Company registration number 01232487 (England and Wales)
FLOWBIRD TRANSPORT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
FLOWBIRD TRANSPORT LIMITED
COMPANY INFORMATION
Directors
C Clayton
(Appointed 1 September 2025)
W Castell
(Appointed 16 April 2026)
Secretary
P Adams
Company number
01232487
Registered office
10 Willis Way
Fleets Industrial Estate
Poole
Dorset
UK
BH15 3SS
Auditor
Azets Audit Services
6th Floor
Bank House
Cherry Street
Birmingham
B2 5AL
FLOWBIRD TRANSPORT LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Income statement
10
Statement of financial position
11 - 12
Statement of changes in equity
13
Notes to the financial statements
14 - 27
FLOWBIRD TRANSPORT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

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.

Principal risks and uncertainties

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.

Research and development

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.

FLOWBIRD TRANSPORT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

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).

Section 172(1) statement - duty to promote the success of the Company

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:

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.

 

FLOWBIRD TRANSPORT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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:

The charter of ethics is implemented and monitored through training, self certification and annual review.

On behalf of the board

W Castell
Director
30 September 2026
FLOWBIRD TRANSPORT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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

Principal activities

The principal activity of the company continues to be provision of automated revenue management, payment and information systems, including ticketing systems, software and associated equipment.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

C Clayton
(Appointed 1 September 2025)
W Castell
(Appointed 16 April 2026)
O Bellin
(Resigned 1 October 2025)
Mobility 1
(Resigned 1 October 2025)
D Thompson
(Resigned 1 April 2026)
M Sandstrom
(Appointed 1 September 2025 and resigned 16 April 2026)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company's continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Future developments

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.

Auditor

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.

FLOWBIRD TRANSPORT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Statement of directors' responsibilities

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:

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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Financial risk management

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.

FLOWBIRD TRANSPORT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Going concern

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:

On behalf of the board
W Castell
Director
30 September 2026
FLOWBIRD TRANSPORT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FLOWBIRD TRANSPORT LIMITED
- 7 -
Opinion

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).

In our opinion the financial statements:

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 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:

FLOWBIRD TRANSPORT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FLOWBIRD TRANSPORT LIMITED (CONTINUED)
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the statement of directors’ responsibilities, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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 financial statements.

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.

FLOWBIRD TRANSPORT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FLOWBIRD TRANSPORT LIMITED (CONTINUED)
- 9 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

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:

 

 

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.

Ben Sheldon ACA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
6th Floor
Bank House
Cherry Street
Birmingham
B2 5AL
30 September 2026
FLOWBIRD TRANSPORT LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£000
£000
Revenue
3
22,978
24,875
Cost of sales
(15,591)
(16,311)
Gross profit
7,387
8,564
Distribution costs
(1,724)
(1,965)
Administrative expenses
(2,226)
(2,802)
Operating profit
4
3,437
3,797
Investment income
8
164
179
Finance costs
9
(167)
(187)
Profit before taxation
3,434
3,789
Tax on profit
10
(574)
(1,033)
Profit and total comprehensive income for the year
2,860
2,756

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

FLOWBIRD TRANSPORT LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£000
£000
£000
£000
Non-current assets
Intangible assets - goodwill
11
2,725
2,725
Other intangible assets
11
968
2,137
Property, plant and equipment
12
1,441
1,788
5,134
6,650
Current assets
Inventories
13
3,289
3,917
Trade and other receivables
14
39,613
38,239
Cash and cash equivalents
3,530
2,689
46,432
44,845
Current liabilities
Trade and other payables
15
14,172
15,230
Current tax liabilities
597
1,224
Other taxation and social security
1,187
650
Lease liabilities
16
424
412
Deferred income
2,745
3,949
19,125
21,465
Net current assets
27,307
23,380
Total assets less current liabilities
32,441
30,030
Non-current liabilities
Lease liabilities
16
948
1,225
(948)
(1,225)
Provisions for liabilities
Deferred tax liabilities
17
(110)
(300)
Other provisions
18
(224)
(404)
Net assets
31,159
28,101
Equity
Called up share capital
21
5,755
5,755
Share premium account
22
3
3
Share option reserve
23
198
-
Retained earnings
25,203
22,343
Total equity
31,159
28,101

The notes on pages 14 to 27 form part of these financial statements.

FLOWBIRD TRANSPORT LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 12 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2026 and are signed on its behalf by:
W Castell
Director
Company registration number 01232487 (England and Wales)
FLOWBIRD TRANSPORT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Share premium account
Share option reserve
Retained earnings
Total
£000
£000
£000
£000
£000
Balance at 1 January 2024
5,755
3
-
19,587
25,345
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
2,756
2,756
Balance at 31 December 2024
5,755
3
-
22,343
28,101
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
2,860
2,860
Transactions with owners:
Equity settled share based payments
-
-
198
-
0
198
Balance at 31 December 2025
5,755
3
198
25,203
31,159
FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

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.

