REG - Mobico Group PLC - Unaudited results for 12 months ended 31 Dec 2025
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RNS Number : 4411U Mobico Group PLC 26 February 2026
Mobico Group PLC
Unaudited results for the 12 months ended 31 December 2025
Turnaround underway with momentum building
Phil White, Mobico Group Executive Chairman, said:
"Mobico delivered further growth in 2025 and meaningful strategic progress,
with Alsa achieving another record year of double-digit revenue growth. This
offset a challenging trading environment in the UK and operational issues with
the WMATA contract in WeDriveU, for which resolution plans are now in
progress. Adjusted operating profit increased 9% to £198m, above recent
guidance, largely due to strong end-of-year trading in Spain and commencement
of the 'Simplify for Success' cost programme.
We continue to progress with our 'Simplify, Strengthen, Succeed' strategy to
strengthen the business. Most notably, we announced in January an agreement in
principle had been reached with the German Rail PTAs which delivers a
sustainable business going forwards. UK Coach is also now largely integrated
into Alsa which will reduce overheads and realign the business to a more
competitive environment. Together with our other initiatives, we expect to
deliver £100m of annualised cost savings for the Group by the end of 2026. As
a result of these efforts, we expect further growth and progress in 2026 with
Adjusted Operating Profit in the range of £195m - £210m."
2025 highlights
▪ Group Revenue 1 growth of 6.2% to £2.76bn (2024: £2.60bn)
o Double-digit growth to a new record in Alsa, with continued growth in
WeDriveU
o UK Coach revenue decreased following increased competition on key routes
with the integration with Alsa to improve competitiveness
▪ Adjusted Operating Profit of £198.0m (2024: £181.1m)
o Record performance in Alsa with strong end of year trading in Spain
o Benefit of Group cost savings and monetisation of land and property within
UK Bus
o Morocco saw a reduced footprint resulting from changes to the operating
environment
▪ Statutory Operating Profit of £21.9m (2024: £34.0m)
o Impacted by one-off adjusting items, primarily driven by one off non-cash
items
▪ Covenant gearing improved to 2.7x (2024: 2.8x), aided by
proceeds from NASB disposal
o Group maintains ample liquidity and has sufficient facilities to meet its
2027 and 2028 obligations
o RCF facility of £600m remained undrawn at 31 December 2025 and net cash
on hand of £265m
o Free Cash Flow of £77.3m (2024: £210.2m), with the decrease mainly
reflecting NASB prior to sale
▪ Improved cash generation and de-leveraging remains the priority
o Agreement in principle reached with German Rail PTAs which delivers a
sustainable business
o Focus on cost reduction across the Group, targeting £100m run-rate by end
of 2026
o Strict controls on Capex, with improvement expected from 2026 given the
impact of long-lead time orders
o UK Bus asset monetisation to continue in preparation for franchising
o Sale of NASB complete, raising de-leveraging proceeds of £273m
▪ Outlook
o Group expects FY 2026 Adjusted Operating Profit to be in the range of
£195m - £210m 2
Financial Summary
Continuing operations 2025 2024(1) Change (Constant FX) Change (Reported)
Group Adjusted(2) Revenue £2.76bn £2.60bn 6.0% 6.2%
Group Adjusted(2) EBITDA £342.9m £329.7m 3.0% 3.9%
Group Adjusted(2) Operating Profit £198.0m £181.1m 8.1% 9.3%
Group Adjusted(2) Profit before Tax £122.3m £103.7m
Group Adjusted(2) Profit for the Period(3) £78.8m £58.9m
Return on Capital Employed(4) 18.3% 10.2%
Statutory
Group Revenue £2.74bn £2.60bn
Group Operating Profit £21.9m £34.0m
Group Loss before Tax £(58.5)m £(46.2)m
Group Loss for the Period(3) £(287.3)m £(794.6)m
Basic EPS (51.8)p (135.0)p
Free Cash Flow(4) £77.3m £210.2m
Net Debt(4) £1,075.7m £1,202.5m
Covenant Gearing(4) 2.7x 2.8x
1 Restated for a German Rail prior year restatement and to represent prior
periods for discontinued operations, see notes 1 & 8 in the Financial
Statements for further information.
2 To supplement IFRS reporting, we also present our results (including EBITDA)
on an adjusted basis to show the performance of the business before adjusting
items. These are detailed in note 5 to the Financial Statements and
principally comprise intangible amortisation for acquired businesses,
re-measurement of historic onerous contract provisions and impairments. In
addition to performance measures directly observable in the Group financial
statements (IFRS measures), alternative financial measures are presented that
are used internally by management as key measures to assess performance.
3 Includes Profit/(Loss) from discontinued operations
4 These are alternative performance measures and include discontinued
operations
Webcast presentation for institutional investors and analysts at 09:30am
GMT today
Mobico's Executive Chair, Phil White, Group CFO, Brian Egan, and Group
COO, Francisco ("Paco") Iglesias, will host a webcast for institutional
investors and analysts to discuss these financial results.
To join online: https://streamstudio.world-television.com/1355-2498-42831/en
A recording will be made available later in the day on the
website: https://www.mobicogroup.com/investors/
(https://www.mobicogroup.com/investors/)
Investor Meet Company webcast at 11.30am GMT today
Mobico's Executive Chair, Phil White, Group CFO, Brian Egan, and Group
COO, Francisco ("Paco") Iglesias, will also present these results live on
the Investor Meet Company platform.
To
join: https://www.investormeetcompany.com/mobico-group-plc/register-investor
(https://www.investormeetcompany.com/mobico-group-plc/register-investor)
For further information, please contact:
Mobico Group PLC
Investor Relations ir@mobicogroup.com (mailto:ir@mobicogroup.com)
Headland
Matt Denham +44 (0)7551 825496
Antonia Pollock +44 (0)7789 954 356
About Mobico Group
Mobico is a leading, international shared mobility provider with bus, coach
and rail services in the UK, North America, continental Europe, North Africa
and the Middle East.
Notes
1. Legal Entity Identifier: 213800A8IQEMY8PA5X34
2. This announcement contains forward-looking statements with respect to
the financial condition, results and business of Mobico Group. By their
nature, forward-looking statements involve risk and uncertainty and there may
be subsequent variations to estimates. Mobico's actual future results may
differ materially from the results expressed or implied in these
forward-looking statements. Unless otherwise required by applicable law,
regulation or accounting standard, Mobico does not undertake to update or
revise any forward-looking statements, whether as a result of new information,
future developments or otherwise. Forward-looking statements can be made in
writing but also may be made verbally by members of the management of the
Group (including without limitation, during management presentations to
financial analysts) in connection with this announcement.
Results overview
The Group's strong 2025 performance was driven by Alsa which delivered record
results and continued to develop internationally. Across the rest of the
Group, action is being taken to address areas of underperformance.
Adjusted Statutory
£m 2025 2024(1) Change 2025 2024 Change
Revenue
Alsa 1,488.3 1,327.6 12.1% 1,466.6 1,327.6 10.5%
WeDriveU 432.2 412.7 4.7% 432.2 412.7 4.7%
UK and Germany 839.3 857.2 (2.1)% 839.3 857.2 (2.1)%
Group from continuing operations 2,759.8 2,597.5 6.2% 2,738.1 2,597.5 5.4%
Operating Profit/(Loss)
Alsa 212.0 186.1 13.9% 168.6 176.9 (4.7)%
WeDriveU 20.2 29.3 (31.3)% (36.5) 18.5 N/A
UK and Germany 2.0 (0.4) N/A (12.2) (105.2) 88.4%
Central Functions (36.2) (33.9) (6.8)% (98.0) (56.2) (74.4)%
Operating Profit from continuing operations 198.0 181.1 10.7% 21.9 34.0 (35.6)%
Operating Margin from continuing operations 7.2% 7.0% 0.2% 0.8% 1.3% (0.5)%
Profit/(Loss) before tax 122.3 103.7 (58.5) (46.2)
Tax (charge) (45.2) (50.8) (30.4) (91.7)
Profit/(Loss) for the period from continuing 77.1 52.9 (88.9) (137.9)
Profit/(Loss) for the period from discontinued operations 1.7 6.0 (198.4) (656.7)
Profit/(Loss) for the period 78.8 58.6 (287.3) (794.6)
1 Restated for a German Rail prior year restatement and to represent prior
periods for discontinued operations, see notes 1 & 8 in the Financial
Statements for further information.
Group financial and operating performance
Continuing operations
Group Revenue 3 (#_ftn3) grew by £162.3m (6.2%) on a reported basis. This
principally reflects strong growth in Alsa where passenger figures in most
businesses increased, including by 9.8% in Spain. WeDriveU also saw revenue
growth driven by new contracts in corporate, university shuttle and
paratransit operations. Revenue decreased in the UK due to further pressure on
yields in UK Coach, offset by a small net revenue increase in UK Bus following
the 8.6% fare rise.
Adjusted Operating Profit increased by £16.9m to £198.0m, whilst Statutory
Operating Profit of £21.9m decreased by £12.1m.
Alsa's record performance saw revenue increase 12.1% to £1,488.3m (10.8% on a
constant currency basis). Alsa's Adjusted Operating Profit increased 13.9% to
£212.0m (12.6% on a constant currency basis). There was strong momentum in
regional, urban and long-distance markets in Spain where revenue grew 9.5% and
Operating Profit grew 14.1%. Statutory Operating Profit fell 4.7% to £168.6m
due to significant one-off adjusting items related to Morocco.
While WeDriveU achieved revenue growth of 4.7%, operating profit was below
2024 levels due to operational challenges in the WMATA and CARTA contracts,
with the CARTA contract exited early at the start of 2026. Operating and
financial performance improved significantly in the second half, with Adjusted
Operating Profit rising to £17.6m from £2.6m in H1 2025. This includes the
impact of the onerous contract provision made in WMATA, the remainder of the
business has performed well in 2025.
Revenues in the UK and Germany decreased by 2.1%, driven by increased
competition on key routes in UK Coach. UK Bus revenue increased by 2.4% due to
the 8.6% fare rise implemented in June 2025 and revenue in Germany decreased
by 1.4%.
Operating Profit in the UK and Germany improved by £2.4m, driven by a £15.9m
improvement in Germany and the sale of depot and land in UK Bus at the end of
2025. Increased competition in UK Coach and weaker UK Bus performance offset
this improvement.
Adjusting items
The variance between the Adjusted Operating Profit (£198.0m) and Statutory
Operating Profit (£21.9m) for continuing operations is driven by
non-recurring adjusting items totalling £176.1m. Key adjusting items are:
WeDriveU Onerous Contract Provisions (£52.4m): As previously stated,
following a rapid expansion in July 2024, the WMATA contract turned
unprofitable due to lower-than-projected volumes compared to the initial bid.
While losses initially narrowed in 2025 due to operational improvements, these
increased again due to reductions in volume made by the local authority which
we consider contrary to our contract. As a result, whilst an onerous contract
provision has been booked to cover anticipated future losses, the Group is
seeking legal redress with the client to recover the ongoing losses. Any
future legal settlement cannot be assumed in the provision calculation. The
process is expected to take 18 to 24 months and WeDriveU will continue to be
committed to delivering services during this time. £4.5m of the provision was
utilised as of 31 December 2025.
Moroccan operating environment (£27.3m): Alsa's Moroccan operations faced a
significant shift in 2025 following changes in the operating environment. This
led to a strategic settlement in Casablanca and a transfer of staff and assets
in Marrakech and Tangier. The resulting £27.3m charge has been classified as
an adjusting item to reflect its exceptional and non-recurring nature.
Restructuring and Efficiency Costs (£35.4m): To realise and make progress
towards our £100m cost-saving target (run-rate by the end of 2026) we
incurred £35.4m in one-off restructuring costs in 2025. This figure also
includes costs relating to the disposal of the School Bus business.
North America School Bus ("NASB") Retained Liabilities (£38.5m): As part of
the disposal of NASB, the Group retained legal liabilities relating to open
insurance claims that existed at the date of sale. A £38.5m charge has been
recognised in the Income Statement in 2025, primarily due to material adverse
developments on more significant individual claims.
A full list of adjusting items has been provided in the CFO review section.
Discontinued Operations
North America School Bus
On 25 April 2025, the Group announced the sale of its NASB business to I
Squared Capital. The associated assets and liabilities were consequently
presented as held for sale in the 30 June 2025 interim financial statements.
The business was sold on 14 July 2025 and is presented as a discontinued
operation for the 12 month period to 31 December 2025.
National Express Transport Solutions (NXTS)
The NXTS business experienced significant losses following the COVID-19
pandemic, which prompted a comprehensive restructuring and rationalisation
programme in late 2023. Following this thorough review, it was determined that
divesting these businesses offered the most effective path to reducing losses
within the Group. Prior to divestment, the NXTS business had Operating Losses
of £1.8m in 2025.
Balance sheet
As at 31 December 2025, the Group had £0.9bn of cash and undrawn committed
facilities and a covenant gearing ratio of 2.7x (H1 25: 3.0x and 2024: 2.8x).
The Group continues to benefit from strong liquidity, having extended the vast
majority of its Core RCF facility to 2029 and having completed the sale of
NASB. The Group has sufficient liquidity to cover maturities in 2027 and 2028.
The Group elected not to exercise its voluntary option to redeem the Hybrid on
the first call date and has paid the coupon for February 2026. In line with
the terms of the Hybrid's prospectus, the coupon reset in February 2026 to a
new rate derived from the five-year gilt plus the initial spread of 413.5bps.
The first payment of the coupon at the higher rate will be in February 2027.
Key priorities
Although the Group continues to maintain a healthy liquidity position with the
ability to meet upcoming maturities in 2027 and 2028, debt and leverage
reduction remains the Board's priority, and we continue to consider all
options to meet this objective. The sale of NASB and reaching an agreement
with the German PTAs are significant steps towards de-risking and
de-leveraging.
The Group also continues to seek opportunities to improve efficiency, reduce costs, improve profitability and de-leverage.
Simplify for Success cost programme
Launched at the H1 25 results, the 'Simplify for Success' programme commenced delivering, initial cost savings in 2025. Together with further cost savings and improved efficiencies to be implemented in the current year, we expect £75m of in-year cost savings in 2026 reaching a £100m run-rate by the end of 2026.
German rail agreement
Post period-end, the Group reached a comprehensive agreement in principle with five German PTAs to realign contract terms for its rail service in North Rhine-Westphalia and adjacent regions. The agreement, approved by the relevant governing bodies of the PTAs and Mobico, enables a material reset and de-risking of its German rail business and will support a sustainable business going forward.
Key contract wins
In 2025, the group won 25 new contracts with annualised revenue of £84m and
total contract values of £437m. These contracts have an average ROCE of 45%.
The conversion rate on bids submitted and awarded was 28%, up from 23% in the
prior year.
While these consolidated figures demonstrate robust progress, they exclude
major non-consolidated Joint Venture and Joint Operation (JV/JO) successes,
most notably the Qiddiya project in the Middle East and the Guadalajara health
transport bid. On a pro-forma basis, including these strategic JV/JO wins, the
total value of new contracts secured in 2025 exceeded £1 billion.
Additionally, Alsa is in the process of securing a five-year extension of its
Andalusia contract. This is one of the largest contracts in the regional
business with annual revenues of circa €75m.
2026 calendar year guidance
Adjusted Operating Profit for 2026 is expected to be between £195m - £210m.
Guidance will be updated to reflect the positive impact of revised contract
changes in Germany once legally binding agreements have been signed with the
German PTAs.
Strategic commentary
2025 reflects a year of meaningful positive change across the Group, with each
of the businesses embracing the 'Simplify for Success' cost programme. The
underlying momentum in demand for low emission and mass transit mobility
solutions is likely to provide long-term structural support across our key
markets. In the meantime, focus remains on simplifying and strengthening our
business and on increased cash flow generation.
Divisional results overview - continuing operations
The following section describes the performance of the Group's continuing
businesses for the 12-month period to 31st December 2025, compared to 2024.
Alsa
Alsa is the leading bus and coach operator in Spain with an increasingly diversified portfolio of domestic and international transport businesses. Operations span Regional, Urban and diversified transport services across Spain and in Morocco, Switzerland, Portugal, Bahrain and Saudi Arabia. Alsa has largely integrated the UK Coach business into its operations, with the benefits expected through 2026.
This strategy of diversification has seen the contribution of its core Long Haul services fall.
2025 2024 Change Change
m m m %
Reporting currency (£)
Adjusted Revenue £1,488.3 £1,327.6 £160.7 12.1%
Adjusted Operating Profit £212.0 £186.1 £25.9 13.9%
Statutory Operating Profit £168.6 £176.9 £(8.3) (4.7)%
Local Currency (€)
Adjusted Revenue €1,737.9 €1,568.5 €169.4 10.8%
Adjusted Operating Profit €247.6 €219.8 €27.8 12.6%
Adjusted Operating Margin 14.2% 14.0% 0.2% 0.2%
Statutory Operating Profit €196.9 €209.0 €(12.1) (5.8)%
Statutory Operating Margin 11.5% 13.3% (1.8)% (1.8)%
FX rates: CY25: €1.17:£1; FY24: €1.18:£1
Highlights
Alsa continues to grow across a diverse portfolio, delivering a record result
in 2025.
· Record revenue of £1,488.3m, driven by double-digit growth in
Urban and Regional segments
· Adjusted Operating Profit of £212.0m, an increase of £25.9m
from 2024
· Total passengers reached 640.7m, supported by a 9.8% increase in
Spanish domestic demand
· Long Haul passenger numbers grew 4.6% year on year, despite the
change in multi-voucher initiatives from H1 25
· A "Single Ticket" initiative, sponsored by the Spanish
Government, is now live for 2026 which allows for unlimited travel at a flat
rate
Commentary
Alsa had another strong year with adjusted revenues of £1,488.3m in reported
currency, an increase of £160.7m or 12.1% from 2024. In constant currency
terms, revenue was €1,737.9m, an increase of €169.4m or 10.8% from 2024.
