Strategic report Governance report Financial report Additional information There was a £4.7m credit relating to remeasurement of German Rail RRX OCPs in the period (2024: £86.4m charge). A £38.6m charge relating to the remeasurement of OCPs in WeDriveU was recorded in the period (2024: £0.7m credit). Prior to the period one onerous contract had remained in WeDriveU with movements in the provision being treated as an adjusting item in previous years. During the current period, a further contract, WMATA, became onerous and a new OCP was required. As at 31 March 2026, the total OCP was revised to £29.2m, reflecting management's best estimate at the reporting date. Subsequent to the period-end, WMATA issued a notice of termination and services have ceased (see note 39). As a post-balance-sheet event, this termination has not been reflected in the calculation of the OCP as of 31 March 2026. The final remeasurement of the Rabat put liability, which had been originally estimated at December 2023 and the final amount settled in June 2025, amounted to a £0.8m credit (2024: £nil). As a result of part of the sale agreement of the NASB 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 £46.2m in the period, reflective of adverse movements in the claims environment. As a result of a change to the 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, 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. Restructuring and other costs of £45.3m (2024: £44.8m) 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 | 15-months ending 31 March 2026 Local currency m | 12-months ending 31 December 2024^{1} Local currency m | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | --- | --- | | Alsa | **290.0** | 219.8 | **249.0** | 186.1 | | WeDriveU | **33.1** | 37.5 | **25.0** | 29.3 | | UK Bus | | | **2.4** | 3.4 | | UK Coach | | | **(22.9)** | 4.6 | | German Rail | **19.8** | (12.4) | **17.0** | (10.1) | | Central functions | | | **(39.5)** | (33.9) | | **Group adjusted operating profit from continuing operations** | | | **231.0** | 179.4 | $^{1}$ Restated for prior period restatement | Pro-forma comparative information Adjusted Operating Profit | 15-months ending 31 March 2026 Local currency m | (Proforma) 15-months ending 31 March 2025 Local currency m | 15-months ending 31 March 2026 £m | (Proforma) 15-months ending 31 March 2025 £m | | --- | --- | --- | --- | --- | | Alsa | **290.0** | 257.5 | **249.0** | 217.4 | | WeDriveU | **33.1** | 38.6 | **25.0** | 30.3 | | UK Bus | | | **2.4** | 2.8 | | UK Coach | | | **(22.9)** | (2.0) | | German Rail | **19.8** | (14.1) | **17.0** | (11.9) | | Central functions | | | **(39.5)** | (40.1) | | **Group adjusted operating profit from continuing operations** | | | **231.0** | 196.5 | Alsa's Adjusted Revenue increased by 9.6% to €2,141.7m on a constant currency pro-forma 15-month like-for-like basis as a result of strong passenger demand in Alsa's domestic market (including Long Haul, Urban and Regional operations). This led to Alsa delivering an Adjusted Operating Profit of €290.0m; an increase of 12.6% on a constant currency pro-forma 15-month like-for-like basis. Mobico Group Annual Report for the 15-month period ending 31 March 2026 25 --- ## Group CFO's review continued WeDriveU Adjusted Operating Profit reduced on a constant currency pro-forma 15-month like-for-like basis by $5.5m to $33.1m, as a result of operational challenges on some of its key contracts. In UK Bus, passenger volumes fell in line with broader industry trends resulting in a reduced Adjusted Operating Profit of £2.4m in the current period. UK Coach continues to face passenger demand and yield pressure due to market conditions, including increased competition, with a (£22.9m) Adjusted Operating Loss compared to a (£2.0m) loss in the pro-forma comparative 15-month period. German Rail Adjusted Operating Profit of €19.8m, versus a (€14.1m) loss in the pro-forma comparative 15-month period 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-period losses being offset by a £72.2m utilisation of the OCP. Central Functions costs have decreased slightly by £0.6m against the pro-forma comparative 15-month period, with cost savings achieved being mostly offset by 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 and cash management | Funds flow | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2026^{1,2} £m | | --- | --- | --- | | Adjusted Operating Profit from continuing operations | **231.0** | 179.4 | | Adjusted Operating Profit from discontinued operations | **12.9** | 5.7 | | Depreciation and other non-cash items | **220.9** | 249.0 | | Adjusted EBITDA | **464.8** | 434.1 | | Net maintenance capital expenditure^{1} | **(187.8)** | (161.9) | | Working capital movement | **(4.9)** | 52.6 | | Pension contributions above normal charge | **(11.7)** | (7.6) | | Operating cash flow | **260.4** | 317.2 | | Net interest paid | **(90.8)** | (86.3) | | Tax paid | **(37.8)** | (15.0) | | Free cash flow | **131.8** | 215.9 | | Growth capital expenditure^{1} | **(73.5)** | (59.3) | | Acquisitions of businesses (net of cash and debt acquired) | **(18.7)** | (57.9) | | Disposals of businesses (net of cash and debt disposed) | **286.4** | – | | Adjusting items | **(158.4)** | (99.2) | | Payment on hybrid instrument | **(42.5)** | (21.3) | | Other, including foreign exchange | **(10.1)** | 26.7 | | Net funds flow | **115.0** | 4.9 | | Adjusted net debt | **(1,133.6)** | (1,248.6) | $^{1}$ Net maintenance capital expenditure and growth capital expenditure are defined in the glossary of Alternative Performance Measures $^{2}$ Restated for prior period restatements and to represent prior periods for discontinued operations The Group generated Adjusted EBITDA of £464.8m in the period (2024 restated: £434.1m), with an improvement in profitability in the continuing businesses being offset by a reduction driven by the loss of School Bus EBITDA following its disposal in July 2025. £187.8m of maintenance capital expenditure mainly relates to fleet capex within NASB (prior to its disposal) and Alsa. Working capital net outflow of £4.9m 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 £131.8m (2024 restated: £215.9m). Growth capital expenditure of £73.5m is a result of contract wins in prior and current periods, in particular in NASB prior to its disposal. Acquisitions outflow of £18.7m (2024: £57.9m) relates primarily to the deferred consideration payment relating to the CanaryBus acquisition in Alsa which completed last year. Disposals inflow of £286.4m (2024: £nil) mostly reflects the cash inflow and lease and other debt extinguished on the School Bus disposal. A cash outflow of £158.4m was recorded in respect of the items excluded from adjusted results as explained in the section above. 