1.1
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards. The financial statements have been prepared under the historical cost convention.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS.

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.

1.2
Going concern

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.true

 

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.

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Turnover

Turnover represents the value of ticketing hardware, software and services provided to customers, excluding VAT. In normal circumstances income is recognised on delivery of goods and services. For certain projects, licence income and support contract income, turnover is recognised over the accounting period to which they relate.

 

The recognition of income for long-term contracts is described under that accounting policy (1.19).

1.4
Goodwill

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.

1.5
Development costs

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 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.

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.6
Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Long-term leasehold property
Straight line over the life of the lease
Right of use asset
Straight line over the life of the lease
Fixtures and fittings
12%, 18%, 20%, 24%, 25% or 48% per annum
Plant and equipment
18% or 28% straight line

Tangible fixed assets are stated at cost less accumulated depreciation and any recognised impairment loss.

1.7
Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.8
Impairment of tangible and intangible assets

At each balance sheet date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash- generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

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.

1.9
Stocks and work in progress

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.10
Financial assets

Under IFRS 7, the Company's loans, trade and other receivables are categorised as "Loans and receivables" as they are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The valuation method for this category of financial asset is "amortised cost" using the effective interest method, less any impairment provision. For all current receivables "amortised cost" is effectively cost.

 

The carrying values of the Company's financial assets are reviewed throughout the year to determine whether there is any indication of impairment. If any such indication exists, an impairment loss is recognised to reduce the asset's carrying value to the estimated recoverable amount. For receivables, this review is based on the latest information available and any financial assets that are substantially past due are also considered for impairment. Any change in the value of financial assets is recognised in the statement of comprehensive income line item "interest payable and similar charges" or "interest receivable and similar income", as appropriate.

1.11
Financial liabilities

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.

1.12
Foreign currencies

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.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date which will result in an obligation to pay more, or a right to pay less or to receive more, tax.

 

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

 

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.14
Provisions

 

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.15
Employee benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Warranties

Provisions for the expected cost of warranty obligations under local sale of goods legislation are recognised at the date of sale of the relevant products, at the directors' best estimate of the expenditure required to settle the Company's obligation.

1.18
Leases

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.

1.19
Long-term contracts

Turnover recoverable on long-term contracts is recognised according to the stage reached in the contract by reference to the value of the work done. A prudent estimate of profit attributable to work completed is recognised once the outcome of the contract can be assessed with reasonable certainty. The stage of completion is measured using the input method, determined by the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs (percentage of costs incurred).

 

The amount by which turnover exceeds payment on account is shown under debtors as amounts recoverable on contracts. The costs on long-term contracts not yet taken to the profit and loss account less related forseeable future losses and payments on accounts are shown in stocks as long-term balances.

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.20
Foreign exchange

 

Functional and presentation currency

 

The Company's functional currency is pound sterling. The figures in this Financial Statement are rounded to the nearest 1,000 pounds sterling.

 

Transactions and balances

 

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

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

2
Critical accounting estimates and judgements

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 following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

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.

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
3
Revenue

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:

2025
2024
£000
£000
Revenue analysed by geographical market
United Kingdom
16,056
14,118
Europe
3,787
4,282
Australia
1,996
5,356
USA
897
687
Rest of the World
242
432
22,978
24,875

Turnover is the amount derived from ordinary activities and stated after trade discount.

4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£000
£000
Exchange (gains)/losses
(29)
141
Research and development costs
5
49
Depreciation of property, plant and equipment
386
421
Amortisation of intangible assets (included within administrative expenses)
1,374
1,727
Cost of inventories recognised as an expense
7,945
5,442
Share-based payments
234
-
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
46
41
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Production
55
58
Sales & Distribution
8
9
Administration
99
101
Total
162
168
FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

2025
2024
£000
£000
Wages and salaries
8,572
8,511
Social security costs
1,048
899
Pension costs
450
452
10,070
9,862
7
Directors' remuneration
2025
2024
£000
£000
Remuneration for qualifying services
283
267
Company pension contributions to defined contribution schemes
34
32
317
299

The remuneration above relates to 1 director who is therefore the highest earning director.