Adjusted Operating Profit increased by £25.9m or 13.9% in reported currency
terms and €27.8m or 12.6% in constant currency. While statutory Operating
Profit was affected by significant reduction in Alsa's Moroccan footprint,
Alsa continues to expand its leading position in Spain and internationally.
Spain
Spain remains Alsa's core market, generating €1,298.8m (74.7% of Alsa
revenue) with contributions primarily from four pillars: Regional (€531.5m),
Long-Haul (€284.1m), Urban (€206.9m) and Other Transport (€213.7m).
The Regional (and Metropolitan) lines performed exceptionally well, with
revenues increasing 8.7% in constant currency terms, underpinned by strong
passenger growth of 8.1%. Similarly, Urban revenues climbed by 11.5%, driven
by a significant 12.7% increase in passenger volume which offset a marginal
decrease in passenger yield. Alsa is in the process of securing a 5-year
extension of its Andalusia contract. This is one of the largest contracts
within the regional business with annual revenues of circa €75m.
Long Haul delivered revenues of €284.1m, a 3.4% increase over the prior year
and was supported by the Government's "Multi-Voucher" scheme in 2025 and the
"Young Summer" initiative from June to September. The new "Single Ticket"
initiative will boost Long-Haul in 2026. Overall passenger numbers increased
by 4.5%, while the nine main corridors saw a 3.7% increase. Despite the
decrease in discount of the multi-vouchers, occupancy remained remarkably
resilient, closing 2025 in-line with last year's figure.
The Tourism and Other Transport segment continues to demonstrate strong growth momentum, building on the successful integration of CanaryBus. Alsa has recently been named the preferred bidder for a €230m, 10-year contract in Ibiza. With the formal award expected in the coming weeks, this will establish Alsa as the island's leading operator. Growth is further bolstered by the four-year renewal of its Madrid sightseeing services which is expected to secure €5.8m in annual revenue and reinforce Alsa's footprint in Spain's most vital tourism centres.
International and diversified
Revenue from international markets and diversified Spanish business units
totalled €412.8m. The main contributors were Morocco at €151.6m, Other
International at €111.3m and Diversified transport operations at €149.9m.
Wider diversification activities continue, with the revenue from Health
Transport businesses doubling since 2024 and Operating Profit having increased
by circa 35%. Growth in this sector continued with the award of two large
health transport contract in Guadalajara and a new contract in Catalonia
effective from April 2026.
Moroccan impact
In 2025, Alsa's Moroccan operations faced a shift in the local operating
environment. This necessitated a strategic settlement in Casablanca and
resulted in the transfer of staff and assets in Marrakech and Tangier. The
impact of which is covered in the 'Adjusting items' section.
Adjusted Operating Profit from Morocco in 2025 was €8.0m, a €4.7m decrease
from 2024. Going forward, Alsa will manage a focused portfolio, including the
revised Casablanca contract through to 2029 and the Rabat contract through to
2034 which benefits from an agreed fare increase implemented in July 2025.
Spain's Sustainable Mobility Law and future tender process
The Sustainable Mobility Law (published 4 December 2025) prioritises low
carbon public-focussed transport and offers the potential to unlock EU green
funding. Alsa is actively managing the associated compliance costs and the
complexity of coordinating with local authorities.
The passing of the new law means the state network concessional map is being
redrawn in preparation for the renewal of existing contracts. The new map,
which is expected to be approved in late 2026, will simplify the network by
significantly reducing the number of concessions, whilst increasing their
size. As the largest operator in Spain, Alsa's presence and scale should prove
beneficial in the tender process for the enlarged concessions. Expectations
remain that Alsa will retain most of its existing routes.
We continue to expect contract renewals to occur in 2027 and 2028, with the
financial impact expected from 2028.
Competition
Competitive pressure remains in Long Haul due to aggressive high-speed rail
pricing. Alsa is countering this with a 360º fares project and dynamic
pricing to protect margins. Competition in the Regional and Urban businesses
remains stable and primarily focused on the public tendering process.
To compete effectively and retain customer loyalty, the quality of Alsa's
service and the overall experience delivered is paramount. The focus on
enhancing customer experience and improving retention is evidenced by the
share of digital sales increasing to 74.1% (up from 71.3% in 2024), while
customer sentiment continues to improve from its already high standard.
2026 priorities and outlook
Our priorities for 2026 are underpinned by the Sustainable Mobility Law and
the rollout of the "Single Ticket" initiative to further drive the modal shift
towards public transport. Alsa's strategic focus remains on replicating
performance in 2025, preparing for key retentions in Spain as well as
continuing to diversify operationally and internationally.
Overall, strong underlying performance is expected to be maintained in 2026.
WeDriveU
WeDriveU provides Transit and Shuttle services in North America. Transit
focuses predominantly on Paratransit (the transportation of passengers with
additional needs) and Urban Bus. Shuttle offers corporate employee shuttle
services to a range of sectors including Technology, Biotechnology,
Manufacturing and Universities which ensures a strong, diversified portfolio
of sectors and customers.
2025 2024 Change Change
m m m %
Reporting currency (£)
Revenue £432.2 £412.7 £19.5 4.7%
Adjusted Operating Profit £20.2 £29.3 £(9.1) (31.1)%
Statutory Operating Profit/(Loss) £(36.5) £18.5 £(55.0) (297.3)%
Local currency ($)
Revenue $570.2 $527.4 $42.8 8.1%
Adjusted Operating Profit $26.7 $37.5 $(10.8) (28.8)%
Adjusted Operating Margin 4.7% 7.1% (2.4)% (2.4)%
Statutory Operating Profit/(Loss) $(54.7) $23.6 $(78.3) (331.8)%
Statutory Operating Margin (9.6)% 4.5% (14.1)% (14.1)%
FX rates: CY25: $1.32:£1; FY24: $1.28:£1
Highlights
WeDriveU continued to secure significant contract wins, particularly within the University Shuttle sector, maintaining strong market momentum. While overall performance in 2025 was impacted by isolated challenges at WMATA, the increase in H2 25 Operating Profit demonstrates the underlying strength of the business.
Commentary
Revenue grew by 4.7% on a reported basis and 8.1% at constant currency. The revenue growth normalised in H2 25 as H2 24 contracts matured into their second year. Adjusted Operating Profit reduced by £9.1m to £20.2m, driven largely by an £8.7m impact from operational headwinds in the WMATA and CARTA contracts. The adjusted Operating Profit excludes losses of £4.5m incurred on the WMATA contract since July, as these losses are covered by the onerous contract provision.
Statutory results were impacted by the WMATA onerous contract provision. See
the 'Adjusting items' section for full details on the provision.
In February 2026, WeDriveU successfully exited the CARTA contract early which
will improve margins through avoiding future annual losses of circa $3.5m.
A focus on operating improvements saw a 26% reduction in missed trips in H2 25
and the launch of the 'WeDriveUniversity' platform in June 2025 has improved
driver staffing across the business markets to near-optimal levels.
Growth remains robust across high-value segments, highlighted by strategic new
wins in the University Shuttle sector, notably the University of Rochester and
RIT, alongside the successful retention of key transit contracts such as
GoDurham and paratransit expansions in Greater Peoria and Burlington.
WMATA
Following a rapid expansion in July 2024, the WMATA contract turned
unprofitable due to lower-than-projected volumes compared to the initial bid.
While WeDriveU made steady progress in narrowing these losses throughout 2025,
significant volume changes were implemented by the client in Q4 2025 which
increased losses and we consider contrary to our contract. As a result,
WeDriveU has commenced legal proceedings with a resolution anticipated within
18-24 months. In the interim, service levels are expected to stabilise and the
level of losses diminish as WeDriveU adapts to the operational changes.
2026 priorities and outlook
While market pressures for cost-efficiency persist, WeDriveU maintains a
healthy pipeline of new opportunities and is focussed on reviewing existing
contracts to ensure long-term sustainability.
Overall, we expect WeDriveU to deliver improved underlying performance in 2026
when excluding the circa £9m impact of WMATA and CARTA on 2025 underlying
performance.
UK & Germany
Overall revenue declined by £17.9m for the division due to reductions in
revenue in UK Coach and German Rail. The division reported an adjusted
Operating Profit of £2.0m, an improvement on the £(0.4)m loss in 2024. This
was a result of significant improvement in Operating Profit in Germany offset
slightly by decline in UK Coach.
UK
UK Bus is the market leader in the West Midlands bus sector, the largest UK urban bus market outside London. UK Coach is the largest provider of scheduled coach services with a UK-wide network and is in the process of being integrated into Alsa to create a pan-European coach powerhouse. Given its extensive experience, Alsa is also collaborating with UK Bus on franchise opportunities across the UK.
2025 2024 Change Change
m m m %
Reporting / Local currency (£)
Revenue £586.9 £601.2 £(14.3) (2.4)%
Adjusted Operating Profit/(Loss) £(4.6) £9.7 £(14.3)
Adjusted Operating Margin (0.8)% 1.6% (2.4)% (2.4)%
Statutory Operating Loss £(17.2) £(7.6) £(9.6) (126.3)%
Statutory Operating Margin (2.9)% (1.3)% (1.6)% (1.6)%
1 Excludes NXTS revenue which is reported under Discontinued Operations.
UK Bus
Highlights
· Punctuality improved to 84% (2024: 82%) driven by a focus on
operational discipline
· Enhanced operational KPIs delivered a 15% year-on-year reduction
in customer complaints during H2 25
Commentary
Revenue grew by £6.4m to £271.9m, an increase of 2.4%, mainly due to an 8.6%
fare rise implemented in June 2025, partially offset by commercial passenger
numbers decreasing 4% in 2025 and 6% in H2 25 in-line with the industry.
Concessionary, tender and other revenue all increased.
The business sought to manage the impact on margin caused by the reduction
in passenger numbers through a 2% network reduction in H2 25, securing five
new tender contracts and increasing frequencies on high-demand routes.
Operating Profit grew by £0.6m over the year benefitting from £4.3m of
profit from the sale of the Acocks Green depot and land on Oak Road. For the
underlying business, operating costs inflation, increases in pay and a £3.9m
increase in employer national insurance contributions outpaced revenue growth
and increased local authority funding.
As part of the 'Simplify for Success' cost programme, structural changes were implemented towards the end of 2025 which resulted in reduced staff overhead costs.
Funding agreement
Funding has been secured at enhanced levels until 31 March 2026 to mitigate
the impact of the current economic climate on commercial patronage. A
two-month extension is currently being finalised, while discussions continue
regarding a longer-term funding package for the 2026/27 financial year.
Franchising
The business maintains an active and collaborative engagement with Transport
for the West Midlands (TfWM) in preparation for the transition to franchising
during 2027-2029. Ahead of franchising, the Group continues to explore further
options to monetise the assets of the business. In late 2025 the Acocks Green
depot and land on Oak Road were monetised as part of the preparation.
Following the shift toward franchising nationwide, we are leveraging Alsa's
extensive experience in running franchised bus opportunities to pursue new
opportunities, with a focus on balancing service quality with sustainable
returns.
2026 priorities and outlook
Depending on the outcome of the ongoing funding discussions, UK Bus is
expected to deliver a small positive performance in 2026, with further benefit
dependent on the pace and outcome of further asset monetisation (including the
remaining fleet and depots).
UK Coach
Highlights
· Challenging operating environment in the UK due to increased
competition on key routes
· Ongoing growth in Ireland
· Integration into Alsa progressing well, with benefits expected in
2026
Commentary
Revenue, excluding the NXTS business, declined £20.7m on a reported basis to
£315.0m. The 6.2% decrease in reported revenue was largely in the core coach
business, partially offset by further growth in Ireland. The UK business
experienced high levels of competition with period-on-period declines
accentuated by the end of disruptions to the rail sector which boosted
revenues in 2024.
Adjusting for rail disruption, passenger numbers were down just 2.7% (3.8%
before adjusting) with yield also showing a slight decline of 1.8%. Occupancy
was broadly flat year-on-year, with a 2.2% improvement in H2 25 versus H1 25.
Operating profit declined by £11.6m, reflecting lower revenues and increased
employer national insurance charges. These losses were partly offset by
revenue growth and improved operating margins in Ireland.
Several strategic initiatives were implemented in H2 25, including divesting
the loss-making NXTS business, enabling the Group to focus on its core
business segments with the aim of improving margins. To optimise utilisation,
we refined our network by implementing seasonal timetables, further increasing
weekend capacity and reducing midweek services. We also streamlined our core
London-Stansted network which improved efficiency while maintaining volumes.
These changes boosted punctuality, operator performance and customer
satisfaction.
Alsa integration and 2026 outlook
UK Coach will report under Alsa from 1 January 2026, which will be reflected
in the 15m 2025 audited accounts. As part of the integration, there has been a
strong focus on cost synergies, technology improvements and alignment of
processes.
The focus in 2026 remains on driving profitable growth, achieving the cost
savings plan, delivering on our transformation programmes and building on the
operating platform created at the end of 2025.
We expect UK Coach to be more competitive and deliver an improvement in
performance in 2026, however high levels of competition and pressure on yields
are expected to continue.
Germany
In Germany, National Express is the second largest rail operator in North
Rhine-Westphalia and one of the top five operators in Germany, with three
contracts RME, RRX 1 and RRX 2/3.
2025 2024(1) Change Change
m m m %
Reporting currency (£)
Revenue £252.4 £256.0 £(3.6) (1.4)%
Adjusted operating Profit/(Loss) £6.6 £(10.1) £16.7
Statutory operating Profit/(Loss)(1) £5.0 £(97.6) £102.6
Local currency (€)
Revenue €294.8 €302.4 €(7.6) (2.5)%
Adjusted Operating Profit/(Loss) €7.7 €(12.4) €20.1
Adjusted Operating Margin 2.6% (4.1)% 6.7% 6.7%
Statutory operating (loss)(1) €5.9 €(115.8) €121.7
Statutory Operating Margin(1) 2.0% (37.8)% 40.3% 40.3%
FX rates: CY25: €1.17:£1; FY24: €1.18:£1
1 Restated for a German Rail prior year restatement, see notes 1 Financial
Statements for further information.
Highlights
Reported revenue of £252.4m decreased 1.4% from 2024 (2.5% in constant
currency) from 2024, with RME adjusted Operating Profit increasing by £15.9m.
Operations in North Rhine-Westphalia (NRW) returned to full-service levels in
December 2025. This follows two years of operating an agreed reduced timetable
whilst German Rail executed a recovery plan. The return to full operations
means we expect improved financial performance going forwards.
A key priority for 2025 was the renegotiation of our contractual and
commercial position across the rail contracts in Germany. In January 2026, we
announced an agreement in principle with the Public Transport Authorities
(PTAs) which will support a long-term sustainable German Rail business.
Formalisation of the changes to the contracts is expected to be concluded by
30 June 2026.
The RME contract will convert to a gross contract structure from 2026,
removing revenue risk from our German rail business, with the new contract
terms meeting current industry standards. The contract term will also be
extended by two years to 2032. Adjusted Operating Profit for the RME contract
in 2025 was £6.6m, a £15.9m increase on 2024, and is expected to improve
looking ahead with the changes to the contract structure.
The loss making RRX contracts will be shortened by 3 years and end in 2030.
The contracts are both onerous and are expected to remain so, with losses in
2025 being offset by a £56.1m utilisation of the onerous contract provision
(now £133m as at 31 December 2025).
On a combined basis, these contracts are expected to be sustainable going
forwards over the full contract duration.
Commentary
The return to full service is a critical step for the stabilisation of the NRW
rail network. We have addressed the skilled worker shortage by modernising our
training strategy and implementing digital learning tools. Integrating an
additional 72 drivers this year provides the operational cushion required to
manage a high-utilisation network.
Despite the improvement in driver numbers and the optimisation of technology,
issues outside the Company's control due to increasing levels of construction
and engineering work negatively impacted contractual performance. The new
agreement with the PTAs will help to mitigate these impacts going forward,
significantly de-risking the business.
Looking ahead, a focus on operational efficiency is expected to deliver
additional financial benefits and help the business meet operational targets.
Discontinued Operations
North American School Bus (NASB)
On 25 April 2025, we announced an agreement to sell the NASB business to I
Squared Capital for an enterprise value of up to $608m (circa £457m) and,
following approval by the relevant authorities, the sale was completed on 14
July 2025.
NASB performance to July 2025
2025 2024 Change Change
m m m %
Reporting currency (£)
Revenue £441.9 £792.6 £(350.7) (44.2)%
Adjusted operating Profit £14.8 £8.9 £5.9 66.3%
Statutory operating Profit/(Loss)(1) £6.5 £(550.1) £556.6 101.2%
See note 8 for details of the sale.
NXTS
As part of the Simplify for Success programme, we made the strategic decision
to focus on our core scheduled coach services business and to dispose of the
loss-making NTXS business. The sale of the remaining NXTS businesses to The
Coach Travel Group Limited was completed on 17 October 2025.
2025 2024 Change Change
m m m %
Reporting currency (£)
Revenue £13.1 £21.8 £(8.7) (39.9)%
Adjusted Operating Loss £(1.8) £(3.2) £1.4 43.8%
Statutory Operating Loss(1) £(1.8) £(4.7) £(2.9) 61.7%
See note 8 for further details of the sale.
Group Chief Financial Officer's review
The Group has seen further growth from its continuing operations in 2025, with
adjusted revenue performance up 6.2% year on year. Adjusted Operating Profit
increased by £16.9m year on year to £198.0m, largely a result of strong
trading in ALSA, and the commencement of the 'Simplify for Success' cost
programme.
Adjusted net debt and covenant gearing have reduced when compared to the prior
year, with £126.8m net funds inflow during the 12 month period. This was
aided by proceeds received and debt disposed of relating to North America
School Bus and National Express Transport Solutions. Covenant gearing was 2.7x
at 31 December 2025.
Adjusting items of £366.1m for the period includes non-cash movements
including the £185.0m arising from the disposal of North America School Bus
and National Express Transport Solutions, a £52.4m re-measurement of onerous
contract provisions in WeDriveU and the impact of changes to the operating
environment in Morocco (£27.3m).