26 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information £42.5m of coupon payments on the hybrid instrument were made in the period, being the annual coupon payments made in February 2025 and February 2026. Other outflows of £10.1m 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 £115.0m (2024: £4.9m) resulted in adjusted net debt of £1,133.6m (2024: £1,248.6m). 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 March 2026, covenant gearing was 2.9x (31 December 2024: 2.8x) and interest cover was 4.7x (31 December 2024: 4.6x). At 31 March 2026, the Group had utilised £1.3bn of debt capital and committed facilities, with an average maturity of 4.1 years. The weighted average interest rate for the bonds and private placements is 3.5%. At 31 March 2026, the Group's £600m RCF facility was undrawn and it had £242m of net cash and cash equivalents. The table below sets out the composition of these facilities. | Funding facilities | Facility £m | Utilised at 31 March 2026 £m | Headroom at 31 March 2026 £m | Maturity year | | --- | --- | --- | --- | --- | | Core RCFs^{1} | 600 | – | 600 | 2028–2029 | | 2028 bond | 250 | 250 | – | 2028 | | 2031 bond | 437 | 437 | – | 2031 | | Private placements^{2} | 405 | 405 | – | 2027–2032 | | Divisional bank loans | 30 | 30 | – | various | | Leases | 195 | 195 | – | various | | **Funding facilities excluding cash** | **1,917** | **1,317** | **600** | | | Net cash and cash equivalents | | (242) | 242 | | | **Total** | | **1,075** | **842** | | $^{1}$ £571m of the facility matures in 2029 with £29m maturing in 2028 $^{2}$ The portion of Private placements that mature in 2027 is £233m maturing May and June 2027. The remainder matures in 2030 and 2032. At 31 March 2026, 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 March 2026, the proportion of Group debt at floating rates was 14% (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 March 2026, the Group is around 60% hedged for 2027 at an average price of 45.3p per litre and around 25% hedged for 2028 at an average price of 40.1p per litre. This compares to an average hedged price in 2026 (calendar year) of 50.7p per litre. ### Adjusted Return on capital employed The Adjusted Return on capital employed at the end of the period was 21.5% (2024 restated: 10.0%). ### Dividend A final 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 March 2026 was £53.2m (31 December 2024: £11.5m), with the IAS 19 deficit for the Group's main scheme in the UK Bus division being £53.3m (31 December 2024: £11.3m). The significant increase in the deficit is the result of the new contribution schedule implemented as part of the recent triennial valuation, reflecting increased maturity of the scheme membership profile and the West Midlands Pension Fund updating the funding approach towards a low risk basis as a result. ### 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 2 of the Financial Statements. Brian Egan Group CFO 28 July 2026 Mobico Group Annual Report for the 15-month period ending 31 March 2026 27 --- # Key performance indicators ## Financial KPIs ### Adjusted Operating Profit (£m) ## £231.0m 2024 restated: £179.4m | 25/26 | 15-months | 231.0 | | --- | --- | --- | | 25 | 12-months | 198.0 | | 24 | | 179.4 | | 23 | | 168.6 | | 22 | | 197.3 | ### KPI definition Group Adjusted Operating Profit from operations. See glossary on page 243. ### Relevance to strategy A key measure of the overall performance of the business. We are focused on driving growth in Adjusted Operating Profit in order to generate higher and sustainable returns for our Shareholders and providing the platform for further growth for all our stakeholders including our employees, our customers and our partners. ### Performance Adjusted Operating Profit increased by £51.6m to £231.0m (2024 restated: £179.4m) largely driven by Alsa, improved performance in German Rail and the benefits of the commencement of the cost reduction programme. ### Remuneration linkage Group Adjusted Profit before tax is one of three bonus inputs to the Executive Directors' and senior managers' annual bonus structure. ### Free Cash Flow (£m) ## £131.8m 2024 restated: £215.9m | 25/26 | 15-months | 131.8 | | --- | --- | --- | | 25 | 12-months | 77.3 | | 24 | | 215.9 | | 23 | | 163.7 | | 22 | | 160.5 | ### KPI definition Free Cash Flow is the cash flow available after deducting net interest and tax from operating cash flow. See reconciliation on page 245. ### Relevance to strategy Strong cash generation provides the funding to deliver on our strategy. Our focus on cash generation ensures that we are running the business efficiently, converting profit to cash to enable investment into the business, a reduction in leverage, returns to Shareholders. ### Performance Free cash inflow reduced to £131.8m (2024 restated: £215.9m) mainly as a result of committed expenditure in North American School Bus prior to its sale. ### Remuneration linkage Free cash flow is one of three bonus inputs to the Executive Directors' and senior managers' annual bonus structure. ### Adjusted Return on Capital Employed (%) ## 21.5% 2024 restated: 10.0% | 25/26 | 15-months | 21.5 | | --- | --- | --- | | 25 | 12-months | 18.3 | | 24 | | 10.0 | | 23 | | 7.0 | | 22 | | 7.6 | ### KPI definition Adjusted Return on Capital Employed (ROCE) is Adjusted Operating Profit, divided by average net assets, excluding adjusted net debt and derivative financial instruments, translated at average exchange rates. See reconciliation on page 245. ### Relevance to strategy Adjusted ROCE demonstrates how efficiently the Group is deploying its capital resources to generate operating profit. A focus on Adjusted ROCE ensures that we maintain a disciplined approach to capital investment and continue to invest in those areas in which we deliver the best returns. This ensures that we maximise returns to Shareholders for the capital they invest. ### Performance Adjusted ROCE of 21.5% is above our targeted level of 12.5% and largely results from a year-on-year decrease in Net Assets following the NASB sale, as well as a smaller impact from improved Adjusted Operating profit and decrease in adjusted net debt. During the 15-month period, the Group invested £187.8m of net maintenance capital to replace our fleet in existing operations and £73.5m in growth capital expenditure including vehicles to service new contracts in Alsa and North America. ### Remuneration linkage Adjusted ROCE is one of the performance measures in certain of the Long-Term Incentive Plans of Executive Directors and senior managers. 