8
Investment income
2025
2024
£000
£000
Interest income
Interest on bank deposits
27
16
Interest receivable from group companies
137
163
Total income
164
179
9
Finance costs
2025
2024
£000
£000
Interest on financial liabilities measured at amortised cost:
Interest on lease liabilities
78
78
Interest payable to group undertakings
89
109
167
187
FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
10
Taxation
2025
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
1,122
1,431
Adjustments in respect of prior periods
(358)
80
Total UK current tax
764
1,511
Deferred tax
Origination and reversal of temporary differences
(190)
(478)
Total tax charge
574
1,033

The charge for the year can be reconciled to the profit per the income statement as follows:

2025
2024
£000
£000
Profit before taxation
3,434
3,789
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
859
947
Effect of expenses not deductible in determining taxable profit
9
2
Adjustment in respect of prior years
(358)
84
Research and development tax credit
(48)
-
0
Deferred tax adjustments in respect of prior years
112
-
Taxation charge for the year
574
1,033

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.

 

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
11
Intangible fixed assets
Goodwill
Software
Development costs
Total
£000
£000
£000
£000
Cost
At 31 December 2024
4,088
470
12,962
17,520
Additions - purchased
-
0
-
0
205
205
At 31 December 2025
4,088
470
13,167
17,725
Amortisation and impairment
At 31 December 2024
1,363
470
10,825
12,658
Charge for the year
-
0
-
0
1,374
1,374
At 31 December 2025
1,363
470
12,199
14,032
Carrying amount
At 31 December 2025
2,725
-
0
968
3,693
At 31 December 2024
2,725
-
0
2,137
4,862
12
Property, plant and equipment
Long-term leasehold property
Right of use asset
Plant and equipment
Fixtures and fittings
Total
£000
£000
£000
£000
£000
Cost
At 1 January 2025
669
1,988
1,801
49
4,507
Additions
18
-
0
21
-
0
39
Disposals
(106)
(16)
-
0
(11)
(133)
At 31 December 2025
581
1,972
1,822
38
4,413
Accumulated depreciation and impairment
At 1 January 2025
633
409
1,628
49
2,719
Charge for the year
10
293
83
-
0
386
Eliminated on disposal
(106)
(16)
-
0
(11)
(133)
At 31 December 2025
537
686
1,711
38
2,972
Carrying amount
At 31 December 2025
44
1,286
111
-
0
1,441
At 31 December 2024
36
1,579
173
-
0
1,788
FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
13
Inventories
2025
2024
£000
£000
Raw materials
1,680
1,999
Finished goods
1,609
1,918
3,289
3,917
14
Trade and other receivables
2025
2024
£000
£000
Trade receivables
1,937
1,571
Provision for bad and doubtful debts
(78)
(186)
1,859
1,385
Amounts recoverable on contracts
3,263
3,573
Amounts owed by fellow group undertakings
33,549
32,332
Other receivables
263
110
Prepayments and accrued income
679
839
39,613
38,239

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.

15
Trade and other payables
2025
2024
£000
£000
Trade payables
85
487
Amounts owed to fellow group undertakings
12,393
12,620
Accruals and deferred income
1,674
1,684
Other payables
20
439
14,172
15,230

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.

FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
16
Lease liabilities
2025
2024
Maturity analysis
£000
£000
Within one year
424
412
After more than one year
948
1,225
1,372
1,637
17
Deferred taxation
Liabilities
2025
2024
£000
£000
Deferred tax balances
110
300

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

ACAs
Short-term timing differences
Total
£000
£000
£000
Liability at 1 January 2024
(32)
810
778
Deferred tax movements in prior year
Charge/(credit) to profit or loss
496
(974)
(478)
Liability at 1 January 2025
464
(164)
300
Deferred tax movements in current year
Charge/(credit) to profit or loss
(302)
112
(190)
Liability at 31 December 2025
162
(52)
110
18
Provisions for liabilities
2025
2024
£000
£000
Other provisions
54
234
Dilapidation
150
150
Warranty provisions
20
20
224
404
FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Provisions for liabilities
(Continued)
- 26 -
Movements on provisions:
Other provisions
Dilapidation
Warranty provisions
Total
£000
£000
£000
£000
At 1 January 2025
234
150
20
404
Movement in provision
(180)
-
-
-
0
At 31 December 2025
54
150
20
224
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
450
452

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share-based payments
Options outstanding
Expenses
Related to equity settled share based payments
234
-
21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
5,755,312
5,755,312
5,755
5,755

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.

22
Share premium account
2025
2024
£000
£000
At the beginning and end of the year
3
3
FLOWBIRD TRANSPORT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
23
Share option reserve
2025
2024
£000
£000
At the beginning of the year
-
-
Additions
198
-
At the end of the year
198
-
24
Pension Commitments

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).

25
Ultimate parent company

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.

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