Group Performance
12 months to 31 December
Adjusted result(1) Adjusting items Statutory total Adjusted result(1&2) Adjusting items(2) Statutory total(2)
2025 2025 2025 2024 2024 2024
£m
£m
£m £m £m £m
Continuing operations
Revenue 2,759.8 (21.7) 2,738.1 2,597.5 - 2,597.5
Operating costs (2,561.8) (154.4) (2,716.2) (2,416.4) (147.1) (2,563.5)
Group operating profit/(loss) 198.0 (176.1) 21.9 181.1 (147.1) 34.0
Share of results from associates - - - (0.3) - (0.3)
Net finance costs (75.7) (4.7) (80.4) (77.1) (2.8) (79.9)
Profit/(loss) before tax 122.3 (180.8) (58.5) 103.7 (149.9) (46.2)
Tax (charge)/credit (45.2) 14.8 (30.4) (50.8) (40.9) (91.7)
Profit/(loss) for the period from continuing operations 77.1 (166.0) (88.9) 52.9 (190.8) (137.9)
Profit/(loss) for the period from discontinued operations 1.7 (200.1) (198.4) 6.0 (662.7) (656.7)
Profit/(loss) for the period 78.8 (366.1) (287.3) 58.9 (853.5) (794.6)
1: To supplement IFRS reporting, we also present our results on an adjusted
basis which shows the performance of the business before adjusting items,
principally comprising amortisation of intangibles for acquired businesses,
remeasurement of onerous contract provisions and restructuring costs.
Treatment as an adjusting item provides users of the accounts with additional
useful information to assess the year-on-year trading performance of the
Group. Further explanation in relation to these measures, together with
cross-references to reconciliations to statutory equivalents where relevant,
can be found in the Alternative Performance Measures section below.
2: Restated for a German Rail prior year restatement and to represent prior
periods for discontinued operations, see notes 1 & 8 in the Financial
Statements for further information.
Group Revenue increased by £140.6m (5.4%) year-on-year to £2,738.1m (2024:
£2,597.5m). Revenue growth was led by ALSA, and WeDriveU, the latter driven
by new contracts in corporate, university shuttle and paratransit operations.
Group profitability has increased with Adjusted Operating Profit up £16.9m
(9.3%) from £181.1m to £198.0m, largely driven by ALSA. Segmental
performance is explained further below.
After £176.1m (2024: £147.1m) of adjusting items, statutory operating profit
decreased to £21.9m (2024 restated: £34.0m). Adjusting items are detailed in
the following section.
Adjusted net finance costs decreased slightly by £1.4m to £75.7m (2024:
£77.1m); with reduced interest rates on the floating rate portion of the
Group's debt.
The Group recorded an Adjusted Profit before tax of £122.3m (2024: £103.7m).
The adjusted effective tax rate of 37.0% (2024 restated: 49.0%), reflects the
combination of business performance across the group's portfolio, restricted
deductibility of finance costs and derecognised deferred tax assets. This
adjusted effective rate resulted in an adjusted tax charge of £45.2m (2024
restated: £50.8m charge). The statutory tax charge was £30.4m (2024
restated: £91.7m), with an adjusting tax credit of £14.8m (2024 restated:
£40.9m charge) consisting of a £3.6m tax credit on adjusting intangible
amortisation, a £4.3m tax credit on tax deductible operating costs, and a
£6.9m credit in relation to the recognition of deferred tax assets in respect
of the changing operating environment in Morocco. During 2024 the tax charge
on adjusting items from continuing operations of £40.9m was made up of a
£47.7m charge on deferred tax asset derecognition and a £6.8m tax credit on
adjusting intangible amortisation.
Discontinued operations reflect the results of North America School Bus and
National Express Transport Solutions (in the UK) up to the dates of disposal
in July 2025 and October 2025 respectively.
Adjusting items within discontinued operations of £200.1m mainly resulted
from disposal of the North America School Bus and National Express Transport
Solutions businesses of £185.0m, as detailed in the next section.
The statutory loss for the period for the Group was £287.3m (2024 restated:
£794.6m loss).
Adjusting items
Adjusting items in the period were £366.1m (2024 restated: £853.5m), of
which £166.0m related to continuing operations (2024 restated: £190.8m) and
£200.1m related to discontinued operations (2024 restated: £662.7m). Cash
outflows in the period related to adjusting items were £118.7m (2024
restated: £99.2m).
Adjusting items Income statement Income statement Cash Cash
12 months to 31 December 2025 12 months to 31 December 2024(1) 12 months to 31 December 2025 12 months to 31 December 2024(1)
£m
£m
£m
£m
Adjusting items from continuing operations:
Intangible amortisation / impairment for acquired businesses (23.5) (20.7) - -
Re-measurements of onerous contracts and impairments resulting from the - 4.1 - (1.4)
Covid-19 pandemic
Re-measurement of German Rail onerous contract provisions - (86.4) (56.1) (45.8)
Final re-measurement of the Rabat put liability 1.0 - - -
Re-measurement of WeDriveU onerous contract provisions (52.4) 0.7 (4.5) (1.8)
Repayment of UK Coronavirus Job Retention Scheme grant ('Furlough') - - - (8.9)
Costs in relation to the legacy School Bus legal claims provision (38.5) - (18.9) -
Impairments and other costs associated with Morocco contract changes (27.3) - (2.9) -
Restructuring and other costs (35.4) (44.8) (29.8) (36.3)
Adjusting operating items from continuing operations (176.1) (147.1) (112.2) (94.2)
Finance costs:
Unwind of discounting of provisions (4.7) (2.8) - -
Total adjusting operating items from continuing operations before tax (180.8) (149.9) (112.2) (94.2)
Tax credit/(charge) on adjusting items 14.8 (40.9) - -
Total adjusting operating items after tax from continuing operations (166.0) (190.8) (112.2) (94.2)
Adjusting items from discontinued operations:
Intangible amortisation / impairment for acquired businesses (2.2) (7.0) - -
Disposal of School Bus and National Express Transport Solutions (185.0) - - -
Goodwill impairment on North America School Bus - (547.7) - -
Restructuring and other costs (6.1) (5.8) (6.5) (5.0)
Adjusting operating items before tax from discontinued operations (193.3) (560.5) (6.5) (5.0)
Tax charge on adjusting items (6.8) (102.2) - -
Total adjusting operating items after tax from discontinued operations (200.1) (662.7) (6.5) (5.0)
( )
( )
( )
( )
( )
( )
( )
(1) Restated to represent prior periods for discontinued operations, see note
8 in the Financial Statements for further information
During the period two significant disposals were completed, being North
America School Bus, and National Express Transport Solutions in the UK. For
North America School Bus a £234.7m impairment loss on remeasurement to fair
value less cost to sell was recorded in the period; on disposal this was
partly offset by £87.3m of exchange differences and £1.8m of net investment
hedge reserve being recycled to the Income Statement. For National Express
Transport Solutions a £39.4m impairment loss on remeasurement to fair value
less cost to sell was incurred.
Amortisation on intangibles within acquired businesses from continuing
operations increased by £2.8m in the period. Amortisation on intangibles
within acquired businesses from discontinued operations fell by £4.8m as a
result of the sale of North America School Bus during the year.
There was no movement relating to re-measurement of German Rail onerous
contract provisions in the period (2024 restated: £86.4m charge). A £52.4m
charge relating to the re-measurement of onerous contract provisions in
WeDriveU was recorded in the period (2024 restated: £0.7m credit), with the
current year charge mostly relating to the WMATA contract which became onerous
in the period. The Group is seeking legal redress with the customer to recover
the ongoing losses. We expect the outcome of the legal proceedings to be
successful and the contract losses significantly reduced; however any future
legal settlement cannot currently be assumed in the provision calculation.
The final re-measurement of the Rabat put liability, which had been originally
estimated at December 2023 and the final amount settled in June 2025, amounted
to a £1.0m credit (2024 restated: £nil).
As a result of part of the sale agreement of the North America School Bus
business, the Group retained the legal liability for substantial open
insurance claims that existed at the date of disposal, along with the
corresponding insurance claim provision. The retained claims relate to
employee injuries, automotive claims, and general liability claims that arose
prior to the sale. The provision related to these claims has been increased by
£38.5m in the period.
As a result of a changing operating environment in Morocco, the Group has
witnessed the renegotiation and retender of several of its contracts in major
urban centres across Morocco. In September 2025, the Group was required to
negotiate a price concession and a change in contractual terms to receive a
settlement for outstanding debts in Casablanca. The price concession has been
treated as a reduction to revenue in the current period.
In addition, during 2025 the Group's contracts in Marrakesh, Agadir and
Tangier were retendered. In the case of the Marrakesh and Tangier contracts;
these were terminated and transferred to successor operators at short notice
in December 2025, along with staff and assets. This has led to the impairment
of assets where the net book value is no longer deemed to be recoverable along
with other one-off costs incurred or expected to be incurred as a result of
the contract changes including fuel hedging.
Restructuring and other costs of £41.5m (2024 restated: £50.6m) includes the
impact of Group wide strategic initiatives and restructuring, including costs
relating to the disposal of the School Bus business.
Segmental performance
Adjusted Operating Profit 12 months to 31 December 2025 12 months to 31 December 2024(1) 12 months to 31 December 2025 12 months to 31 December 2024(1)
Local currency m
Local currency m
£m
£m
ALSA 247.6 219.8 212.0 186.1
WeDriveU 26.7 37.5 20.2 29.3
UK (4.6) 9.7
German Rail 7.7 (12.4) 6.6 (10.1)
Central functions (36.2) (33.9)
Group adjusted operating profit from continuing operations 198.0 181.1
(1) Restated for a German Rail prior year restatement, see note 1 in the
Financial Statements for further information.
ALSA's revenue increased by 10.8% to €1,737.9m on a constant currency basis
(excluding adjusting items) as a result of strong passenger demand in ALSA's
domestic market (including long haul, urban and regional operations). This led
to ALSA delivering a record Adjusted Operating Profit of €247.6m; an
increase of 12.6% on a constant currency basis.
WeDriveU Adjusted Operating Profit reduced by $10.8m to $26.7m, a result of
operational challenges on some of its key contracts.
In the UK an Adjusted Operating Loss of (£4.6m) was recorded, against a
£9.7m profit in the prior year. In UK Bus, passenger volumes fell by 4%, in
line with broader industry trends. UK Coach continues to face passenger demand
and yield pressure due to market conditions, including increased competition.
German Rail Adjusted Operating Profit of €7.7m, versus a (€12.4m) loss in
the prior year represents a significant improvement reflective of lower
disruption and the business achieving full operational status for the first
time in two years. The RRX 1 and RRX 2/3 contracts remain onerous with in-year
losses being offset by a £56.1m utilisation of the onerous contract
provision.
Central Functions costs have increased £2.3m, principally due to higher
accrued costs in relation to professional services, including a higher audit
fee. The impact of cost saving initiatives is expected to reduce Central
Functions costs in the future.
Adjusting items relating to each of these segments are described in detail in
the previous section.
Treasury & cash management
Funds flow 12 months to 31 December 2025 Year to 31 December 2024**
£m £m
Adjusted Operating Profit from continuing operations 198.0 181.1
Adjusted Operating Profit from discontinued operations 13.0 5.7
Depreciation and other non-cash items 170.9 238.5
EBITDA 381.9 425.3
Net maintenance capital expenditure* (155.6) (157.8)
Working capital movement (27.1) 48.9
Pension contributions above normal charge (7.8) (7.6)
Operating cash flow 191.4 308.8
Net interest paid (76.9) (83.6)
Tax paid (37.2) (15.0)
Free cash flow 77.3 210.2
Growth capital expenditure* (69.4) (59.3)
Acquisitions of businesses (net of cash & debt acquired) (18.2) (57.9)
Disposals of businesses (net of cash & debt disposed) 286.6 -
Adjusting items (118.7) (99.2)
Payment on hybrid instrument (21.3) (21.3)
Other, including foreign exchange (9.5) 26.7
Net funds flow 126.8 (0.8)
Adjusted net debt (1,075.7) (1,202.5)
* Net maintenance capital expenditure and growth capital expenditure are
defined in the glossary of Alternative Performance Measures
** Restated for a German Rail prior year restatement and to represent prior
periods for discontinued operations, see notes 1 & 8 in the Financial
Statements for further information.
The Group generated EBITDA of £381.9m in the period (2024 restated:
£425.3m); with the year-on-year reduction driven by the loss of School Bus
EBITDA in the second half of the year following its disposal; partly offset by
an improvement in profitability in the continuing businesses.
£155.6m of maintenance capital expenditure is broadly consistent year on year
and mainly relates to fleet capex within North America School Bus (prior to
its disposal) and ALSA.
Working capital net outflow of £27.1m in the period largely reflecting the
timing of cash collections in ALSA and a net outflow in School Bus prior to
disposal. This working capital movement also drove a reduction in free cash
inflow in the period to £77.3m (2024 restated: £210.2m).
Growth capital expenditure of £69.4m has increased by £10.1m (2024: £59.3m
outflow). This increase is a result of contract wins in prior and current
periods, in particular in North America School Bus prior to its disposal.
Acquisitions outflow of £18.2m (2024: £57.9m) relates primarily to the
planned deferred consideration payment relating to the CanaryBus acquisition
in ALSA which completed last year.
Disposals inflow of £286.6m (2024: £nil) mostly reflects the cash inflow and
lease and other debt extinguished on the School Bus disposal.
A cash outflow of £118.7m was recorded in respect of the items excluded from
adjusted results as explained in the section above.
£21.3m of coupon payments on the hybrid instrument were made in the period,
in line with prior periods. Other outflows of £9.5m principally reflect the
movement in exchange rates and settlement of foreign exchange derivatives,
partly offset by an inflow on sale of the Group's investment in Transit
Technologies Holdco which was sold in the period.
Net funds inflow for the period of £126.8m (2024: £0.8m outflow) resulted in
adjusted net debt of £1,075.7m (2024: £1,202.5m).
Please see the Supporting Reconciliations section below for a reconciliation
to the Statutory Cash Flow Statement.
The Group has two key bank covenant tests; a <3.5x test for gearing and a
>3.5x test for interest cover. At 31 December 2025, covenant gearing was
2.7x (31 December 2024: 2.8x) and interest cover was 4.5x (31 December 2024:
4.6x). At 31 December 2025, the Group had utilised £1.3 billion of debt
capital and committed facilities, with an average maturity of 4.1 years.
At 31 December 2025, the Group's £600m RCF facility was undrawn. The Group
had a total of £0.9 billion in cash and undrawn committed facilities
available to it. The table below sets out the composition of these facilities.
Funding facilities Facility Utilised at 31 December 2025 Headroom at 31 December 2025 Maturity year
£m £m
£m
Core RCFs* 600 - 600 2028-2029*
2028 bond 250 250 - 2028
2031 bond 436 436 - 2031
Private placements** 403 403 - 2027-2032
Divisional bank loans 31 31 - various
Leases 167 167 - various
Funding facilities excluding cash 1,887 1,287 600
Net cash and cash equivalents (265) 265
Total 1,022 865
* £571m of the facility matures in 2029 with £29m maturing in 2028
** The portion of Private placements that mature in 2027 is £231.2m maturing
May and June 2027. The remainder matures in 2030 and 2032.
To ensure sufficient liquidity, the Board requires the Group to maintain a
minimum of £300 million in cash and undrawn committed facilities at all
times. This does not include factoring facilities which allow the
without-recourse sale of receivables. These arrangements provide the
Group with more economic alternatives to early payment discounts for the
management of working capital, and as such are not included in (or required
for) liquidity forecasts.
At 31 December 2025, the Group had foreign currency debt and swaps held as net
investment hedges. These help mitigate volatility in the foreign currency
translation of our overseas net assets. The Group also hedges its exposure to
interest rate movements to maintain an appropriate balance between fixed and
floating interest rates on borrowings. At 31 December 2025, the proportion of
Group debt at floating rates was 6% (31 December 2024: 21%); with the
reduction in the floating portion from last year driven by the maturity in
November 2025 of a set of interest rate swaps attached to the 2028 bond. The
interest rate on this bond is now fixed until maturity.
The Group hedges its exposure to fuel prices in order to provide a level of
certainty as to its cost in the short term and to reduce the year-on-year
impact of price fluctuations over the medium term. Fuel cost represents
approximately 9% of revenue (2024: 8%). At 31 December 2025 the Group is 82%
hedged for 2026 at an average price of 50.2p per litre; around 39% hedged for
2027 at an average price of 44.5p per litre; and around 16% hedged for 2028 at
an average price of 39.9p per litre. This compares to an average hedged price
in 2024 and 2025 of 51.6p per litre and 51.8p per litre respectively.
Return on capital employed
The return on capital employed at the end of the period was 18.3% (2024:
10.2%).
Dividend
An interim dividend has not been proposed for the current period (2024:
£nil).
Pensions
The Group's principal defined benefit pension scheme is in the UK. The
combined deficit under IAS 19 at 31 December 2025 was £3.8m (31 December
2024: £11.5m), with the IAS 19 deficit for the Group's main scheme in the UK
Bus division being £3.9m (31 December 2024: £11.3m).
Going concern
The Financial Statements have been prepared on a going concern basis as the
Directors are satisfied that the Group has adequate resources to continue in
operational existence for a period of not less than 12 months from the date of
approval of the financial statements. Details of the Board's assessment of the
Group's 'base case', 'reasonable worse case', and 'reverse stress tests' are
detailed in note 1 of the Financial Statements.