28 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## Non-Financial KPIs ### Safety – Fatalities and Weighted Injuries (FWI per million miles) # 0.001 2024: 0.003 | 25 | 12-months | 0.001 | | --- | --- | --- | | 24 | | 0.003 | | 23 | | 0.006 | | 22 | | 0.003 | #### KPI definition The Fatalities and Weighted Injuries (FWI) index weights injuries by severity to give an overall standard-based score which is normalised by miles operated. #### Relevance to strategy Safety is of paramount importance to a public transport operator and acts as a foundational pillar supporting our 'Simplify, Strengthen, Succeed' strategy. Safety is at the heart of our values and is our priority for both our customers and our employees. Ensuring the highest levels of safety is vital to strengthening our operational performance. High safety standards also help us to succeed by driving sustainable growth through customer loyalty and new business wins. #### Performance The Group FWI index target for 2025 was met and is the best result on record which demonstrates the relentless focus on safety. #### Remuneration linkage FWI per million miles is an input into the Executive Directors' and senior managers' annual bonus structure. ### Passenger kilometres (millions) # 26,779 2024: 39,432 | 25/26 | 15-months | 26,779 | | --- | --- | --- | | 25 | 12-months | 22,155 | | 24 | | 39,432 | | 23 | | 38,777 | | 22 | | 37,804 | #### KPI definition Passenger kilometres measures the total distance travelled by the total number of passengers. #### Relevance to strategy Growth in passenger kilometers is a leading indicator for customer satisfaction and evidence for the modal shift from cars to public transport. Our network, in terms of mileage and volume, is a driver of sustainable value for both the business and the environment, as the modal shift to public transport is a key solution to lowering carbon emissions and easing travel congestion. #### Performance Passenger kilometers have decreased significantly as a result of the sale of the NASB business. We continue to optimise our networks to prioritise routes where demand is the greatest. #### Remuneration linkage The Executive Directors' and senior managers' annual bonus scheme typically includes a component of personal objectives relating to business development metrics. ### GHG emissions: tCO₂e/mpkms # 52.95 2024 restated: 49.96 | 25/26 | 15-months | 52.95 | | --- | --- | --- | | 25 | 12-months | 51.78 | | 24 | | 49.96 | | 23 | | 36.39 | | 22 | | 40.06 | #### KPI definition Tonnes of GHG carbon emissions for Scope 1, 2 and 3 per million passenger kilometres. 2024 was restated to exclude NASB. #### Relevance to strategy Reducing the environmental impact of transport is core to our purpose and aligns with our 'Simplify, Strengthen, Succeed' strategy. Rail, bus and coach travel is significantly less polluting per passenger than cars. As such, modal shift is the single most important thing we can do to drive the climate change and clean air agendas. We are also committed to making public transport itself greener and have adopted science-based targets. #### Performance Scope 1 and 2 absolute emissions decreased by 6.7% overall on a comparable calendar year basis. Scope 3 absolute emissions decreased by 13.8% over the same period. The intensity metric of emissions per million passenger kilometres has increased by 3.6%. See more on environmental performance within the TCFD section on pages 42 to 55. #### Remuneration linkage Emissions reduction or zero emission vehicle targets are some of the performance measures in certain of the Long-Term Incentive Plans of Executive Directors and senior managers. Mobico Group Annual Report for the 15-month period ending 31 March 2026 29 --- ## Key Performance Indicators continued ### Non-Financial KPIs #### On-Time-Performance 91.9% 2024: 92.0% | 25/26 | 15-months | 91.9 | | --- | --- | --- | | 25 | 12-months | 91.8 | | 24 | | 92.0 | | 23 | | 91.1 | | 22 | | 91.5 | #### KPI definition On-Time-Performance (OTP) measures the percentage of our services, weighted by mileage across divisions, that are arriving on time at intermediate (where relevant) and timing stops. The definition of 'on time' varies by business, for example no more than one minute early or five minutes late for urban bus services. The OTP KPI excludes rail services, high-frequency bus services (where frequency and actual versus scheduled waiting times is a more appropriate reliability measure), and services where we are currently not able to measure OTP accurately. For 2025, we are now excluding NASB service punctuality performance (prior years have not been restated). #### Relevance to strategy Improving OTP is a key driver for customer retention and winning new contracts and links to the 'Simplify, Strengthen, Succeed' strategy. Consistently hitting punctuality targets allows us to simplify and streamline network operations, while reducing costly delays. This strengthens our reputation for reliability – whether for fare-paying passengers or with our clients and local passenger transport authorities. Maintaining this reliability strengthens our competitive edge and drives operating efficiencies across the Group. Ultimately OTP improves financial returns and secures the customer loyalty necessary for us to succeed and grow. #### Performance The Group's OTP has remained strong, delivering results in line with the high benchmarks achieved in 2024. Punctuality was sustained across the UK, WeDriveU and our consistently top-performing Alsa business. All our divisions benefited from a focus on driver recruitment and retention alongside the use of advanced digital tools, including Artificial Intelligence-enabled scheduling tools. By continuing to deploy advanced technologies and operational efficiencies, we simplify our networks, strengthen service reliability and position the Group to succeed. ![img-0.jpeg](img-0.jpeg) ![img-1.jpeg](img-1.jpeg) 30 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Our engagement with stakeholders ## Section 172 Statement The Board of Directors has had regard to the stakeholders' interests as described on these pages, and the other matters set out in Section 172(1) (a) to (f) of the Companies Act 2006, when making decisions during the year under review. Examples of this are set out on pages 78 and 79 