this review, having also assessed the performance of the company post year end, the directors consider the company to have sufficient resources to continue trading for a period of at least 12 months from the date of approval of the financial statements, being able to meet its liabilities as and when they fall due.
Furthermore, the company has received a letter of support from EasyPark AB which confirms that EasyPark AB intends to support the company if necessary through non-recall of existing outstanding balances and further cash injections should they be required for at least 12 months from the date of signing of the financial statements.
Because of the reasons set out above, the directors have adopted the going concern basis in preparing the financial statements and have concluded that there are no material uncertainties present in relation to going concern.
Directors' indemnities
Qualifying third-party indemnity provisions were in place for the benefit of the Company’s directors during the year and remain in force at the date of this report.
Disclosure in the strategic report
As per section 414(C)11 of the Companies Act 2006 the following details are discussed within the Strategic report:
research and developments; and
relationships with suppliers, customers and others.
We have audited the financial statements of Flowbird Transport Limited (the 'company') for the year ended 31 December 2025 which comprise the Income statement, Statement of financial position and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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.
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.
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of 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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 auditor's 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.
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
The notes on page 10-23 form part of these financial statements
The notes on pages 14 to 27 form part of these financial statements.
Flowbird Transport Limited is a private company, limited by shares, registered in England and Wales. The company's registered office is 10 Willis Way, Fleets Industrial Estate, Poole, Dorset, UK, BH15 3SS. The company's principal activities and nature of its operations are disclosed in the directors' report.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS.
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
comparative narrative information;
for financial instruments measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Arrive AS (company number 919999055), incorporated in Norway and domiciled at Innspurten 9, 0663 Oslo, Norway and Flowbird SAS. Copies of these accounts can be obtained from the company at 2 ter Rue du Chateau, 92200 Neuilly-sur-seine, France.
Goodwill arising on the transfer of trade and assets from Systech Solution Limited on 31 December 2008, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised. Provision is made for any impairment.
The company is departing from the Companies Act requirement to amortise goodwill over its useful life since FRS 101 requires goodwill not to be amortised in accordance with IFRS 3 Business Combinations. This is necessary to give a true and fair view. Instead, the company reviews it for impairment on an annual basis or whenever there are indicators of impairment.
Prior to the transition to FRS 101, under the Companies Act, goodwill was written off on a straight line basis over its useful economic life, which is 15 years.
The company has also taken advantage of the disclosure exemption as per IFRS 1 paragraph C4 from restating business combinations retrospectively since the business combination occurred before the transition to FRS 101.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from the company's development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated:
the technical feasibility of completing the intangible assets so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible assets; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in the profit and loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Tangible fixed assets are stated at cost less accumulated depreciation and any recognised impairment loss.
An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal 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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) 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.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash- generating unit) 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 (or cash-generating unit) 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.
Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.
The Company's financial liabilities include trade and other payables, which are measured at amortised cost using the effective interest rate method. For all current payables "amortised cost" is effectively cost.
Financial liabilities are recognised when the Company becomes a party to the contractual terms of the instrument. All interest-related charges, and if applicable, changes in an instrument's fair value are reported in the statement of comprehensive income line item "interest payable and similar charges" or "interest receivable and similar income", as appropriate.
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
The tax expense represents the sum of the tax currently payable and deferred tax.
The date of initial application of IFRS 16 for the company is 1 January 2019.
IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to lessee accounting by removing the distinction between operating and finance leases and requiring the recognition of a right-of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low value assets when such recognition exemptions are adopted.
In applying the Company's accounting policies, which are described in note 1, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
I) Long-term Contracts (note 1.19) - To calculate the revenue on Long-term contracts, estimates on the total spend per contract are made and approved by the Company's Directors.
The turnover and profit before taxation are attributable to the one principal activity of the company.
An analysis of turnover by geographical market is given below:
Turnover is the amount derived from ordinary activities and stated after trade discount.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The remuneration above relates to 1 director who is therefore the highest earning director.
The charge for the year can be reconciled to the profit per the income statement as follows:
Pillar Two legislation, reflecting the OECD’s Base Erosion Profit Shifting (“BEPS”) framework, seeks to enforce a minimum tax rate on large and multinational groups in each jurisdiction in which it operates. This legislation has been enacted or substantively enacted in the UK, and many other countries, and applies to entities which are part of groups with revenue exceeding €750 million over the tested period.
The Group is expecting to be within the remit of the rules for the accounting period beginning 1 January 2027.
Amounts owed by group undertakings include £27,026k which is unsecured, has no fixed date of repayment, bares no interest and is repayable on demand.
Amounts owed by group undertakings include £6,523k which are unsecured, has no fixed date of repayment, and is charged interest based on Euribor 1M first day of the month +0.75% and are repayable on demand.
Amounts due to group undertakings include £10,349k which is unsecured, has no fixed date of repayment, bares no interest and is repayable on demand.
Amounts due to group undertakings include £2,044k which is unsecured, are charged interest based on Australian Taxation Office Transfer Pricing Interest Rate of 5.61% and are repayable on demand.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Each share carries one vote and ranks equally with all other ordinary shares in respect of dividends and distributions. The shares are not redeemable and carry no special rights or restrictions. On a winding up, ordinary shareholders are entitled to participate in the assets of the company remaining after payment of all liabilities in proportion to their shareholdings.
The Company participates in a section of an authorised master scheme (defined contribution scheme), which is used as the Company's qualifying workplace pension scheme for automatic enrolment purposes. Each employee has a plan under the mastertrust section. The amount that the company contributes to an employee's plan varies according to the scheme rules of the mastertrust. The pension cost represents contributions payable by the company to the fund and amounted to £450k (2024: £452k). There was an outstanding amount payable to the fund at 31 December 2025 of £88k (2024: £98k).
The company's immediate parent company and controlling party is Wayfarer Group Limited, a company registered in England and Wales.
The ultimate parent undertaking is Arrive AS (company No 919999055), incorporated in Norway and domiciled at Innspurten 9, 0663 Oslo, Norway. Arrive AS is the largest group for which accounts are drawn up of which the company is a member.