Risks and uncertainties
In the 2024 Annual Report and Accounts the Board sets out what it considers to
be the principal risks and uncertainties. Having subsequently reviewed these
again the Board considers them to remain relevant. The principal risks are
summarised below:
· Unprecedented external factors
· Adverse economic conditions affecting our speed of recovery
· Adverse political and policy environment affecting funding
· Regulatory landscape and ability to comply
· Climate changes (physical)
· Climate changes (transitional)
· Implications of new technology in our business model (ZEV
transformation)
· Competition and market dynamics in a digital world
· Shortages of drivers and frontline employees
· Industrial action
· Cyber attack
· Safety incidents, litigation and claims
· Credit/financing
· Attraction and retention of talent and succession planning
For a full summary of the Principal Risks and Uncertainties facing the Group,
please refer to the 2024 Annual Report and Accounts pages 44 to 51 at
https://www.mobicogroup.com/media/f1djgmn2/mobico-group-plc-annual-report-2024.pdf
Brian Egan
Group Chief Financial Officer
25 February 2026
Alternative performance measures
In the reporting of financial information, the Group has adopted various
Alternative Performance Measures ("APMs"). APMs should be considered in
addition to IFRS measurements. The Directors believe that these APMs assist in
providing useful information on the Adjusted performance of the Group, enhance
the comparability of information between reporting periods, and are used
internally by the Directors to measure the Group's performance. The key APMs
that the Group focuses on are as follows:
Measure Closest IFRS measure Definition and reconciliation Purpose
Adjusted EBITDA Operating profit(1) Adjusted Earnings Before Interest and Tax plus Depreciation and Amortisation. Adjusted EBITDA is used as a key measure to understand profit and cash
It is calculated by taking Adjusted Operating Profit and adding back generation before the impact of investments (such as capital expenditure and
depreciation, fixed asset grant amortisation, and share-based payments. working capital). It is also used to derive the Group's gearing ratio.
Gearing & Covenant EBITDA No direct Gearing is defined as the ratio of Covenant net debt to Covenant EBITDA over The gearing ratio is considered a key measure of balance sheet strength and
the last 12 months. Covenant EBITDA is calculated by making the following financial stability by which the Group and interested stakeholders assess its
equivalent amendments to Adjusted EBITDA (which is defined above): including any financial position.
pre-acquisition Adjusted EBITDA generated in that 12-month period by
businesses acquired by the Group during that period; the reversal of IFRS 16 Covenant EBITDA is used for the purpose of calculating he Group's two key bank
accounting; the exclusion of the profit or loss from associates; the exclusion covenant tests: being gearing and interest cover.
of the profit or loss attributable to minority interest; and the add back of
interest costs arising from the unwind of the discount on provisions.
Free cash flow Net cash generated from operating activities The cash flow equivalent of Adjusted Profit After Tax. Free cash flow allows us and external parties to evaluate the cash generated
by the Group's operations.
A reconciliation of Adjusted Operating Profit and net cash flow from operating
activities to free cash flow is set out in the supporting tables below.
Net maintenance No direct Comprises the purchase of property, plant and equipment and intangible assets, Net maintenance capital expenditure is a measure by which the Group and
capital expenditure
other than growth capital expenditure, less proceeds from their disposal. It interested stakeholders assesses the level of investment in new/existing
equivalent excludes capital expenditure arising from discontinued operations. It includes capital assets to maintain the Group's profit.
the capitalisation of leases initiated in the year in respect of existing
business.
A reconciliation of capital expenditure in the statutory cash flow statement
to net maintenance capital expenditure (as presented in the Group Chief
Financial Officer's Report) is set out in the supporting tables below.
Growth capital expenditure No direct Growth capital expenditure represents the cash investment in new or nascent Growth capital expenditure is a measure by which the Group and interested
parts of the business, including new contracts and concessions, which drive stakeholders assesses the level of capital investment in new capital assets to
equivalent enhanced profit growth. It includes the capitalisation of leases initiated in drive profit growth.
the year in respect of new business.
Adjusted net debt Borrowings less cash and related hedges Cash and cash equivalents (cash overnight deposits, other short-term deposits) Net debt is the measure by which the Group and interested stakeholders assess
and other debt receivables, offset by borrowings (loan notes, bank loans and its level of overall indebtedness.
finance lease obligations) and other debt payable (excluding accrued
interest).
The components of adjusted net debt as they reconcile to the primary financial
statements and notes to the accounts is disclosed in note 16.
Covenant net debt Borrowings less cash and related hedges Adjusted net debt adjusted for certain items agreed with the Group's lenders Covenant net debt is the measure that is applicable in the covenant gearing
as being excluded for the purposes of calculating Net Debt for covenant test.
assessment. The adjustments principally comprise the exclusion of IFRS 16
liabilities, the exclusion of amounts owing under arrangements to factor
advance subsidy payments, the add back of trapped cash, and an adjustment to
retranslate any borrowing denominated in foreign currency to the average
foreign currency exchange rates over the preceding 12 months.
Adjusted Revenue Revenue Statutory revenue excluding Adjusting items (as described below), and can be Adjusted Revenue allows for ongoing trends and performance of the Group to be
found on the face of the Group Income Statement in the first column. measured by the Directors, management and interested stakeholders.
Adjusted Operating Profit Operating profit(1) Statutory operating profit excluding Adjusting items (as described below), and Adjusted Operating Profit allows for ongoing trends and performance of the
can be found on the face of the Group Income Statement in the first column. Group to be measured by the Directors, management and interested stakeholders.
Adjusting Items No direct equivalent Adjusting items are items that are considered significant in nature and value, Treatment as an Adjusting item provides users of the accounts with additional
not in the normal course of business, or are consistent with items that were useful information to assess the year-on-year trading performance of the
treated as Adjusting items in prior periods. Group.
Adjusted Operating Margin Operating profit(1) divided by revenue Adjusted Operating Profit/(Loss) divided by revenue Adjusted Operating Margin is a measure used to assess and compare
profitability. It also allows for ongoing trends and performance of the Group
to be measured by the Directors, management and interested stakeholders.
Adjusted Profit Before Tax Profit before tax Statutory profit before tax excluding Adjusting Items can be found on the face Adjusted Profit before tax allows a view of the profit before tax after taking
of the Group Income Statement in the first column. account of the Adjusting items.
Return on capital employed (ROCE) Operating profit(1) and net assets Adjusted Operating Profit divided by average capital employed. Capital ROCE gives an indication of the Group's capital efficiency.
employed is net assets excluding Net Debt and derivative financial
instruments, and for the purposes of this calculation is translated using
average exchange rates.
The calculation of ROCE is set out in the reconciliation tables below.
(1 ) Operating profit is presented on the Group income statement. It is not
defined per IFRS, however is a generally accepted profit measure.
( )
Supporting reconciliations
Reconciliation of net cash flow from operating activities to free cash flow 12 months to 31 December 2025 12 months to 31 December 2024
£m £m
Net cash flow from operating activities 109.6 259.0
Cash expenditure in respect of adjusting items 118.7 99.2
Net maintenance capital expenditure (155.6) (157.8)
Other non-cash movements (2.4) (2.0)
Profit on disposal of fixed assets 7.0 11.8
Free cash flow 77.3 210.2
Reconciliation of capital expenditure in statutory cash flow to funds flow 12 months 12 months
to 31 December 2025 to 31 December 2024
£m £m
Purchase of property, plant and equipment (169.3) (195.6)
Proceeds from disposal of property, plant and equipment 10.4 47.4
Payments to acquire intangible assets (6.3) (6.4)
Proceeds from disposal of intangible assets 2.1 3.6
Net capital expenditure in statutory cash flow statement (163.1) (151.0)
Profit on disposal of fixed assets (7.0) (11.8)
Capitalisation of leases initiated in the year, less disposals (54.9) (54.3)
Net capital expenditure in the funds flow (presented in the Group Chief (225.0) (217.1)
Financial Officer's Report)
Split as:
Net maintenance capital expenditure (155.6) (157.8)
Growth capital expenditure (69.4) (59.3)
Reconciliation of ROCE 12 months (Restated)
to 31 December 2025 12 months
£m
To 31 December 2024(1)
£m
Group statutory operating profit/(loss) from continuing operations 21.9 34.0
Add back: adjusting items from continuing operations 176.1 147.1
Add back: Adjusted Operating Profit from discontinued operations 13.0 5.7
Return - Adjusted Group Operating Profit from continuing & discontinued 211.0 186.8
operations
Average net assets (3.4) 614.9
Average net debt 1,139.1 1,202.1
Average derivatives, excluding amounts within net debt 21.9 21.3
Foreign exchange adjustment (2.9) (2.3)
Average capital employed 1,154.7 1,836.0
Return on capital employed 18.3% 10.2%
(1) Restated for a German Rail prior year restatement and to represent prior
periods for discontinued operations, see notes 1 & 8 in the Financial
Statements for further information. Note whilst the inputs to the calculation
have changed as a result of the restatement, the Return on capital employed of
10.2% remains the same as originally reported.
Reconciliation of depreciation and other non-cash items 12 months to 31 December 2025 12 months to 31 December 2024
£m
£m
Depreciation charge 146.1 213.4
Amortisation charge (excluding amortisation from intangibles from acquired 23.2 22.5
businesses)
Share-based payments 5.4 4.6
Amortisation of fixed asset grants (3.8) (2.0)
Depreciation and other non-cash items 170.9 238.5
Directors' Responsibility Statement
Directors confirm that, to the best of their knowledge:
· the condensed financial statements of the Company have been
prepared in accordance with IAS 34; and
· the interim management report of the Company includes:
o a fair review of important events during the first twelve months of the
financial year and their impact on the condensed financial statements and a
description of the principal risks and uncertainties for the remaining three
months of the financial year, as required by DTR 4.2.7R; and
o a fair review of related party transactions and changes therein, as
required by DTR 4.2.8R.
On behalf of the Board
Phil
White
Brian Egan
Group Executive
Chairman
Group Chief Financial Officer
25 February 2026
MOBICO GROUP PLC
CONDENSED GROUP INCOME STATEMENT
For the 12 months ended 31 December 2025
12 months to 31 December (unaudited)
Note Adjusted result Adjusting Total (Restated) (Restated)
2025 items 2025 Adjusted result (Restated) Adjusting Total
£m (note 5) £m 2024(1) items 2024(1)
2025 £m (note 5) £m
£m 2024(1)
£m
Continuing operations
Revenue 3 2,759.8 (21.7) 2,738.1 2,597.5 - 2,597.5
Operating costs (2,561.8) (154.4) (2,716.2) (2,416.4) (147.1) (2,563.5)
Group operating profit/(loss) 3 198.0 (176.1) 21.9 181.1 (147.1) 34.0
Share of results from associates - - - (0.3) - (0.3)
Finance income 4 5.0 - 5.0 2.2 - 2.2
Finance costs 4 (80.7) (4.7) (85.4) (79.3) (2.8) (82.1)
Profit/(loss) before tax 122.3 (180.8) (58.5) 103.7 (149.9) (46.2)
Tax (charge)/credit 6 (45.2) 14.8 (30.4) (50.8) (40.9) (91.7)
Profit/(loss) for the period from continuing operations 77.1 (166.0) (88.9) 52.9 (190.8) (137.9)
Profit/(loss) for the period from discontinued operations 8 1.7 (200.1) (198.4) 6.0 (662.7) (656.7)
Profit/(loss) for the period 78.8 (366.1) (287.3) 58.9 (853.5) (794.6)
Profit/(loss) attributable to equity shareholders 71.8 (366.1) (294.3) 49.9 (853.5) (803.6)
Profit attributable to non-controlling interests 7.0 - 7.0 9.0 - 9.0
78.8 (366.1) (287.3) 58.9 (853.5) (794.6)
Earnings per share: 9
Earnings per share from continuing operations
- basic earnings per share (19.2)p (27.6)p
- diluted earnings per share (19.2)p (27.6)p
Earnings per share from continuing and discontinued operations
- basic earnings per share (51.8)p (135.0)p
- diluted earnings per share (51.8)p (135.0)p
( )
( )
( )
( )
( )
(1) The results for the year to 31 December 2024 have been restated to
represent prior periods for discontinued operations and German Rail prior year
restatement; see notes 1 & 8 respectively for further information.
MOBICO GROUP PLC
CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME
For the 12 months ended 31 December 2025
Note
Unaudited Unaudited
12 months to (Restated)
31 December Year to
2025 31 December
£m 2024(1)
£m
Loss for the period (287.3) (794.6)
Items that will not be reclassified subsequently to profit or loss:
Actuarial (losses)/gains on defined benefit pension plans (0.8) 11.2
Deferred tax credit/(charge) on actuarial losses/(gains) 0.2 (2.8)
Gains on financial assets at fair value through Other Comprehensive Income - 9.1
(0.6) 17.5
Items that may be reclassified subsequently to profit or loss:
Exchange differences on retranslation of foreign operations 7.5 (30.8)
Exchange differences on retranslation of non-controlling interests 2.1 (1.5)
(Losses)/gains on net investment hedges (16.7) 21.3
(Losses)/gains on cash flow hedges (24.5) 3.8
Cost of hedging 0.1 0.2
Hedging losses/(gains) reclassified to Income Statement 4.2 (1.6)
Deferred tax charge on foreign exchange differences - (0.5)
Deferred tax charge on cash flow hedges - (0.7)
Net investment hedges recycled to the income statement on disposal of 8 (1.8) -
subsidiary
Foreign exchange reclassified to income statement on disposal of subsidiary 8 (87.3) -
(116.4) (9.8)
Other comprehensive (expense)/income for the period (117.0) 7.7
Total comprehensive expense for the period (404.3) (786.9)
Total comprehensive (expenditure)/income attributable to:
Equity shareholders (413.4) (794.4)
Non-controlling interests 9.1 7.5
(404.3) (786.9)
(1) Restated for German Rail prior year restatement, see note 1 for further
information. (
)
MOBICO GROUP PLC
CONDENSED GROUP BALANCE SHEET
At 31 December
2025
Note Unaudited Unaudited Unaudited
31 December (Restated) (Restated)
2025 31 December 31 December
£m 2024(1) 2023(1)
£m £m
Non-current assets
Intangible assets 938.3 986.2 1,551.8
Property, plant and equipment 12 723.4 1,193.6 1,164.5
Derivative financial instruments 13 - 0.2 0.1
Financial assets at fair value though Other Comprehensive Income 8.6 25.0 15.2
Investments accounted for using the equity method 3.6 6.5 11.1
Other non-current receivables 109.7 155.2 139.1
Finance lease receivable 14.2 14.8 6.5
Deferred tax assets - - 164.4
Defined benefit pension assets 14 0.1 0.1 0.2
Total non-current assets 1,797.9 2,381.6 3,052.9
Current assets
Inventories 18.6 34.0 33.7
Trade and other receivables 494.1 547.5 573.1
Finance lease receivable 4.4 3.2 2.7
Derivative financial instruments 13 2.0 12.6 11.1
Current tax assets 0.4 0.6 12.4
Cash and cash equivalents 10 406.8 244.5 356.3
Assets held for resale - - 18.2
Total current assets 926.3 842.4 1,007.5
Total assets 2,724.2 3,224.0 4,060.4
Non-current liabilities
Borrowings (1,229.7) (1,258.8) (1,290.6)
Derivative financial instruments 13 (10.0) (3.4) (15.3)
Deferred tax liabilities (47.8) (46.8) (46.8)
Other non-current liabilities (121.3) (116.9) (115.2)
Defined benefit pension liabilities 14 (3.9) (11.6) (32.8)
Provisions (198.8) (172.2) (158.2)
Total non-current liabilities (1,611.5) (1,609.7) (1,658.9)
Current liabilities
Trade and other payables (887.7) (1,032.5) (963.9)
Borrowings (278.8) (208.9) (271.2)
Derivative financial instruments 13 (16.2) (44.7) (31.6)
Current tax liabilities (10.9) (9.5) -
Provisions (129.0) (115.8) (108.3)
Total current liabilities (1,322.6) (1,411.4) (1,375.0)
Total liabilities (2,934.1) (3,021.1) (3,033.9)
Net (liabilities)/assets (209.9) 202.9 1,026.5
Shareholders' equity
Share capital 30.7 30.7 30.7
Share premium 533.6 533.6 533.6
Own shares (2.9) (4.3) (3.6)
Hybrid reserve 513.0 513.0 513.0
Other reserves 281.3 397.5 397.6
Retained earnings (1,612.0) (1,303.7) (475.0)
Total shareholders' equity (256.3) 166.8 996.3
Non-controlling interest in equity 46.4 36.1 30.2
Total equity (209.9) 202.9 1,026.5
(1) Restated for German Rail prior year restatement, see note 1 for further
information.
MOBICO GROUP PLC
CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY
For the 12 months ended 31 December 2025
Share Share Own Hybrid Other Retained Total Non- Total equity
reserve
Unaudited capital premium shares
£m Reserves earnings £m controlling £m
£m £m £m £m £m interests
£m
At 1 January 2025 30.7 533.6 (4.3) 513.0 397.5 (1,303.7) 166.8 36.1 202.9
(Loss)/profit for the period - - - - - (294.3) (294.3) 7.0 (287.3)
Other comprehensive (expense)/income for the period - - - - (127.5) 8.4 (119.1) 2.1 (117.0)
Total comprehensive(expense)/income - - - - (127.5) (285.9) (413.4) 9.1 (404.3)
Shares purchased - - (1.7) - - - (1.7) - (1.7)
Own shares released to equity employee share schemes - - 3.1 - - (3.1) - - -
Share-based payments - - - - - 5.4 5.4 - 5.4
Deferred tax charge on share-based payments - - - - - (1.6) (1.6) - (1.6)
Accrued payments on hybrid instrument - - - 21.3 - (21.3) - - -
Payments on hybrid instrument - - - (21.3) - - (21.3) - (21.3)
Hedging gains and losses and costs of hedging transferred to the cost of - - - - 11.3 - 11.3 - 11.3
inventory
Purchase of subsidiary shares from non-controlling interest - - - - - (1.8) (1.8) 3.2 1.4
Dividends to non-controlling interests - - - - - - - (2.9) (2.9)
Contributions from non-controlling interests - - - - - - - 0.9 0.9
At 31 December 2025 30.7 533.6 (2.9) 513.0 281.3 (1,612.0) (256.3) 46.4 (209.9)
Share Share Own Hybrid (Restated) (Restated) (Restated) Non- (Restated)
reserve
Unaudited capital premium shares
£m Other Retained Total(1) controlling Total
£m £m £m Reserves(1) Earnings(1) £m interests equity(1)
£m £m £m £m
At 1 January 2024 (Restated)(1) 30.7 533.6 (3.6) 513.0 397.6 (475.0) 996.3 30.2 1,026.5
(Loss)/profit for the period - - - - - (803.6) (803.6) 9.0 (794.6)
Other comprehensive income/(expense) for the period - - - - 0.8 8.4 9.2 (1.5) 7.7
Total comprehensive(expense)/income - - - - 0.8 (795.2) (794.4) 7.5 (786.9)
Shares purchased - - (2.2) - - - (2.2) - (2.2)
Own shares released to equity employee share schemes - - 1.5 - - (1.5) - - -
Share-based payments - - - - - 4.6 4.6 - 4.6
Deferred tax credit on share-based payments - - - - - 0.1 0.1 - 0.1
Accrued payments on hybrid instrument - - - 21.3 - (21.3) - - -
Payments on hybrid instrument - - - (21.3) - - (21.3) - (21.3)
Deferred tax charge on hybrid bond payments - - - - - (15.4) (15.4) - (15.4)
Hedging gains and losses and costs of hedging transferred to the cost of - - - - (0.9) - (0.9) - (0.9)
inventory
Dividends to non-controlling interests - - - - - - - (1.6) (1.6)
At 31 December 2024 30.7 533.6 (4.3) 513.0 397.5 (1,303.7) 166.8 36.1 202.9
(1) Restated for German Rail prior year restatement, see note 1 for further
information.