and are incorporated into this statement by reference. | Colleagues | | | | --- | --- | --- | | **Why they are important to strategy** Our people are the heart of our business. They are at the front line of executing strategy; it is their hard work and dedication that will ensure we succeed **How we engage** - Open lines of communication with both Group and divisional management including regular updates, newsletters and a Group-wide intranet, MobiconX - Two-way dialogue with the Board through employee engagement forums - Constructive dialogue with trade unions - Executive management hold regular online meetings with SLT - A mix of engagement surveys, pulse surveys and mood boards on the Group intranet, MobiconX to assess mood and sentiment | **What they value** Our colleagues expect us to look after their safety, health and wellbeing. They expect a workplace that values diversity and champions inclusion, and an employer that respects their rights. Fair reward and recognition for their work and opportunities for progression are important to them as well as regular and clear communication **Delivering for them** - We have a new people and culture strategy which outlines our commitment to our people - We maintain the highest safety standards protecting our colleagues' health and wellbeing. Wellbeing has been a particular focus for the period in question following the launch of the new wellbeing strategy last year - We actively promote diversity and inclusion**Links to KPIs:** FWI, OTP | **Market and regulatory factors** - Labour laws can impact working conditions and cost of employment - Qualification and training regulations can impact recruitment time - Macroeconomic conditions and immigration laws can impact access to labour pools - Competitor pay and working conditions can impact recruitment and retention - Flexible working conditions and benefits can attract and retain a more diverse workforce**Opportunities** - An engaged workforce will better support delivery of strategic goals - Knowledgeable and well-trained colleagues can help us innovate and identify new opportunities - Favourable workplace conditions can attract and retain talent**Risks** - Labour shortages hinder our ability to deliver reliable services - Discontent can lead to strikes or attrition | | Passengers and customers | | | | **Why they are important to strategy** Our ability to win passenger and customer loyalty and satisfaction in both our B2B and B2C businesses by the provision of safe and reliable services is central to our continued growth and success **How we engage** - Local relationships guided by common standards across the Group - Intuitive and highly rated websites, apps and social media, and easily accessible customer service centres - Direct dialogue with transport authorities and corporate customers - Passenger feedback and customer satisfaction surveys - High-quality bidding and engagement through the bid process | **What they value** - Our passengers and customers want safe and reliable services. They value consistent service delivery that generates trust. They expect prompt and pragmatic responses to changing demands alongside open and honest communication. Increasingly, they also want to engage with socially responsible and sustainable companies**Delivering for them** - Safety is integral to how we operate, and we invest heavily in our safety programme to ensure it remains a priority - We train our employees to offer great service - We adapt our services, develop operational initiatives and invest in technology to best meet our passengers' and customers' needs**Links to KPIs:** Passenger journeys, FWI, OTP, GHG emissions | **Market and regulatory factors** - Macro political and economic events can change travel behaviours and funding, which may result in new opportunities and risks - Regulation to achieve better air quality in cities can increase the relative attractiveness of shared mobility for passengers and prompt B2C customers to seek shared mobility solutions - The de-regulation or re-regulation of certain markets can create new opportunities and risks**Opportunities** - More optimised transport networks and greener fleets, can attract more passengers - Increased or new institutional requirements can create new customer opportunities - Increased congestion and clean air charging, as well as rising fuel costs, may increase the relative attractiveness of shared mobility**Risks** - Increased competition can erode market share and reduce our profitability | Mobico Group Annual Report for the 15-month period ending 31 March 2026 31 --- ## Our engagement with stakeholders continued | Suppliers | | | | --- | --- | --- | | **Why they are important to strategy** Our suppliers partner with us to supply the resources we need to deliver our services, as well as innovative solutions to continuously improve those services. Their success is important to our success **How we engage** - Local divisional relationships supplemented by oversight from the Group centre - Regular discussions with suppliers about evolving market places, opportunities and collaborating with them to innovate - Considering suppliers' importance to our strategic success when tendering contracts and engaging in contract negotiations - Direct dialogue with Board members | **What they value** Our suppliers want to work in partnership and collaborate with us, investing in relationships over the long-term to achieve mutual benefits. They value good line of sight on placement of orders and fair engagement and payment terms **Delivering for them** - We invest in long-term supply relationships and look to provide good visibility on orders - We contract on mutually acceptable commercial terms and meet our payment obligations**Links to KPIs:** ROCE | **Market and regulatory factors** - Component shortages and labour shortages can disrupt the supply chain - Increased regulation affecting suppliers, such as changes in import/export rules and charges, can impact the cost and speed of the supply chain**Opportunities** - Our relationships can give us access to more competitive pricing and shortened delivery times - Investing in long-term relationships can aid our transition to a zero emission fleet by giving suppliers confidence to invest in developing innovative solutions with us**Risks** - Poor quality control or financial difficulties faced by suppliers can compromise their ability to support us | | Equity and debt investors | | | | **Why they are important to strategy** Our equity and debt investors provide access to the