MOBICO GROUP PLC
CONDENSED GROUP STATEMENT OF CASH FLOWS
For the 12 months ended 31 December 2025
Note Unaudited Unaudited
12 months Year to
to 31 December 31 December
2025 2024
£m £m
Cash generated from operations 17 221.4 355.5
Corporate income tax paid (37.2) (15.0)
Interest paid (78.1) (82.5)
Interest received 3.5 1.0
Net cash flow from operating activities 109.6 259.0
Cash flows from investing activities
Payments to acquire businesses, net of cash acquired 15 (1.2) (29.2)
Deferred consideration for businesses acquired 15 (12.8) (16.2)
Proceeds on disposal of subsidiaries, net of cash disposed 8 209.0 -
Purchase of property, plant and equipment (169.3) (195.6)
Proceeds from disposal of property, plant and equipment 10.4 47.4
Payments to acquire intangible assets (6.3) (6.4)
Proceeds from disposal of intangible assets 2.1 3.6
Payments to settle net investment hedge derivative contracts (19.8) (9.2)
Receipts on settlement of net investment hedge derivative contracts 26.0 8.3
Receipts relating to joint ventures and associates 0.9 7.3
Proceeds from disposal of financial asset at fair value through other 16.6 -
comprehensive income
Net cash flow from investing activities 55.6 (190.0)
Cash flows from financing activities
Dividends paid to holders of hybrid instrument (21.3) (21.3)
Principal lease payments (54.6) (64.5)
Principal lease receipts 4.0 3.8
Increase in borrowings 84.9 121.1
Repayment of borrowings (116.8) (182.7)
Transaction costs relating to new borrowings - (0.3)
Payments to settle foreign exchange forward contracts (34.0) (29.7)
Receipts on settlement of foreign exchange forward contracts 57.7 20.4
Purchase of own shares (1.7) (2.2)
Acquisition of non-controlling interests (8.7) -
Dividends paid to non-controlling interests (2.9) (1.6)
Net cash flow from financing activities (93.4) (157.0)
Increase/(decrease) in net cash and cash equivalents 71.8 (88.0)
Opening net cash and cash equivalents 203.1 293.7
Increase/(decrease) in net cash and cash equivalents 71.8 (88.0)
Foreign exchange (9.5) (2.6)
Closing net cash and cash equivalents 10 265.4 203.1
( )
Cash flows from discontinued operations are included within the Consolidated
Group Statement of Cash Flows, with the amounts relating to discontinued
operations disclosed within note 8.
MOBICO GROUP PLC
NOTES TO THE CONDENSED SET OF FINANCIAL STATEMENTS
For the 12 months ended 31 December 2025
1. General information
Basis of preparation
The condensed interim Financial Statements have been prepared in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority and with International Accounting Standards 34 'Interim
Financial Reporting' as issued by the International Accounting Standards
Board. It should be read in conjunction with the Annual Report and Accounts
for the year ended 31 December 2024, which were prepared in accordance with
applicable law and International Financial Reporting Standards as issued by
the International Accounting Standards Board.
On 26 November 2025 the Group announced that its accounting reference date and
financial year will be changed to 31 March. The Group will therefore prepare
its next Annual Report and Accounts for the 15 month period ending 31 March
2026. The change was made to allow the Group sufficient time to prepare the
financial statements and for the Group's new auditor, KPMG LLP, sufficient
time to complete the audit.
These condensed interim Financial Statements for the 12 months ended 31
December 2025 do not comprise statutory accounts within the meaning of section
434 of the Companies Act 2006. Statutory accounts for the year ended 31
December 2024 were approved by the Board of Directors on 28 April 2025 and
delivered to the Registrar of Companies. The report of the auditors on those
accounts was unqualified, did not contain an emphasis of matter paragraph and
did not contain any statement under Section 498 of the Companies Act 2006.
Figures for the year ended 31 December 2024 have been initially extracted from
the Group's Annual Report and Accounts for the year ended 31 December 2024 but
have been restated for discontinued operations and German Rail prior year
restatement; see notes 1 and 8 for further information. These interim results
are unaudited.
Going concern
The financial statements have been prepared on a going concern basis. In
adopting this basis, the Directors have considered the Group's business
activities, principal risks and uncertainties, exposure to macroeconomic
conditions, financial position, covenant compliance, liquidity and borrowing
facilities.
The Group continues to maintain a strong liquidity position, with £0.9bn in
cash and undrawn committed facilities available to it as of 31 December 2025
and total committed facilities of £1.9bn at this date. The going concern
review covers the period up to February 2027 (12 months from the date of these
interim financial statements). There is no expiry of these facilities within
the going concern outlook period to February 2027; with the first upcoming
maturity being the Private Placements totalling £231.2m which are due to
mature in May and June 2027. For prudence, the Group has modelled a
continuation of the going concern assessment out to December 2027 and
concluded that significant liquidity headroom would remain in the event that
these facilities are not renewed. The Group has positive relationships and
regular dialogue with its lenders. Certain of the Group's borrowings are
subject to covenant tests on gearing and interest cover on a bi-annual basis.
A gearing covenant whereby Covenant net debt must be no more than 3.5x
Covenant EBITDA and an interest covenant whereby Covenant EBITDA must be at
least 3.5x interest expense apply to the Group. Each input is subject to
certain adjustments from reported to covenant measure as defined in the
facility agreements, principally for presentation on a pre-IFRS 16 basis.
2025 has been another year of positive change across the Group, with each of
the businesses at different stages of structural improvement or growth. The
underlying momentum in demand for low emission and mass transit solutions is
likely to provide long term structural support to many of our key markets. At
the same time, the Group continues to focus on its Simplify for Success
programme that is delivering tangible operational improvements and cost
savings. Furthermore the sale of the capital-intensive School Bus business and
the loss-making National Express Transport Solutions (NXTS) business during
the year has created additional capacity for deleverage and profitable growth.
The base case projections, which cover the period to February 2027, assume:
· Continued strong trading outlook in ALSA, with its Long Haul and
Regional businesses continuing to benefit from strong underlying passenger
demand and the continuation of government subsidised travel schemes with the
implementation in January 2026 of a new scheme in Spain offering a single
transport pass providing unlimited nationwide travel for €60 a month (€30
for under 26 year olds);
· Continued financial performance recovery across other divisions
including operational improvements in key contracts in WeDriveU and
significant improvements in Germany driven by contracts returning to full
mileage and reduced penalties, enabled by reduced driver shortages; and assume
the conclusion of PTA contract settlement discussions.
· The base case also assumes the continuation and advancement of
targeted cost saving initiatives through the Simplify for Success programme,
which has delivered savings in 2025.
The reasonable worst case ("RWC") has been formed on a consistent basis with
the assessment at 31 December 2024. In summary, the downside risks modelled
are all correlated with the Group's principal risks. The downsides modelled
include, but are not limited to:
1. Reduced passenger demand adversely affecting revenues in those lines of
business without passenger revenue protection
2. Fewer new contract wins and increased competition from other operators and
modes of transport
3. Higher wage inflation on the cost base, with none of this being able to be
passed on to customers
4. A material delay in realising cost saving and revenue improvement
initiatives
In addition to these wider downside themes described above, we have modelled
downsides on the impact of potential systems failures and cyber-attacks,
serious safety incidents, periods of non-service due to climate change and
adverse weather conditions.
These downsides have been modelled for each division in turn, taking into
account the current economic situation in each market, including the relative
labour market and inflation dynamics between geographies.
Against this severe but plausible downside scenario, we apply cost saving
mitigations which would be within our control and which could be reasonably
enacted without material short term damage to the business. The quantum and
nature of these mitigations is broadly consistent with those assumed in prior
years' assessments and include but are not limited to:
1. Reduced discretionary spending across Travel & Accommodation,
Advertising & Marketing, Training & Development and Legal &
Professional fees which is more than achievable as demonstrated during the
Covid pandemic.
2. The removal of any planned annual discretionary bonuses.
In addition to the base case and RWC scenarios, the Directors have reviewed
reverse stress tests, in which the Group has assessed the set of circumstances
that would be necessary for the Group to either breach the limits of its
borrowing facilities or breach any of the covenant tests.
In applying a reverse stress test to liquidity the Directors have concluded
that the set of circumstances required to exhaust it are so extreme as to be
considered clearly remote. As ever, covenants that include EBITDA as a
component are more sensitive to reverse stress testing; the Directors have
therefore conducted in-depth stress testing on all covenant tests through to
December 2027. In doing so, the Directors have considered all cost mitigations
that would be within their control if faced with another short-term material
EBITDA reduction and no lender support to amend or waive EBITDA-related
covenants. Stress tests on both reduced passenger demand and higher
irrecoverable cost inflation have been modelled. Taking this into account the
Directors concluded that the probability was remote that circumstances arise
that cause covenants to be breached.
A stress test on the interest cover covenant has also been performed. We
consider the possibility remote that the EBITDA headroom against the interest
cover covenant could be exhausted within the next 12 months. The Directors
again conclude that the probability was remote that such circumstances could
arise that could cause covenants to be breached.
The Directors have reviewed the base case and RWC projections and in both
scenarios the Group has a strong liquidity position over the next 12 months
and sufficient headroom on all of its covenant tests. In conclusion, the
Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for a period of at least 12 months from
the date of approval of the Financial Statements. For this reason, they
continue to adopt the going concern basis in preparing the Financial
Statements for the 12 months ended 31 December 2025.
Accounting policies
The accounting policies adopted in the preparation of the interim condensed
Consolidated Financial Statements are consistent with those followed in the
preparation of the Group's 2024 Annual Report and Accounts, except for the
adoption of new standards effective as of 1 January 2025; these are listed
below and did not have an impact on the interim condensed Consolidated
Financial Statements of the Group.
· Lack of Exchangeability - Amendments to IAS 21
Taxes on income in the interim periods are accrued using the tax rates that
are expected to apply to total annual earnings.
Adjusted profit, after 'adjusting items'
The Group Income Statement has been presented in a columnar format to enable
users of the Financial Statements to view the adjusted results of the Group.
The Group's policy is to adjust for items that are considered significant in
nature and value or not in the normal course of business, or are consistent
with items that were treated as adjusting in prior periods. Treatment as
adjusting items provides users of the accounts with additional useful
information to assess the year-on-year trading performance of the Group. The
adjusted profit measures are not recognised profit measures under IFRS and may
not be directly comparable with adjusted profit measures used by other
companies. Further details relating to adjusting items are provided in note 5.
Prior year restatement
During the preparation of the financial statements for the 12-month period
ending 31 December 2025, an error was identified in the German Rail division,
in relation to the calculation of revenue recognition under the Rhine-Munster
Express (RME) contract as well as an understated accrual balance, as further
described below.
Subsidy revenue under the RME contract under IFRS 15 is recognised over the
life of the contract, by using the input method to measure progress against
the performance obligation. The amount of subsidy revenue recognised in each
period is a proportion of the total subsidy revenue to be earned over the term
of the contract, and is based on a percentage of completion, applying net
costs (passenger revenue less costs) incurred as a proportion of total
expected net costs, which is what the subsidy is intended to compensate for.
The calculation of total expected net costs over the life of the contract have
been underestimated in relation to train maintenance works. Specifically, the
contractual requirements for maintenance levels at handback (being the end of
the contract in 2030) were materially underestimated. This error existed at
both 31 December 2023 and 31 December 2024. Whilst these maintenance costs
will not need to be incurred by the Group until near the end of the contract,
their omission from the total expected net costs calculation materially
affects the cumulative revenue recognition that should have been recognised to
date and therefore the value of the IFRS 15 contract asset on the balance
sheet.
In addition, an exercise to review the German Rail divisional balance sheet
during the year has highlighted an understatement of an accrual, which also
relates to the RME contract pertaining to train maintenance costs. While the
impact on the prior year is not material for the Group accounts individually,
the Directors have elected to include in the restatement of prior year
balances; particularly as this error also has an impact on the calculation of
revenue recognition under IFRS 15, which has been reflected as part of the
prior year restatement.
The financial effect of the restatement is set out below.
The effect of the restatement as at 31 December 2023 is:
• A decrease in the IFRS 15 contract asset (within other non-current
receivables) of £14.7m
• An increase in accruals (within current trade and other payables) of
£3.3m
• A total impact on balance sheet net assets of (£18.0m)
The effect of the restatement on the year ending 31 December 2024 and as at 31
December 2024 is:
• A decrease in the IFRS 15 contract asset (within other non-current
receivables) of £14.5m
• An increase in accruals (within current trade and other payables) of
£3.5m
• An in-year income statement impact of £0.8m
• A total impact on balance sheet net assets of (£18.0m)
There is no tax impact of the restatement.
Note that the Income Statement also reflects the impact of discontinued
operations (see note 8).
INCOME STATEMENT 31 December 2024 31 December 2024
(Reported) (Restated)
Adjusted result Adjusting items Total Adjusted result Adjusting items Total
Continuing operations £m £m £m £m £m £m
Revenue 3,412.4 - 3,412.4 2,597.5 - 2,597.5
Operating costs (3,224.7) (707.6) (3,932.3) (2,416.4) (147.1) (2,563.5)
Group operating profit/(loss) 187.7 (707.6) (519.9) 181.1 (147.1) 34.0
Share of results from associates 3.2 - 3.2 (0.3) - (0.3)
Finance income 2.4 - 2.4 2.2 - 2.2
Finance costs (92.2) (2.8) (95.0) (79.3) (2.8) (82.1)
Profit/(loss) before tax 101.1 (710.4) (609.3) 103.7 (149.9) (46.2)
Tax charge (41.4) (143.1) (184.5) (50.8) (40.9) (91.7)
Profit/(loss) for the period from continuing operations 59.7 (853.5) (793.8) 52.9 (190.8) (137.9)
Profit/(loss) for the period from discontinued operations - - - 6.0 (662.7) (656.7)
Profit/(loss) for the year 59.7 (853.5) (793.8) 58.9 (853.5) (794.6)
Profit/(loss) attributable to equity shareholders 50.7 (853.5) (802.8) 49.9 (853.5) (803.6)
Profit attributable to non-controlling interests 9.0 - 9.0 9.0 - 9.0
Basic EPS from continuing and discontinued operations (134.8)p (135.0)p
Diluted EPS from continuing and discontinued operations (134.8)p (135.0)p
STATEMENT OF COMPREHENSIVE INCOME Reported 31 December Restated 31 December
2024 Adjustment £m 2024
£m £m
Loss for the year (793.8) (0.8) (794.6)
Exchange differences on retranslation of foreign operations (31.6) 0.8 (30.8)
Other comprehensive income for the period 6.9 0.8 7.7
Total comprehensive expense for the period (786.9) - (786.9)
Total comprehensive (expense)/income attributable to:
Equity shareholders (794.4) - (794.4)
Non-controlling interests 7.5 - 7.5
(786.9) - (786.9)
Reported 31 December 2024 Adjustment £m Restated 31 December 2024 Reported 31 December Restated 31 December
£m £m 2023 Adjustment £m 2023
BALANCE SHEET £m £m
Other non-current receivables 169.7 (14.5) 155.2 153.8 (14.7) 139.1
Total non-current assets 2,396.1 (14.5) 2,381.6 3,067.6 (14.7) 3,052.9
Total assets 3,238.5 (14.5) 3,224.0 4,075.1 (14.7) 4,060.4
Trade and other payables (1,029.0) (3.5) (1,032.5) (960.6) (3.3) (963.9)
Total current liabilities (1,407.9) (3.5) (1,411.4) (1,371.7) (3.3) (1,375.0)
Total liabilities (3,017.6) (3.5) (3,021.1) (3,030.6) (3.3) (3,033.9)
Net assets 220.9 (18.0) 202.9 1,044.5 (18.0) 1,026.5
Retained earnings (1,284.9) (18.8) (1,303.7) (457.0) (18.0) (475.0)
Other reserves 396.7 0.8 397.5 397.6 - 397.6
Total shareholders' equity 184.8 (18.0) 166.8 1,014.3 (18.0) 996.3
Total equity 220.9 (18.0) 202.9 1,044.5 (18.0) 1,026.5
STATEMENT OF CHANGES IN EQUITY 31 December 2024 31 December 2024
(Reported) (Restated)
Other reserves Retained earnings Total Total equity Other reserves Retained earnings Total Total equity
£m £m £m £m £m £m £m £m
At 1 January 2024 397.6 (435.5) 1,035.8 1,066.0 397.6 (475.0) 996.3 1,026.5
Loss for the year - (802.8) (802.8) (793.8) - (803.6) (803.6) (794.6)
Other comprehensive income for the period - 8.4 8.4 6.9 0.8 8.4 9.2 7.7
Total comprehensive (expense)/income - (794.4) (794.4) (786.9) 0.8 (795.2) (794.4) (786.9)
At 31 December 2024 396.7 (1,284.9) 184.8 220.9 397.5 (1,303.7) 166.8 202.9
As there was no impact on cash and cash equivalents, the Statement of Cash
Flows has not been re-presented.
Critical accounting judgements and key sources of estimation uncertainty
The critical accounting judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty were the
same as those described in the Group's Annual Report and Accounts for the year
ended 31 December 2024.
2. Exchange rates
The most significant exchange rates to UK Sterling for the Group are as
follows:
12 months to 31 December
2025 2025 2024 2024
Closing rate Average rate Closing rate Average rate
US dollar 1.35 1.32 1.25 1.28
Canadian dollar 1.85 1.84 1.80 1.75
Euro 1.15 1.17 1.21 1.18
Moroccan dirham 12.29 12.31 12.66 12.70
If the results for the 12 months to 31 December 2024 had been retranslated at
the average exchange rates for the period to 31 December 2025, WeDriveU would
have achieved an adjusted operating profit of £28.4m on revenue of £399.8m
compared to adjusted operating profit of £29.3m on revenue of £412.7m as
reported; ALSA would have achieved an adjusted operating profit of £188.3m on
revenue of £1,343.3m, compared to adjusted operating profit of £186.1m on
revenue of £1,327.6m as reported; and German Rail would have achieved an
adjusted operating loss of £9.4m on revenue of £259.5m compared to adjusted
operating loss of £10.1m on revenue of £256.0m as reported.
3. Segmental analysis
The Group's reportable segments have been determined based on reports issued
to, and reviewed by, the Group Executive Committee and are organised in
accordance with the geographical regions in which they operate and nature of
services that they provide. Management considers the Group Executive Committee
to be the chief decision-making body for deciding how to allocate resources
and for assessing operating performance.
As the North America School Bus business has now been classified as a
discontinued operation (see note 8); WeDriveU is now a separate reportable
segment. The prior period analysis within this note has also been represented.
Segmental performance is evaluated based on operating profit or loss and is
measured consistently with operating profit or loss in the Consolidated
Financial Statements. Group financing activities and income taxes are managed
on a group basis and are not allocated to reportable segments.
Central functions is not a reportable segment but has been included in the
segmental analysis for transparency and to enable a reconciliation to the
consolidated Group.
Revenue is disaggregated by reportable segment, class and type of service as
follows:
12 months to 31 December 2025
Analysis by class and reportable segment Contract Passenger Grants and Private hire Other Total
revenues revenues subsidies £m revenues £m
£m £m £m £m
UK 25.0 480.5 47.6 1.3 32.5 586.9
German Rail - 63.6 188.0 - 0.8 252.4
ALSA 288.5 795.2 187.9 110.4 84.6 1,466.6
WeDriveU 421.5 - - - 10.7 432.2
Total revenue from continuing operations 735.0 1,339.3 423.5 111.7 128.6 2,738.1
Analysis by major service type
Passenger transport 735.0 1,339.3 423.5 111.7 23.0 2,632.5
Other products and services - - - - 105.6 105.6
Total revenue from continuing operations 735.0 1,339.3 423.5 111.7 128.6 2,738.1
There have been no material amounts of revenue recognised in the year that
relate to performance obligations satisfied or partially satisfied in previous
years. Revenue received where the performance obligation will be fulfilled in
the future is classified as deferred income or contract liabilities.
There are no material inter-segment sales between reportable segments.
Prior year revenue is disaggregated by reportable segment, class and type of
service as follows:
12 months to 31 December 2024(1)
Analysis by class and reportable segment Contract Passenger Grants and Private hire Other Total
revenues revenues subsidies £m revenues £m
£m £m £m £m
UK 34.4 496.2 37.4 4.3 28.9 601.2
German Rail - 38.5 218.1 - (0.6) 256.0
ALSA 273.4 717.5 171.7 89.6 75.4 1,327.6
WeDriveU 399.6 - - 13.1 412.7
Total revenue from continuing operations 707.4 1,252.2 427.2 93.9 116.8 2,597.5
Analysis by major service type
Passenger transport 707.4 1,252.2 427.2 93.9 17.5 2,498.2
Other products and services - - - - 99.3 99.3
Total revenue from continuing operations 707.4 1,252.2 427.2 93.9 116.8 2,597.5
(1) Restated to represent prior period for discontinued operations and for
German Rail prior year restatement, see notes 1 & 8 respectively for
further information.
Operating profit/(loss) is analysed by reportable segment as follows:
12 months to 31 December
Adjusted result Adjusting items Segment (Restated) (Restated) (Restated)
2025 2025 result Adjusted result Adjusting items Segment
£m £m 2025 2024(1) 2024(1) result
£m £m £m 2024(1)
£m
UK (4.6) (12.6) (17.2) 9.7 (17.3) (7.6)
German Rail 6.6 (1.6) 5.0 (10.1) (87.5) (97.6)
ALSA 212.0 (43.4) 168.6 186.1 (9.2) 176.9
WeDriveU 20.2 (56.7) (36.5) 29.3 (10.8) 18.5
Central functions (36.2) (61.8) (98.0) (33.9) (22.3) (56.2)
Operating profit/(loss) from continuing operations 198.0 (176.1) 21.9 181.1 (147.1) 34.0
Share of results from associates - (0.3)
Net finance costs (80.4) (79.9)
Loss before tax for the period from continuing operations (58.5) (46.2)
(1) The results for the 12 months to 31 December 2024 have been restated for
to represent prior periods for discontinued operations and German Rail prior
year restatement; see notes 1 & 8 respectively for further information.
Segmental results for current year shown before internal management
recharges on an arms' length basis, consistent with how management review the
segmental results internally.
Non-current assets and additions are analysed by reportable segment as
follows:
12 months to 31 December
Intangible Property, plant and equipment Non-current Intangible assets Property, plant and equipment Non-current
assets 2025 asset additions 2024(1) 2024(1) asset additions
2025 £m 2025 £m £m 2024(1)
£m £m £m
UK 17.5 163.0 10.7 38.1 178.9 8.3
Central functions 0.3 - - 7.7 0.1 -
Total UK 17.8 163.0 10.7 45.8 179.0 8.3
German Rail 5.5 5.2 3.3 5.6 2.5 1.9
ALSA 753.6 473.0 184.7 693.4 472.1 132.5
WeDriveU 161.4 82.2 14.1 181.1 93.8 37.4
Total overseas 920.5 560.4 202.1 880.1 568.4 171.8
Discontinued operations - - - 60.3 446.2 124.1
Total 938.3 723.4 212.8 986.2 1,193.6 304.2
( )
( )
( )
( )
( )
( )
( )
(1) The results for the 12 months to 31 December 2024 have been restated for
to represent prior periods for discontinued operations
4. Net finance costs
12 months to 31 December 2025 (Restated)
£m Year to 31 December 2024(1)
£m
Bank and bond interest payable (66.9) (58.5)
Lease interest payable (7.2) (7.8)
Other interest payable (5.6) (11.2)
Unwind of discounting of provisions (0.7) (0.7)
Interest cost on defined benefit pension obligations (0.3) (1.1)
Finance costs before adjusting items (80.7) (79.3)
Adjusting items:
Unwind of discounting of provisions (note 5) (4.7) (2.8)
Total finance costs after adjusting items (85.4) (82.1)
Lease interest income 1.0 0.5
Other financial income 4.0 1.7
Total finance income 5.0 2.2
Net finance costs from continuing operations (80.4) (79.9)
(1) The results for the year to 31 December 2024 have been restated to
represent prior periods for discontinued operations; see notes 1 & 8
respectively for further information.
5. Adjusting items
The Group reports adjusted measures because the Directors believe they provide
both management and stakeholders with useful additional information about the
financial performance of the Group's businesses.
The Group's policy on adjusting items is shown in note 1.
The total adjusting items before tax from continuing operations for the 12
months to 31 December 2025 is a net charge of £180.8m (2024 restated:
£149.9m). See note 8 for details of adjusting items from discontinued
operations.
The items excluded from adjusted profit from continuing operations are:
12 months to 31 December 2025 (Restated)
£m Year to 31 December 2024(1)
£m
Intangible amortisation / impairment for acquired businesses (a) (23.5) (20.7)
Re-measurements of onerous contracts and impairments resulting from the
Covid-19 pandemic (b)
- 4.1
Re-measurement of German Rail onerous contract provisions (c) - (86.4)
Re-measurement of WeDriveU onerous contract provisions (d) (52.4) 0.7
Final re-measurement of the Rabat put liability (e) 1.0 -
Costs in relation to the legacy School Bus legal claims provision (f) (38.5) -
Impairments and other costs associated with Morocco contract changes (g) (27.3) -
Restructuring and other costs (h) (35.4) (44.8)
Total adjusting items in continuing revenue & operating costs (176.1) (147.1)
Finance costs:
Unwind of discounting of provisions (c) (d) (f) (4.7) (2.8)
Total adjusting items in continuing operations before tax (180.8) (149.9)
Tax credit/(charge) on adjusting items (i) 14.8 (40.9)
Total adjusting items in continuing operations after tax (166.0) (190.8)
(1) The results for the year to 31 December 2024 have been restated to
represent prior periods for discontinued operations; see notes 1 & 8
respectively for further information.
(a) Intangible amortisation / impairment for acquired businesses
Consistent with previous periods the Group classifies the amortisation for
acquired intangibles as an adjusting item by virtue of its size and nature.
Its exclusion from the adjusted result enables comparison and monitoring of
divisional performance by the Group Executive Committee regardless of whether
through acquisition or organic growth. In addition, by disclosing this
separately the Group gives users of the accounts visibility of the amount of
amortisation of acquired intangibles which improves comparability of the
Group's results with those of peer companies, as this continues to be a common
adjustment from profit in comparative companies. This amounts to £23.5m in
the period (2024 restated: £20.7m).
(b) Re-measurement of onerous contracts and impairments resulting directly
from the Covid-19 pandemic
The Group continues to operate services in line with its commitments under
customer contracts which are loss making. These contracts became onerous due
to the impact of the Covid-19 pandemic. For the contracts which the Group is
still committed to, the provision has been re-measured with no movements
required during the period (2024: £4.1m credit).
(c) Re-measurement of German Rail onerous contract provisions
In German Rail, the RRX Lot 2/3 contract losses were as expected for the
period to 31 December 2025 and as at the balance sheet date, remain in line
with previous expectations for the contract outlook, a remeasurement was
therefore not required (2024: £86.4m). During the period to 31 December 2025,
£4.1m has been recorded in interest costs for unwind of discounting of
provisions (2024: £2.8m).
(d) Re-measurement of WeDriveU onerous contract provisions
Prior to 2025 one onerous contract had remained in WeDriveU with movements in
the provision being treated as an adjusting item in previous years. During the
current year, a further contract, WMATA, became onerous and a new onerous
contract provision was required. The Group is seeking legal redress with the
customer to address the continuing ongoing losses. We expect the outcome of
the legal proceedings to be successful and the contract losses significantly
reduced; however any future legal settlement cannot currently be assumed in
the provision calculation. In the 12 months to 31 December 2025 £52.4m has
been charged in relation to the two onerous contracts (2024: £0.7m credit).
Additionally, during the period to 31 December 2025, £0.1m has been recorded
in interest costs for unwind of discounting of provisions (2024: £nil).
(e) Final re-measurement of the Rabat put liability
The Group has a subsidiary in Morocco which previously had a non-controlling
interest. In January 2024 an arbitrator ruled on a long-standing dispute
between the Group and the non-controlling interest which resulted in the
trigger of a put option for the non-controlling interest to sell their shares
to us. A put liability of £8.6m was recognised as at 31 December 2023 for the
estimated value to purchase the shares from the non-controlling interest. In
the period to 31 December 2025, a final value has been reached and paid on 5
June 2025, resulting in a re-measurement of the put liability of £1.0m credit
to the Income Statement (2024: £nil).
Gains and losses on re-measurement of put liabilities have been recorded as
adjusting items in previous years, therefore the final re-measurement of the
Rabat put liability has also been recorded as an adjusting item for
consistency.
(f) Costs in relation to the legacy School Bus legal claims provision
As part of the sale agreement of the North America School Bus business, the
Group retained the legal liability for substantial open insurance claims that
existed at the date of disposal, along with the corresponding insurance claim
provision. The retained claims relate to employee injuries, automotive claims,
and general liability claims that arose prior to the sale.
The Group is of the view that classifying future movements in the provision as
an adjusting item, together with other costs in relation to administering the
legacy claims, is appropriate given the School Bus business is no longer part
of the Group's continuing operations and future movements in the provision
could distort the Group's results. The claims and administrative costs do not
reflect the profitability or operational efficiency of the remaining business
segments and the ongoing continuing business of the Group. £38.5m has been
charged to the Income Statement in the period to 31 December 2025; with the
amount reflective of adverse movements in the claims environment leading to
materially worsening expectations of the likely future settlements of the
remaining open claims book. During the period to 31 December 2025, £0.5m has
been recorded in interest costs for unwind of discounting of provisions.
(g) Impairments and other costs associated with Morocco contract changes
As a result of a changing operating environment in Morocco, the Group has
witnessed the renegotiation and retender of several of its contracts in major
urban centres across Morocco.
In September 2025, the Group was required to negotiate a price concession and
a change in contractual terms to receive a settlement for outstanding debts in
Casablanca. The price concession has been treated as a reduction to revenue in
the current period.
In addition, during 2025 the Group's contracts in Marrakesh, Agadir and
Tangier were retendered. In the case of the Marrakech and Tangier contracts;
these were terminated and transferred to successor operators at extremely
short notice in December 2025, along with staff and assets. This has led to
the impairment of assets where the net book value is no longer deemed to be
recoverable; along with other one-off costs incurred or expected to be
incurred as a result of the contract changes.
In addition, fuel hedges no longer expected to be required for 2026 as a
result of the contractual changes have been de-designated from hedge
accounting, with the accumulated fair value held in the cash flow hedge
reserve transferred to the Income Statement.
The total financial impact as a result of the changes is £27.3m (2024: £nil)
of which £21.7m was recorded in revenue and £5.6m in operating costs. The
costs incurred are one-off in nature, material and not in the ordinary course
of business and as such have been presented as an adjusting item.
(h) Restructuring and other costs
These costs relate to Group-wide strategic initiatives and restructuring.
These are individually one-off, short-term initiatives expected to last one to
two years. They are significant in nature and are not considered to be part of
the day to day operational costs of the Group and therefore have been treated
as adjusting items. These amount to £35.4m at 31 December 2025 (2024
restated: £44.8m).
(i) Tax on adjusting items
A £14.8m tax credit on adjusting items from continuing operations has been
recognised in the period (2024 restated: £40.9m tax charge).
6. Taxation
Tax on profit on ordinary activities for the 12 months to 31 December 2025 has
been calculated on the basis of the estimated annual effective rates across
the countries in which the Group operates for the year ending 31 December
2025.
The adjusted tax charge for continuing operations of £45.2m (2024 restated:
£50.8m) represents an effective tax rate of 37.0% on the adjusted result
(2024 restated: 49.0%) reflecting the combination of business performance
across the group's portfolio, restricted tax deductibility of financing costs
and derecognised deferred tax assets.
The tax credit on adjusting items from continuing operations of £14.8m (2024
restated: £40.9m charge) is made up of a £6.9m credit on deferred tax asset
recognition in respect of the changing environment in Morocco, a £4.3m credit
on adjusting tax-deductible operating costs, and a £3.6m tax credit on
adjusting intangible amortisation. During 2024 the tax charge on adjusting
items from continuing operations of £40.9m was made up of a £47.7m charge on
deferred tax asset derecognition and a £6.8m tax credit on adjusting
intangible amortisation.
There was a total tax charge of £8.0m on discontinued operations (2024:
£92.7m), relating to the North America School Bus business and UK National
Express Transport Solutions (NXTS) businesses (see note 8).
Deferred tax asset recoverability continues to be assessed using the strategic
plan projections which are used for the going concern and impairment
assessments. Tax losses in the US and UK were derecognised at 31 December
2024. At 31 December 2025 there is no change to this position and as a result
the Group holds an overall net deferred liability of £47.8m (2024: £46.8m).
The impact of Pillar Two taxes on the Group's current tax expense was
immaterial for the period.
7. Dividends paid and proposed
An interim dividend has not been proposed for the current period (2024:
£nil).
8. Discontinued operations
(a) Summary
During the period the Group disposed of two separate major lines of business,
being North America School Bus, and the National Express Transport Solutions
(NXTS) business in the UK. Both have been presented as a discontinued
operation in the current period, with the prior period income statement
figures restated to also present as discontinued; to enable better
comparability of the year-on-year performance of both the continuing Group and
discontinued operations.
The reconciliation to the face of the Income Statement, which shows the result
from discontinued operations for the two businesses combined, is as follows:
Adjusted result Adjusting Total Adjusted result
2025 items 2025 2024 Adjusting Total
£m 2025 £m £m items 2024
£m 2024 £m
£m
North America School Bus 3.6 (160.7) (157.1) 5.0 (641.9) (636.9)
National Express Transport Solutions (1.9) (39.4) (41.3) 1.0 (20.8) (19.8)
Profit/(loss) for the period from discontinued operations 1.7 (200.1) (198.4) 6.0 (662.7) (656.7)
Each of these are detailed separately below.
(b) North America School Bus
On 25 April 2025 the Group announced the sale of its North America School Bus
business to I Squared Capital. The associated assets and liabilities were
consequently presented as held for sale in the 30 June 2025 interim financial
statements.
The business was sold on 14 July 2025, and it is presented as a discontinued
operation for the 12 month period to 31 December 2025. Prior period income
statement figures have been restated to present separately the above
operations as discontinued.