capital necessary to fund the delivery of our strategy **How we engage** - Market announcements, financial results presentations and investor roadshows - Direct engagement by the Executive Chair, Group CFO, Group COO and our Investor Relations function. This included a trial of an online presentation and Q&A platform targeted at retail equity investors - Ongoing engagement via our brokers and other advisers | **What they value** - Investors value clarity of strategy and business model and consistent financial performance and returns. They expect strong risk management and internal controls, alongside compliance with listing obligations and debt terms. Investors expect commitment to sustainability objectives**Delivering for them** - Through our regular meetings and calls we deliver clear, consistent, and high-quality data and trading commentary - We strive to deliver financial returns in line with our own and our investors' expectations**Links to KPIs:** Adjusted Operating Profit, Free cash flow, ROCE, GHG emissions | **Market and regulatory factors** - Macro political and economic events can impact our operations and financial performance, which can affect our share price - Regulation relating to our equity listing can increase our costs - Regulation of debt providers and macro political and economic events can impact access to and/or cost of capital**Opportunities** - Investors' focus on ESG should increase the demand for quality public transport stocks - Cost and access to debt capital should favour financially attractive companies with positive environmental impact**Risks** - Constrained equity and/or debt markets increase the costs of capital and debt financing - Investors are not convinced about the Group's financial future which means liquidity is not available or expensive | 32 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Governments # Why they are important to strategy Central and local government authorities set transport policies and provide funding for transport initiatives, which can create favourable conditions for the delivery of our strategy # How we engage - Inviting key government stakeholders to present to the Board - Local relationships guided by common Group standards - Formal alliances and industry groups and associations - Senior management meetings with government representatives # What they value Governments want safe, reliable, and good value passenger transport services for the benefit of the communities they serve. They seek partners who will work with them to solve the challenges of clean air and traffic congestion # Delivering for them - We invest consistently in the safety and operational reliability of our services - We keep service standards high while keeping prices fair on services that generally serve communities - We are working towards ambitious fleet decarbonisation targets across our markets # Links to KPIs: Passenger journeys, FWI, OTP, GHG emissions # Market and regulatory factors - Governments can provide or reduce funding for transport - Laws and regulations on driver licensing and training, vehicle condition and testing, directly impact our economics - Increased regulation to reduce carbon emissions can create demand for green technologies but make older technologies obsolete # Opportunities - Bus franchising and re-regulation present opportunities in existing and new markets - Increased grant funding to support transition to zero emission fleet can improve our economics # Risks - Reduction or withdrawal of government support for public transport can worsen our economics # Communities # Why they are important to strategy The communities in which we operate drive the demand for transport services that underpins our strategy as well as being where our colleagues live and work # How we engage - Each division has well-established community support programmes: - The 'Youth Promise' in the UK - The 'Integra Foundation Partnership' in Alsa # What they value The communities in which we operate look to us for safe, clean, reliable and affordable transport services, and opportunities for rewarding employment. They also value companies which give back to their communities and which keep people connected # Delivering for them - We offer attractive employment opportunities in local communities by investing in colleague health and wellbeing, paying a fair wage, investing in training and development and promoting diversity and inclusion - We support our communities through keeping people connected # Links to KPIs: Passenger journeys, FWI, OTP, GHG emissions # Market and regulatory factors - Macro political and economic events can change travel behaviours of local communities - Increasing regulation such as Low Emission Zones and Clean Air Zones will help drive modal shift to public transport # Opportunities - Increased congestion and clean air charging, in addition to the rise in fuel prices, increases the relative attractiveness of shared mobility - Increasing awareness of global warming and air quality issues creates demand for alternatives to the car # Risks - Changes in travel behaviours by members of the community may impact our operations where those behaviours become new norms Mobico Group Annual Report for the 15-month period ending 31 March 2026 33 --- # Non-financial and sustainability information statement The new non-financial reporting requirements contained in Sections 414CA and 414CB of the Companies Act 2006 require us to provide information to help stakeholders understand our position on non-financial matters. The table below sets out a summary, with all the policies described at www.mobicogroup.com/about-us/our-policies. | Requirement | How we govern our approach | Further information | | --- | --- | --- | | **Environment** | Group Environmental Policy Health & Safety Policy | Environmental leadership page 35 Sustainability Committee report pages 94 to 96 Climate-related metrics and targets pages 52 to 55 | | **Employees** | Human Rights and Diversity Policy (including Workplace Rights) Whistleblowing Policy | People pages 38 to 40 Board engagement with the workforce pages 82 and 83 | | **Human rights** | Human Rights and Diversity Policy – Anti-Modern Slavery Statement Whistleblowing Policy Privacy Policy | Colleagues' rights pages 31 and 80 Sustainable development goals pages 36 to 41 | | **Social matters** | Rather than a specific policy, our approach to social matters is framed by our strategic focus on 'planet, people and places' | People pages 38 to 40 Places page 41 | | **Anti-corruption and