Details of the School Bus business discontinued operations are as follows. The
results for 2025 reflect the results from 1 January 2025 up until disposal on
14 July 2025.
Adjusted result Adjusting Total Adjusted result
2025 items 2025 2024 Adjusting Total
£m 2025(1) £m £m items 2024
£m 2024(1) £m
£m
Revenue 441.9 - 441.9 792.6 - 792.6
Operating costs (427.1) (8.3) (435.4) (783.7) (559.0) (1,342.7)
Group operating profit/(loss) before tax 14.8 (8.3) 6.5 8.9 (559.0) (550.1)
Share of results from associates - - - 3.5 - 3.5
Net finance costs (10.0) - (10.0) (12.4) (12.4)
Impairment loss on remeasurement to fair value less cost to sell(2) - (234.7) (234.7) - - -
Exchange differences recycled to the income statement - 87.3 87.3 - - -
Net investment hedges recycled to the income statement - 1.8 1.8 - - -
Profit/(loss) from discontinued operations before tax 4.8 (153.9) (149.1) - (559.0) (559.0)
Tax (charge)/credit (1.2) (6.8) (8.0) 5.0 (82.9) (77.9)
Profit/(loss) for the period from discontinued operations 3.6 (160.7) (157.1) 5.0 (641.9) (636.9)
(1) Adjusting items in operating costs in 2025 of £8.3m (2024: £559.0m)
comprise intangible amortisation of acquired businesses of £1.8m and costs
related to the sale of the business of £6.5m. 2024 comprised of goodwill
impairment of £547.7m, intangible amortisation of acquired businesses of
£7.0m and costs related to the sale of the business of
£4.3m.
(2) As a result of the School Bus business being classified as 'held for sale'
under IFRS 5 upon the sale being agreed in April 2025, this then requires the
remeasurement of the disposal group to the lower of carrying value or fair
value less costs to sell. This remeasurement resulted in an impairment loss
amounting to £234.7m, reflecting the agreed sales proceeds less costs to sell
being lower than the asset value.
Basic and diluted earnings per share for the discontinued operation for the 12
months to 31 December 2025 was (25.8)p (2024: (96.0)p).
Details of the sale are as follows:
£m
Consideration received or receivable:
Cash(1) 209.2
Fair value of contingent consideration(2) -
Total disposal consideration 209.2
Carrying amount of net assets sold(3) (209.2)
Gain/(loss) on disposal before tax and reclassification of foreign currency -
translation reserve
Reclassification of foreign currency translation reserve 87.3
Net investment hedge reserve recycled to the income statement 1.8
Tax (charge)/credit(4) -
Gain on disposal after income tax 89.1
(1) Net of £25.3m of cash balances within the sold business that was disposed
(2) In the event that the operations of the business achieve certain
performance criteria during the period from 1 July 2025 to 30 June 2028, as
specified in an 'earn out' clause in the sale agreement, additional cash
consideration of up to $70m will be receivable. At the time of the sale, and
as at 31 December 2025, the fair value of the consideration was determined to
be £nil.
(3) This is inclusive of the impairment loss on remeasurement to fair value
less costs to sell of £234.7m
(4) Under relevant tax law and due to availability of reliefs, no corporate
tax liability arose on the sale of the business
The carrying amount of assets and liabilities at the date of sale were:
£m
Intangible assets 20.4
Property, plant and equipment 215.5
Investments accounted for using the equity method 1.6
Trade and other receivables 95.8
Inventories 14.3
Cash and cash equivalents 25.3
Total assets 372.9
Borrowings (74.5)
Defined benefit pension liabilities (0.3)
Trade and other payables (86.2)
Provisions (2.7)
Total liabilities (163.7)
Net assets 209.2
Amounts within Other Comprehensive Income as pertains to North America School
Bus are as follows:
Year to 31 December 2024
12 months to £m
31 December 2025
£m
Exchange differences on retranslation of foreign operations (8.4) (1.8)
Reclassification of foreign currency translation reserve (87.3) -
Net investment hedge reserve recycled to the income statement (1.8) -
Other comprehensive expense from discontinued operations (97.5) (1.8)
The net cash flows incurred by North America School Bus during the year are as
follows. These cash flows are included with the Group's Statement of Cash
Flows:
12 months to Year to
31 December 2025 31 December 2024
£m £m
Cash (outflow)/inflow from operating activities (36.3) 39.7
Cash outflow from investing activities (50.6) (45.5)
Cash inflow from financing activities (including intercompany financing) 65.3 16.3
Net cash (outflow)/inflow (21.6) 10.5
(c) National Express Transport Solutions
Following a review of the UK Coach business, a decision was made to sell the
remaining elements of the private hire part of the business, known as National
Express Transport Solutions (NXTS), to better position UK Coach for long-term
success. On the 17 October 2025 the Group sold the remaining NXTS businesses
(following the two separate small disposals of Mortons and Stewarts in
previous years) comprising, Clarkes of London, The Kings Ferry Group, Lucketts
and Worthing Coaches to The Coach Travel Group Limited. This represents a
significant change to the UK Coach business which will now focus on its core
white coach scheduled trading.
Details of the NXTS businesses discontinued operations are as follows:
Adjusted result Adjusting Total Adjusted result
2025 items 2025 2024 Adjusting Total
£m 2025 £m £m items 2024
£m 2024(1) £m
£m
Revenue 13.1 - 13.1 21.8 - 21.8
Operating costs (14.9) - (14.9) (25.0) (1.5) (26.5)
Group operating loss before tax (1.8) - (1.8) (3.2) (1.5) (4.7)
Net finance costs (0.1) - (0.1) (0.3) - (0.3)
Impairment loss on remeasurement to fair value less cost to sell(2) - (39.4) (39.4) - - -
Loss from discontinued operations before tax (1.9) (39.4) (41.3) (3.5) (1.5) (5.0)
Tax (charge)/credit - - - 4.5 (19.3) (14.8)
(Loss)/profit for the period from discontinued operations (1.9) (39.4) (41.3) 1.0 (20.8) (19.8)
(1) Adjusting items in 2024 related to restructuring costs
(2) As a result of the NXTS business being classified as 'held for sale' under
IFRS 5 upon the sale being agreed, this then requires the remeasurement of the
disposal group to the lower of carrying value or fair value less costs to
sell. This remeasurement resulted in an impairment loss amounting to £39.4m,
reflecting the agreed sales proceeds less costs to sell being lower than the
asset value.
Basic and diluted earnings per share for the discontinued operation for the 12
months to 31 December 2025 was (6.8)p (2024: (3.2)p).
Details of the sale are as follows:
£m
Consideration received or receivable:
Cash(1) (0.2)
Total disposal consideration (0.2)
Carrying amount of net liabilities sold(2) 0.2
Loss on disposal before tax -
Tax (charge)/credit(3) -
Loss on disposal after income tax -
(1) Net of £0.2m of cash balances within the sold business that was disposed
(2) This is inclusive of the impairment loss on remeasurement to fair value
less costs to sell of £39.4m
(3) Under relevant tax law and due to availability of reliefs, no corporate
tax liability arose on the sale of the business
The carrying amount of assets and liabilities at the date of sale were:
£m
Intangible assets 2.4
Property, plant and equipment 0.2
Trade and other receivables 1.6
Inventories 0.3
Cash and cash equivalents 0.2
Total assets 4.7
Borrowings (2.1)
Trade and other payables (2.8)
Total liabilities (4.9)
Net liabilities (0.2)
There were no amounts within Other Comprehensive Income that relate to
National Express Transport Solutions.
The net cash flows incurred by NXTS during the year are as follows. These cash
flows are included with the Group's Statement of Cash Flows:
12 months to Year to
31 December 2025 31 December 2024
£m £m
Cash (outflow)/inflow from operating activities (24.1) 3.3
Cash (outflow)/inflow from investing activities (2.7) 1.1
Cash inflow/(outflow) from financing activities (including intercompany 31.7 (6.9)
financing)
Net cash inflow/(outflow) 4.9 (2.5)
9. Earnings per share
(Restated)
12 months to Year to
31 December 2025 31 December 2024(1)
£m £m
Basic earnings per share from continuing operations (19.2)p (27.6)p
Diluted earnings per share from continuing operations (19.2)p (27.6)p
Basic earnings per share from continuing and discontinued operations (51.8)p (135.0)p
Diluted earnings per share from continuing and discontinued operations (51.8)p (135.0)p
(1) Restated for a German Rail prior year restatement; refer to note 1 for
further information
From continuing and discontinued operations
The calculation of the basic and diluted earnings per share is based on the
following data:
(Restated)
12 months to Year to
31 December 2025 31 December 2024(1)
Earnings £m £m
Loss attributable to equity shareholders (294.2) (803.8)
Accrued payments on hybrid instrument (21.3) (21.3)
Earnings attributable to equity shareholders (315.5) (825.1)
(1) Restated for a German Rail prior year restatement; refer to note 1 for
further information
Number of shares 12 months to Year to
31 December 2025 31 December 2024
Basic weighted average shares 608,661,664 611,292,234
Adjustment for dilutive potential ordinary shares(1) 31,215,090 24,816,797
Diluted weighted average shares 639,876,754 636,109,031
(1) Potential ordinary shares have the effect of being anti-dilutive in the 12
months to 2025 and 2024 full year, and have therefore been excluded from the
calculation of diluted earnings per share.
From continuing operations
(Restated)
12 months to Year to
31 December 2025 31 December 2024(1)
Earnings £m £m
Loss attributable to equity shareholders (95.8) (147.2)
Accrued payments on hybrid instrument (21.3) (21.3)
Earnings attributable to equity shareholders (117.1) (168.5)
(1) Restated for a German Rail prior year restatement; refer to note 1 for
further information
The denominator used (number of shares) in the calculation of both basic and
diluted earnings per share from continuing operations is the same as that
detailed above.
10. Cash and cash equivalents
At At
31 December 31 December
2025 2024
£m £m
Cash at bank and in hand 228.2 129.4
Overnight deposits 4.6 0.1
Other short term deposits 174.0 115.0
Cash and cash equivalents 406.8 244.5
Included within cash at bank and in hand are certain amounts which are subject
to contractual or regulatory restrictions or withholding tax levied on
repatriation of cash. These amounts held are not readily available for other
purposes within the Group and total (including withholding tax that would be
due if repatriated) £1.4m (2024: £0.9m).
Cash at bank and in hand earns interest at floating rates based on daily bank
deposit rates. Short-term deposits are made for varying periods of between one
day and three months depending on the immediate cash requirements of the Group
and earn interest at the agreed short-term floating deposit rate. The fair
value of cash and cash equivalents is equal to the carrying value.
For the purposes of the Consolidated Statement of Cash Flows, cash and cash
equivalents and bank overdrafts in notional cash pooling arrangements are
presented net. Bank overdrafts form an integral part of the Group's cash
management strategy as they arise from the Group's cash pooling arrangements.
Net cash and cash equivalents comprise as follows:
At At
31 December 31 December
2025 2024
£m £m
Cash and cash equivalents 406.8 244.5
Bank overdrafts (141.4) (41.4)
Net cash and cash equivalents 265.4 203.1
11. Goodwill and impairment
Goodwill is allocated to individual cash-generating units ('CGUs') for annual
impairment testing on the basis of the Group's business operations.
The School Bus division in North America was disposed of in July 2025 and, as
a result, there is no goodwill subject to impairment testing at the year end.
At 31 December 2024, the value in use of the North America School Bus CGU was
lower than the carrying amount by £547.7m, resulting in a full impairment of
the goodwill balance.
The carrying value by individual CGU is as follows:
At At
31 December 31 December
2025 2024
£m £m
UK(1) 8.7 50.1
WeDriveU 147.0 158.3
ALSA 593.8 576.9
749.5 785.3
(1) UK Goodwill has been reduced by £41.4m in the period following the
disposal of the National Express Transport Solutions business (see note 8)
A full impairment assessment has been performed on all three CGUs.
Assumptions and estimates used in the goodwill impairment assessment
calculation
As per IAS36, the cash generating unit (CGU) is the smallest identifiable
group of assets that generates cash inflows that are largely independent of
the cash inflows from other assets or groups of assets. The calculation of
value in use for each CGU is most sensitive to the assumptions over cash
flows, discount rates and the growth rate used to extrapolate cash flows into
perpetuity beyond the five-year period of the management plan. The key
assumptions used for the cash-generating units are as follows:
Pre-tax discount rate applied to cash flow projections Growth rate used to extrapolate cash flows into perpetuity
12 months to 31 December
2025 2024 2025 2024
UK 10.1% 10.4% 3.1% 2.9%
WeDriveU 10.5% 10.3% 4.0% 3.8%
ALSA 12.5% 12.8% 3.6% 3.4%
Discount rates have reduced for the UK and ALSA, and have been impacted by an
increase in the proportion of debt to equity of the comparator companies used
in the calculation of the weighted average cost of capital (WACC). The
discount rate applied to the WeDriveU CGU has increased as a result of a
higher debt:equity ratio impacting the cost of equity, and an increase in the
cost of debt driven by higher government bond yields.
The key estimates applied in the impairment review are the forecast level of
revenue, operating margins and the proportion of operating profit converted to
cash in each year. Forecast revenue and operating margins are based on past
performance and management's expectations for the future. A growth rate for
each division has been consistently applied in the impairment review for all
cash-generating units based on respective long-term country-specific GDP
growth rates. The long-term growth rate for all three CGUs has increased by
20bps since December 2024.
Results of the impairment assessment
The value in use in the UK exceeds its carrying amounts by £69.8m (31
December 2024: £72.0m). Headroom is broadly unchanged, despite a reduction in
the value of goodwill from £50.1m to £8.7m following disposal of the NXTS
division. This is due to a small reduction in the long term cash flow forecast
as a result of challenging trading conditions, as well as a prudent view being
taken by management in removing the benefit of several turnaround actions
which are planned but not yet implemented as of the impairment assessment
date. An increase in the WACC of 20bps has also contributed to the reduction
in headroom. Impairment of goodwill for the UK CGU continues to be considered
as a key source of estimation uncertainty given that reasonable possible
changes in the cash flow projections could result in an erosion of remaining
headroom due to the significant judgement involved around turnaround
assumptions and the ongoing challenging trading environment in UK Coach.
The value in use of the WeDriveU CGU exceeds its carrying amounts by £139.2m
(31 December 2024: £266.9m). The reduction is largely driven by a reduction
in the discounted cash flows, which reflect a prudent, risk-adjusted view of
future trading, excluding the benefit of future profitability improvements not
yet delivering as of the assessment date. This reduction is offset slightly by
a reduction in the asset base. Impairment of goodwill for the WeDriveU CGU is
not considered as a key source of estimation uncertainty given the sufficient
level of headroom and remote possibility that this will be eroded within the
next 12 months.
The value in use of the ALSA CGU exceeds its carrying amounts by £618.7m (31
December 2024: £274.6m). This is primarily driven by an improvement in the
cash flow forecast due to growth in the base business, and a reduction in
terminal value capital expenditure as a smaller proportion of future vehicle
spend is expected to be through traditional outright cash purchase, as IFRIC
12 arrangements expand upon renewals. A reduction in the WACC of 29bps has
also contributed to an improvement in headroom. There is no key source of
estimation uncertainty regarding ALSA goodwill, given the significant amount
of headroom available and remote possibility that this will be eroded within
the next 12 months.
Sensitivities to key assumptions
The table below summarises the reasonably possible change in key assumptions
which most impact the carrying value of the UK CGU.
Sensitivity analysis for ALSA and WeDriveU has not been prepared given the
cash generating units are not considered to be a key source of estimation
uncertainty.
Decrease in carrying value £m
12 months to 31 December
Sensitivity 2025 2024
UK UK
Pre-tax discount rate Increase of 1.5 percentage points - -
Long term growth rate Decrease of 1.0 percentage point - -
Adjusted Operating Profit Margin throughout the assessment period Decrease of 1.5 percentage points (36.1)(1) (41.3)
Free cash flow in the terminal value Decrease by 10% - -
(1) In this scenario, Goodwill of £8.7m would be fully impaired with a
further impairment of other UK assets of £27.4m
Sensitivity analysis has been conducted to assess the change required in each
of the critical inputs in order to reduce the value in use to equal the
carrying value.
12 months to 31 December
2025 2024
UK UK
Increase in pre-tax discount rate 4.1% 4.1%
Reduction in long term growth rate 5.9% 5.2%
Reduction in adjusted operating profit margin 1.0% 1.0%
12. Property, plant and equipment
During the period, the Group's additions amounted to £137.4m (2024: £290.2m)
comprising of primarily public service vehicles (£96.9m), and land &
buildings to support its operations (£28.2m).
The Group's disposals during the period amounted to a net book value of
£67.0m (2024: £40.8m) comprising of primarily public service vehicles and
land & buildings.
As a result of the School Bus and National Express Transport Solutions
businesses being sold during the period (see note 8); property, plant and
equipment with a net book value of £423.9m was derecognised via the sale of
those businesses; this number is before the impairment loss on remeasurement
to fair value less cost to sell was applied.
Cash flows relating to the acquisition and disposal of property, plant and
equipment are shown in the Statement of Cash Flows.
13. Financial instruments
The Group's multi-national transport operations and debt financing expose it
to a variety of financial risks, including the effects of changes in fuel
prices, foreign currency exchange rates and interest rates. The Group has in
place a risk management programme that seeks to limit the adverse effects of
these financial risks on the financial performance of the Group by means of
derivative financial instruments.
As at 31 December 2025 the Group's portfolio of hedging instruments included
fuel price derivatives, cross currency swaps and foreign exchange derivatives.
The fuel price derivatives are in place to hedge the changes in price of the
different types of fuel used in each division. The cross currency swaps are in
place to hedge the risk of changes in foreign exchange rates. The foreign
exchange derivatives are in place to hedge the foreign exchange risk on
translation of net assets denominated in foreign currency. In addition, the
Group held five £50m denominated interest rate derivatives to swap fixed
interest on a £250m Sterling bond to a floating rate which fully matured in
November 2025.