anti-bribery** | Anti-Bribery and Corruption Policy (including Gifts and Hospitality) Procurement Policy | Risk management pages 85 and 86 | | **Policy implementation, due diligence and outcomes** | Policy Compliance Framework (second line assurance programme) | Corporate Governance from page 70 (including Board activity for the period pages 73 to 75) Audit Committee report pages 84 to 86 | | **Principal risks and impact on business activity** | Risk Management Framework | Principle risks and uncertainties pages 56 to 65 Audit Committee report pages 84 to 86 | | **Description of business model** | | Our business model pages 08 and 09 | | **Non-financial key performance indicators** | | Non-Financial KPIs pages 29 and 30 Climate-related metrics and targets pages 52 to 55 | 34 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Sustainability ## Sustainability is at the heart of everything we do We respect the Planet, we move People and we connect Places. To learn more about Sustainability at Mobico and our Climate Transition Plan go to www.mobicogroup.com/sustainability/ ![img-2.jpeg](img-2.jpeg) Our core mission is to help drive modal shift from private cars to mass transportation across all of our services and in all of our geographies across the globe. The case for sustainable transport is clear: it is better for health, local economies and the environment. We are committed to being a responsible business and believe by working closely with our clients, taking responsible actions and delivering for our customers, we will continue to drive change for the better. Through our strategic focus on 'planet, people and places', we continue to challenge ourselves through stretching but achievable targets and monitor our success through KPIs which are tracked on a regular basis. ### We respect the planet This year, we have developed our first Climate Transition Plan, highlighting our ambitions aligned with protecting the planet. It sets out our roadmap to net zero, consolidating our approach to steer the business towards lower carbon emissions in one place for the first time. Given that approximately 85% of our total Scope 1 and 2 emissions are from vehicle fuel, we are committed to implementing a net zero fleet across all of our businesses by 2040 – aligned with the Paris Agreement target to limit global warming to 1.5 °C above pre-industrial levels. See pages 36 and 37 for details on the actions we have taken this year in support of respecting the planet. ### We connect places and transform communities This year, we have launched a new 'people and culture' strategy, designed to make us an employer of choice; attracting and developing the best talent in the knowledge that people drive our organisation and that staying close to them is how we go further. As well as what we have achieved during the period (see page 41) we have a programme of actions to implement the strategy throughout the remainder of 2026 and beyond. ### Together, we move people safely and responsibly Our businesses continue to support the local communities they serve through locally-led initiatives and through collaboration with our customers and partners. Along with the services we provide, this helps us to connect places and, as we grow, we look for new opportunities to further these connections. Case studies on the work we have done to connect places can be found on pages 38 to 40. Mobico Group Annual Report for the 15-month period ending 31 March 2026 35 --- Sustainability continued # Planet ## We respect the planet ### Aligned UN Sustainability Goals **Sustainable Cities and Communities** **Responsible Consumption and Production** **Climate Action** The way we travel has a direct impact on our environment, our communities, health and economies. Transport is the largest contributor to both the US and UK's carbon emissions and is responsible for around a quarter of the EU's total greenhouse gas emissions. We recognise our responsibility as a public transport operator to work towards reducing emissions, through the modal shift to public transport and decarbonising our fleet. This year, we have developed our first Climate Transition Plan. It sets out how we intend to reduce our emissions, decarbonise our fleet and highlights the governance we have put in place to ensure that we progress towards our targets. We have also set ambitious targets that are aligned to the terms of the Paris Agreement and which have been verified by the Science Based Target initiative (SBTi). With 90% of Scope 1 emissions arising from our vehicles, our commitment is for all of our vehicles to be zero emission (at tailpipe) by 2040. This supports a credible plan to achieve our emission reduction targets. **100.0%** of vehicles to be zero emission by 2040 **63.0%** targeted reduction in Scope 1 and Scope 2 emissions by 2035 **37.5%** targeted reduction in Scope 3 emissions by 2035 ## Our achievements this year We continue to progress towards our targets. 10% of our fleet is now zero emission (1,329 vehicles in service or on order). We operate zero emission fleets across more of our business than ever before. Our Scope 1 and 2 emissions have reduced by 5.2% in 2025 while our Scope 3 emissions have reduced by 13.8% versus 2024 on a like-for-like basis.$^{1}$ Our work has been widely recognised by independent raters and rankers such as Sustainalytics and CDP. This year we were proud to secure a place on CDP's prestigious annual Climate 'A' List. In 2025, nearly 20,000 companies were scored worldwide. Achieving an 'A' rating places Mobico among the global leaders, demonstrating comprehensive disclosure, mature environmental governance and meaningful progress towards environmental resilience. ![img-3.jpeg](img-3.jpeg) $^{1}$ Excluding North America School Bus which was disposed of during the period. 36 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # CASE STUDY # UK Bus # Decarbonising the infrastructure and fleet In 2025, UK Bus accelerated its transition toward a net zero future through a dual strategy of infrastructure modernisation and fleet electrification. By addressing both fixed assets and mobile operations, the Group is achieving significant gains in operational efficiency and environmental performance. # LED transformation A comprehensive LED lighting transformation was launched across the property portfolio, including depots, offices and coach stations. By replacing legacy sodium and fluorescent fittings with modern, energy-efficient LED technology, the Group has enhanced workplace safety and lighting quality while drastically reducing maintenance needs thanks to a 10-year lifespan. The impact of this rollout is substantial. Since its initiation in mid-2025, the programme has already achieved cumulative energy savings of 432,479 kWh. The initiative is projected to deliver an annual reduction of 1,558,825 kWh, supporting wider carbon reduction objectives and providing long-term cost savings. # Electrifying the network: 130 new ZEVs Simultaneously, UK Bus is transforming the passenger experience in the West Midlands. Through 2025 and 2026, 130 new electric buses are being integrated into the Wolverhampton and Perry Barr depots. By replacing an equal number of diesel vehicles, this transition directly improves local air quality and offers a quieter, more comfortable journey for customers. With infrastructure currently under construction and a phased introduction that started in December 2025, this investment reinforces the Group's commitment to a fully zero emission fleet. ![img-4.jpeg](img-4.jpeg) # CASE STUDY # Alsa # Accelerating decarbonisation through biofuels As part of its commitment to sustainable mobility, Alsa has significantly expanded its adoption of Hydrotreated Vegetable Oil (HVO), a biofuel also known as renewable diesel. This high-performance fuel is one of the most effective alternatives for decarbonising transportation and is a key part of Alsa's approach to decarbonise its fleet without requiring immediate, large-scale infrastructure overhauls. Produced via a specialised hydrotreatment process, HVO is chemically near-identical to fossil diesel. This 'drop-in' compatibility allows Alsa to utilise the fuel in existing engines without technical modifications, thus ensuring a seamless transition toward greener operations. The strategic benefits of HVO: - Environmental impact: It can reduce CO₂ emissions by up to 90% over its life cycle, while also decreasing particulate matter and nitrogen oxides; - Operational efficiency: HVO ensures cleaner combustion and superior cold-start performance; and - Long-term stability: Unlike traditional biodiesel, HVO boasts a shelf-life of up to 10-years, minimising storage degradation. ![img-5.jpeg](img-5.jpeg) Mobico Group Annual Report for the 15-month period ending 31 March 2026 37 --- Sustainability continued # People Together, we move people safely and responsibly Aligned UN Sustainability Goals Good Health and Wellbeing, Decent Work and Economic Growth, Sustainable Cities and Communities Every day, across every corner of our network, our >30,000 strong team is the vital force that keeps our customers moving. From the front line to behind the scenes, from drivers and engineers to customer and support teams, our people do more than deliver journeys – they sustain the essential connections that local communities depend on. We take immense pride in this collective effort, recognising that the dedication of our colleagues is the heartbeat of our business and underpins how we deliver to customers and our operational resilience. In many of the regions where we operate the Company is more than a transport provider, it is a major employer with a responsibility to reflect the diverse communities we serve. We are committed to being a place where talent chooses to join and stay, fostering an environment where every voice is heard and individual contributions are truly valued. As the transport industry evolves, we remain focused on supporting our people to challenge, innovate and grow, and ensuring they have the foundations to be at their very best as we shape the future of mobility together. By focusing on these fundamentals, we aim to build a more sustainable future for both our employees and the business. New 'People and Culture' strategy Under the banner of 'Going Further. Being Close', our new 'People and Culture' strategy is shaped by, and underpins, our Purpose of leading modal shift from cars to mass transit. We know that people drive our business and by attracting, developing and retaining the best talent and becoming an employer of choice, we will ensure we have the collective strength to deliver our Purpose. The strategy is based on technology and continuous innovation, on enhancing leadership compatibility, on meeting the expectations of today's workforce, prioritising diversity, equity and inclusion, closing talent gaps and transforming our workforce through AI and automation. It builds on our existing culture through defining our DNA as the people aspect and the way we work as an organisation, as well as four specific priorities that ensure we deliver on our 'Simplify, Strengthen, Succeed' strategy. 'People & Culture' strategy To be an employer of choice, attracting and developing the best talent, knowing that people drive our organisation and that staying close to them is how we go further. Our way of working Transparency, innovation, continuous improvement and operational excellence shape the way we work. Going further Being close Our priorities 1 We are powered by talent. 2 Connection makes us stronger. 3 Culture shapes who we are. 4 Driven by diversity. ![img-6.jpeg](img-6.jpeg) Going further. Being close. 38 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ![img-7.jpeg](img-7.jpeg) ### Diversity and inclusion We take great pride in being a diverse business that mirrors the varied and vibrant communities we connect. By embracing a wide range of backgrounds, cultures and experiences, we gain a deeper understanding of our customers' needs and build a more resilient, forward-thinking business. For us, diversity is a collective strength that informs everything we do. We want every member of our team to feel that they belong. Our focus is on cultivating a truly inclusive environment where every colleague, regardless of their role or background, feels respected, valued and heard. An inclusive culture empowers people to bring their authentic selves to work, challenge the status quo and contribute their best to our shared success. While our gender diversity metrics declined during this period, we have developed targeted initiatives to drive positive progress, including: - Executive development programmes for high-potential women; and - Partnerships with women's networks and organisations. ### Talent and growth We are committed to being an employer of choice, a place where people are not only attracted to join but are inspired to stay with us as they build their careers. We are working to create supportive environments where everyone can flourish and be their best. Through initiatives that promote wellbeing, strengthen