Financial assets and financial liabilities measured at amortised cost have a
fair value which approximates their carrying value. The Group's derivative
financial instruments are held in the balance sheet at fair value and are
measured using level 2 inputs. The valuation of interest rate derivatives and
fuel derivatives are based on the forward curve and discount curve, both
calculated using sets of market data. The valuation of FX forward contracts is
based on observable FX spot rates, FX forward rates, and the interest rate
curve of the domestic currency. Cross currency swap derivatives are valued
based on observable discount curve and spot rates to ascertain the net value
of each leg of cash flows. All derivative valuations are adjusted as
appropriate for credit/debit valuation adjustment values which are
independently calculated.
Financial assets at fair value through Other Comprehensive Income relates to
the Group's non-listed equity investments and are categorised within Level 3
(values determined by reference to significant unobservable inputs). The fair
value of these investments is typically determined by using recent and
forecast earnings. During the period, the Group disposed of a non-listed US
investment in Transit Technologies Holdco which was held at fair value through
Other Comprehensive Income; for consideration of £16.6m. The fair values of
remaining investments are individually immaterial and therefore sensitivities
to the valuation have not been disclosed. Deferred contingent consideration is
also valued at fair value, categorised within Level 3, but is of an immaterial
value. There have not been any transfers of assets or liabilities between
levels of the fair value hierarchy and there are no non-recurring fair value
measurements.
The following table presents the changes in level 3 instruments, being
financial assets at fair value through Other Comprehensive Income, during the
period:
12 months to 31 December 2025 Year to 31 December 2024
£m £m
At 1 January 25.0 15.2
Acquisitions in the period - 0.3
Additions in the period 0.4 0.4
Disposals in the period (16.3) -
Fair value movement in the period - 9.1
Foreign exchange (0.5) -
At 31 December 8.6 25.0
The Group applies relevant hedge accounting to the majority of its derivatives
outstanding as at 31 December 2025. As a result of the North America School
Bus business being sold in July 2025, fuel derivatives that had been
previously placed with maturity dates in the second half of 2025 and 2026,
following the expected date of completion, are no longer considered a highly
probable forecast transaction, therefore these trades have been de-designated
from hedge accounting as of the date the School Bus sale was agreed, being 24
April 2025. As a result the fair value of the affected trades accumulated in
the cash flow hedge reserve was transferred to the income statement; which
amounted to £2.0m.
In addition, following changes to the Group's contracts in Morocco, the Group
had more fuel volumes hedged for 2026 than it now forecasts to be required.
Fuel hedges no longer expected to be a highly probable forecast transaction
were de-designated from hedge accounting at 31 December 2025, with the fair
value of the affected trades accumulated in the cash flow hedge reserve being
transferred to the income statement; which amounted to £1.3m.
These income statement amounts were classified as an adjusting item (see note
5). All other designated hedge relationships were effective under IFRS 9.
In respect of fuel hedges, at 31 December 2025 the Group was around 82% hedged
for 2026, at an average price of 50.2p/litre, around 39% hedged for 2027 at an
average price of 44.5p/litre and around 16% hedged for 2028 at an average
price of 39.9p/litre.
Derivative financial assets and liabilities on the balance sheet are as
follows:
At 31 December At 31 December
2025 2024
£m £m
Fuel derivatives - 0.2
Non-current derivative financial assets - 0.2
Fuel derivatives - 1.5
Cross currency swaps 0.3 0.4
Foreign exchange derivatives 1.7 10.7
Current derivative financial assets 2.0 12.6
Fuel derivatives (4.9) (3.1)
Cross currency swaps (5.1) (0.3)
Non-current derivative financial liabilities (10.0) (3.4)
Fuel derivatives (13.3) (8.0)
Interest rate derivatives - (9.9)
Foreign exchange derivatives (2.9) (26.8)
Current derivative financial liabilities (16.2) (44.7)
14. Pensions and other post-employment benefits
The UK division operates a defined benefit scheme. The Group also provides
certain additional unfunded post-employment benefits to employees in ALSA, and
maintains a small, legacy rail defined benefit scheme. The post-employment
benefits for these schemes have been combined into the 'Other' category below.
The assets of the defined benefits schemes are held separately from those of
the Group and contributions to the schemes are determined by independent
professionally qualified actuaries.
The total pension cost to adjusted operating profit for the 12 months to 31
December 2025 was £8.6m (2024: £9.4m), of which £7.5m (2024: £7.8m)
relates to the defined contribution schemes.
The defined benefit pension (liability)/asset included in the Balance Sheet is
as follows:
At At
31 December 31 December
2025 2024
£m £m
Other 0.1 0.1
Pension assets 0.1 0.1
UK (3.9) (11.3)
Other - (0.3)
Pension liabilities (3.9) (11.6)
Total (3.8) (11.5)
The UK net defined benefit pension liability, was calculated based on the
following assumptions:
UK
12 months ended Year ended
31 December 2025
31 December 2024
Rate of increase in salaries 2.5% 2.5%
Rate of increase of pensions in payment 2.2% 2.6%
Discount rate 5.5% 5.4%
Inflation assumption (RPI) 2.7% 3.1%
Inflation assumption (CPI) 2.2% 2.6%
The Directors regard the assumptions around pensions in payment, discount
rate, inflation and mortality to be the key assumptions in the IAS 19
valuation. The following table provides an approximate sensitivity analysis of
a reasonably possible change to these assumptions:
12 months ended Year ended
31 December 2025
31 December 2024
UK UK
Effect of a 0.5% increase in pensions in payment (10.9) (11.8)
Effect of a 0.5% increase in the discount rate (17.0) (18.7)
Effect of a 0.5% increase in inflation (12.1) (13.1)
Effect of a 1 year increase in mortality rates (10.5) (11.0)
The above sensitivity analyses are based on a change in an assumption while
holding all other assumptions constant. Aside from the matching insurance
contracts held in the UK scheme, no allowance has been made for any change in
assets that might arise under any of the scenarios set out above.
15. Business Combinations
(a) Acquisitions - ALSA
On 1 March 2024 the ALSA division acquired 100% control of Canary Bus (Grupo
1844), the leading provider of tourist and discretionary services in the
Canary Islands. The provisional fair values were disclosed in the 2024 Annual
Report and Accounts. As permitted by IFRS 3 Business Combinations, the fair
value of acquired identifiable assets and liabilities have been adjusted
within the remeasurement period.
On 1 June 2025 the ALSA division acquired 50% of the remaining assets and
liabilities of a joint operation, UTE Sanir, a health transport business
located in Madrid.
In addition, the ALSA division acquired a controlling stake in two further
businesses during the period, Meep and Urena, neither of which are material
individually.
- Fostering Mobility SL ("Meep") - a leading Spanish
mobility-as-a-service (MaaS) technology company
- Urena E Hijos SL (Granada) - Operator of school bus and other
transport services
The provisional fair values of the assets and liabilities acquired, along with
adjustments to the fair values of prior year acquisitions, were as follows:
Canary Bus UTE Sanir Meep Urena Total
£m
£m
£m
£m
£m
Intangible assets 12.6 2.2 1.5 - 16.3
Property, plant and equipment 3.6 4.7 - - 8.3
Trade and other receivables (0.1) 1.2 0.7 - 1.8
Cash and cash equivalents - 1.1 0.4 0.3 1.8
Borrowings - (4.0) - - (4.0)
Trade and other payables (0.5) (3.2) (0.9) (0.1) (4.7)
Minority interest - - (1.7) - (1.7)
Deferred tax liability (1.0) - - - (1.0)
Net assets acquired 14.6 2.0 - 0.2 16.8
Goodwill (14.6) - - 0.8 (13.8)
Total consideration - 2.0 - 1.0 3.0
Represented by:
Cash consideration - 2.0 - 1.0 3.0
Given the proximity of the current year acquisitions to the period end, and as
permitted by IFRS 3 Business Combinations, the fair value of acquired
identifiable assets and liabilities have been presented on a provisional
basis. The fair value adjustments will be finalised within 12 months of the
acquisition date, principally in relation to the valuation of provisions
acquired and intangible assets.
Trade and other receivables had a fair value and a gross contracted value of
£1.2m for UTE Sanir and £0.7m for Meep. The best estimate at the acquisition
date of the contractual cash flows not to be collected was £nil.
During the period the fair value adjustments relating to primarily intangible
and tangible assets acquired in 2024 as part of the Canary Bus acquisition
were finalised. This resulted in an increase in the fair value of separately
identifiable intangibles and tangible assets acquired, a corresponding
decrease in deferred tax asset, and a reduction in goodwill of £14.6m.
The acquired businesses contributed £1.7m of revenue and £nil adjusted
operating profit to the Group's result for the period between acquisition and
the balance sheet date. Had the acquisition been completed on the first day of
the financial year, the Group's continuing revenue would have been £2,745.5m.
Acquisition costs were immaterial.
(b) Acquisitions - further information
Total cash outflow in the period from acquisitions in the ALSA division was
£14.0m, comprising consideration for current year acquisitions of £3.0m and
deferred consideration of £12.8m, less cash acquired in the businesses of
£1.8m.
16. Adjusted net debt
At 1 January Cash flow Acquisitions and disposals Exchange differences Other movements At 31 December
2025 £m £m £m £m 2025
£m £m
Components of financing activities
Bank and other loans(1) (177.5) 31.1 43.0 (3.4) (0.8) (107.6)
Bonds (648.3) - - (22.0) (9.9) (680.2)
Fair value of interest rate derivatives (8.7) - - - 8.7 -
Fair value of foreign exchange forward contracts (5.1) (23.7) - 28.1 - (0.7)
Cross currency swaps (1.1) - - (4.6) - (5.7)
Net lease liabilities(2) (176.2) 50.6 29.2 2.9 (54.9) (148.4)
Private placements (396.5) - - (6.2) (0.3) (403.0)
Total components of financing facilities (1,413.4) 58.0 72.2 (5.2) (57.2) (1,345.6)
Cash 129.4 132.1 (23.7) (9.6) - 228.2
Overnight deposits 0.1 4.4 - 0.1 - 4.6
Other short-term deposits 115.0 59.0 - - - 174.0
Bank overdrafts (41.4) (100.0) - - - (141.4)
Net cash and cash equivalents 203.1 95.5 (23.7) (9.5) - 265.4
Other debt receivables 2.7 0.8 - 0.3 - 3.8
Remove: fair value of foreign exchange forward contracts 5.1 23.7 - (28.1) - 0.7
Adjusted net debt(3) (1,202.5) 178.0 48.5 (42.5) (57.2) (1,075.7)
(1)Net of unamortised arrangement fees totalling £1.9m on bank and other
loans
(2) Includes finance lease receivables which are reported separately from
borrowings on the face of the Group's Balance Sheet
(3) Excludes accrued interest on long-term borrowings
Borrowings include non-current interest bearing loans and borrowings of
£1,229.7m (2024: £1,258.8m).
Adjusted net debt is an alternative performance measure. Please refer to the
glossary of alternative performance measures in the CFO review for further
information.
Other non-cash movements represent lease additions and disposals of £54.9m
(2024: £54.3m), a £2.3m (2024: £2.2m) reduction from the amortisation of
loan and bond arrangement fees and a £8.7m change in the fair value of the
hedging derivatives, offset by a £8.7m change in fair value of bonds.
At 1 January Cash Acquisitions and disposals Exchange differences Other movements At 31 December
2024 flow £m £m £m 2024
£m £m £m
Components of financing activities
Bank and other loans(1) (243.9) 65.6 (4.4) 5.9 (0.7) (177.5)
Bonds (659.2) - - 19.8 (8.9) (648.3)
Fair value of interest rate derivatives (16.4) - - - 7.7 (8.7)
Fair value of foreign exchange forward contracts (1.2) 9.3 - (13.2) - (5.1)
Cross currency swaps (2.2) - - 1.1 - (1.1)
Net lease liabilities(2) (171.9) 60.7 (11.7) 1.0 (54.3) (176.2)
Private placements (404.7) - - 8.5 (0.3) (396.5)
Total components of financing facilities (1,499.5) 135.6 (16.1) 23.1 (56.5) (1,413.4)
Cash 186.1 (56.8) 2.9 (2.8) - 129.4
Overnight deposits 0.2 (0.1) - - - 0.1
Other short-term deposits 170.0 (55.0) - - - 115.0
Bank overdrafts (62.6) 21.0 - 0.2 - (41.4)
Net cash and cash equivalents 293.7 (90.9) 2.9 (2.6) - 203.1
Other debt receivables 2.9 (3.7) 3.5 - - 2.7
Remove: fair value of foreign exchange forward contracts 1.2 (9.3) - 13.2 - 5.1
Adjusted net debt(3) (1,201.7) 31.7 (9.7) 33.7 (56.5) (1,202.5)
(1)Net of unamortised arrangement fees totalling £2.7m on bank and other
loans
(2) Includes finance lease receivables which are reported separately from
borrowings on the face of the Group's Balance Sheet
(3) Excludes accrued interest on long-term borrowings
17. Cash flow statement
The reconciliation of Group loss before tax to cash generated from operations
is as follows:
(Restated)
12 months to Year to
31 December 2025 31 December
£m 2024(2)
£m
Loss before tax from continuing operations (58.5) (46.2)
Loss before tax from discontinued operations (190.4) (564.0)
Total loss before tax (248.9) (610.2)
Net finance costs 90.4 92.6
Share of results from associates and joint ventures - (3.2)
Depreciation of property, plant and equipment 146.1 213.4
Intangible asset amortisation and impairment 46.6 50.2
Amortisation of fixed asset grants (3.8) (2.0)
Gain on disposal of property, plant and equipment (5.9) (11.0)
Gain on disposal of intangible assets (1.1) (0.8)
Share-based payments 5.4 4.6
Decrease in inventories 0.7 1.2
Decrease in receivables 16.4 43.4
(Decrease)/increase in payables (38.2) 7.5
(Decrease)/increase in provisions (5.0) 0.1
Decrease in pensions (8.6) (11.0)
Adjusting operating items(1) 346.0 679.9
Cash flows relating to adjusting items (118.7) (99.2)
Cash generated from operations 221.4 355.5
(1) Excludes amortisation from acquired intangibles which is included within
'intangible asset amortisation' above
( 2) The results for the year to 31 December 2024 have been restated
to represent prior periods for discontinued operations and German Rail prior
year restatement; see notes 1 & 8 respectively for further information
18. Commitments, contingencies and insurance contracts
a) Capital commitments
12 months to 31 December 2025 Year ended
31 December 2024 £m
£m
Contracted 85.8 167.5
The Group is committed to various vehicle purchases in WeDriveU and ALSA.
b) Contingent liabilities
School Bus disposal
The original proceeds received on completion of the sale of the North America
School Bus business on 14 July 2025 were based on estimated completion
accounts at the disposal date prepared by the Group. Following the disposal
date, there is a customary post-close completion accounts mechanism whereby
the buyer is entitled to submit any adjustments to the estimated completion
accounts they believe are applicable. In October 2025, the Group received the
buyer's completion statement submission which if partly or wholly was accepted
by the Group would require cash reimbursement to the buyer. The submission is
based on several areas where the purchaser believes the completion accounts
differ from the estimated completion accounts, which were produced ahead of
the transaction closing and used to calculate the cash proceeds originally
received in July 2025. The Group does not agree with the buyer's position.
Following a detailed review of the submissions made by the buyer, the Group
has made a provision on the balance sheet at 31 December 2025 which represents
management's best estimate of the most likely outcome. The quantum of the
provision made is not disclosed as it could be prejudicial to the outcome. It
is noted however that the potential maximum amount payable is $46.2m, and
therefore there is a potential further liability should the Group be partly or
wholly unsuccessful in defending the claim beyond what has been provided. The
outcome of this process, along with any cash outflow (if any) is expected to
be resolved during 2026.
Legal
Through the ordinary course of our operations, the Group is party to various
litigation, claims and investigations. We do not expect the ultimate
resolution of any of these proceedings to have a material adverse effect on
the Group's results, cash flows or financial position. Where a balance sheet
provision is required, the Group considers these to be reflective of the best
estimate of future settlements and therefore do not expect material changes to
provisions in the future; noting that the North America Claims Provision
remains a key source of estimation uncertainty.
c) Insurance contracts
Bonds and letters of credit
In the ordinary course of business, the Group is required to issue
counter-indemnities in support of its operations. These are valued as
insurance contracts in scope of IFRS 17 Insurance Contracts.
As at 31 December 2025, the Group has performance bonds in respect of
businesses in the USA of £6.0m (2024: £207.0m), in Spain of £113.7m (2024:
£107.9m), in Germany of £57.4m (2024: £54.9m) and in the Middle East of
£5.9m (2024: £6.4m). Letters of credit have been issued to support insurance
retentions of £148.0m (2024: £162.5m).
The directors believe that the expected pay out of these contracts is £nil
(2024: £nil) and the insurance liability recorded in the Financial Statements
at the end of the period is £nil (2024: £nil).
19. Related party transactions
There have been no material changes to the related party balances disclosed in
the Group's 2024 Annual Report and Accounts. Compared to the prior period,
there have been no transactions which have materially affected the financial
position or performance of the Group in the 12 months to 31 December 2025.
20. Post balance sheet events
Following the end of the 31 December 2025 period end, and as released
externally to the market on 29 January 2026, the Group announced that its
subsidiary National Express Rail GmbH had entered into an agreement in
principle with five German PTAs to realign contract terms for its rail service
in North Rhine-Westphalia and adjacent regions.
The agreement was entered into following the period end, and remains subject
to entering into formal legally binding agreements between the relevant
parties. As such, no financial impact from the revised contract terms has been
recognised as at 31 December 2025. Work remains ongoing to fully determine the
financial impact for both the RME and RRX contracts from the amended contract
terms, and the timing of recognition thereof. As such, the financial impact
cannot be accurately quantified at the current time.
1 Adjusted Revenue
2 Adjusted Operating Profit guidance will be updated to reflect the positive
impact of revised contract changes in Germany once legally binding
agreements have been signed with the German PTAs
3 Adjusted revenue
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