team connections and encourage personal growth, we want to empower our colleagues to take pride in the vital role they play. By investing in their skills today, we ensure we have the expertise and innovation needed to deliver safe, responsible transport for the communities of tomorrow. This includes initiatives such as the creation of a driver academy and engineering apprenticeships. ### Safety The health, safety and wellbeing of our customers, employees and any others affected by our operations, is a priority for everyone at Mobico. All our businesses reflect this commitment and work to the highest standards. They are supported by robust Group-wide systems and the deployment of technology to minimise the risk of harm. Over the last 15-months, we have made wellbeing a fundamental part of our Health and Safety management system, ensuring that we fully recognise the importance of wellbeing on our people and business performance. In the year, we have implemented a 13th Global Safety Standard on wellbeing. Our 2025 Fatal and Weighted Injuries Index (FWI) per million miles of 0.0011 represents the best ever performance for the Group. ### Gender diversity at Mobico as at 31 March 2026 #### Board of Directors ![img-8.jpeg](img-8.jpeg) #### Key | ● Male | 62.5% | | --- | --- | | ● Female | 37.5% | #### Senior leadership team ![img-9.jpeg](img-9.jpeg) #### Key | ● Male | 75.5% | | --- | --- | | ● Female | 24.5% | #### Entire workforce ![img-10.jpeg](img-10.jpeg) #### Key | ● Male | 83% | | --- | --- | | ● Female | 17% | Mobico Group Annual Report for the 15-month period ending 31 March 2026 39 --- Strategic report Governance report Financial report Additional information | Intensity metrics (excludes North America School Bus) | 15-months ending 31 March 2026 | 12-months ending 31 December 2025 | 12-months ending 31 December 2024 | Change (2024 versus 2025) | | --- | --- | --- | --- | --- | | Location-based: | | | | | | Total Scope 1 and 2 per million passenger kilometres | **33.03** | **32.46** | 30.85 | +5.2% | | Total Scope 1 and 2 per £000's revenue | **0.263** | **0.263** | 0.297 | -11.5% | | Total Scope 1, 2 and 3 per million passenger kilometres | **49.78** | **48.69** | 47.55 | +2.4% | | Total Scope 1, 2 and 3 per £000's revenue | **0.397** | **0.394** | 0.457 | -13.9% | | Market-based: | | | | | | Total Scope 1 and 2 per million passenger kilometres | **36.20** | **35.55** | 33.26 | +6.9% | | Total Scope 1 and 2 per £000's revenue | **0.289** | **0.288** | 0.320 | -10.1% | | Total Scope 1, 2 and 3 per million passenger kilometres | **52.95** | **51.78** | 49.96 | +3.6% | | Total Scope 1, 2 and 3 per £000's revenue | **0.422** | **0.419** | 0.481 | -12.8% | As required by IFRS S2 29 (a) (iv), Scope 1 and 2 emissions are further disaggregated as follows (note these exclude North America School Bus): | Scope 1 | 15-months ending 31 March 2026 | 12-months ending 31 December 2025 | 12-months ending 31 December 2024 | Change (2024 versus 2025) | | --- | --- | --- | --- | --- | | Consolidated accounting group | **765,833** | **624,635** | 675,555 | -7.5% | | Other investees (associates and joint ventures) | **23,161** | **19,195** | 18,107 | +6.0% | | **Total Scope 1** | **788,994** | **643,830** | 693,662 | -7.2% | | Scope 2 (market-based) | 15-months ending 31 March 2026 | 12-months ending 31 December 2025 | 12-months ending 31 December 2024 | Change (2024 versus 2025) | | --- | --- | --- | --- | --- | | Consolidated accounting group | **179,408** | **142,999** | 136,641 | +4.6% | | Other investees (associates & joint ventures) | **953** | **839** | 717 | +17.0% | | **Total Scope 2 (market based)** | **180,361** | **143,838** | 137,358 | +4.7% | Scope 3 emissions by category are as follows. The other categories are not applicable to the Group. | Scope 3 by category | 15-months ending 31 March 2026 | 12-months ending 31 December 2025 | 12-months ending 31 December 2024 | Change (2024 versus 2025) | | --- | --- | --- | --- | --- | | 1. Purchased goods and services | | | | | | 2. Capital goods | **40,076** | **30,596** | 75,993 | -59.7% | | 3. Upstream fuel and energy production and distribution | **213,501** | **173,303** | 181,917 | -4.7% | | 4. Upstream transportation and distribution | **147,862** | **117,616** | 113,221 | +3.9% | | 5. Waste and water | **834** | **714** | 382 | +86.9% | | 6. Business travel | **4,096** | **3,131** | 2,222 | +40.9% | | 7. Employee commuting | **39,483** | **31,948** | 18,910 | +68.9% | | 8. Upstream leased assets | **4** | **4** | 20,662 | -100.0% | | 13. Downstream leased assets | **743** | **596** | 101 | +490.1% | | 15. Investments | **1,980** | **1,572** | 3,861 | -59.3% | | **Total Scope 3 (baseline)** | **448,579** | **359,480** | 417,269 | -13.8% | | North America School Bus | **56,577** | **56,577** | 123,956 | -54.4% | | **Total Scope 3 for the period** | **505,156** | **416,057** | 541,225 | -23.1% | The Group already has incentives in place across all divisions to lower our carbon footprint in our operations, for example being embedded within employee targets and objectives. In addition to this, capital investment requests and bid models are scrutinised for their environmental impact. Given that these processes already meet the aim of using a carbon price, we are not currently utilising one in our internal reporting at this stage; however, this will be kept under review. Mobico Group Annual Report for the 15-month period ending 31 March 2026 53 --- ## The Task Force on Climate-related Financial Disclosures continued Environmental targets have a 25% weighting within the annual long-term incentive plan (LTIP) awards granted to the former Executive Director(s) in 2023 and 2024. The Group does not currently collect data in sufficient detail to enable reporting of metrics under IFRS S2 29 (b) to (e) inclusive. ### Emissions performance commentary Absolute emissions for calendar year 2025 showed improvement on 2024. Scope 1 emissions reduced year on year on a like-for-like basis (i.e. adjusting both years to remove NASB for better comparability), principally as a result of increased ZEVs in service and increased consumption of HVO fuel in Alsa. Scope 2 emissions (market-based) increased as a result of the higher number of ZEVs; although absolute Scope 1 and 2 combined emissions still showed a year-on-year reduction. Scope 3 emissions reduced by 13.8% on a like-for-like basis principally driven by lower capex costs arising from new vehicle orders. ### Emissions reporting methodology We measure and report our Scope 1, 2 and 3 greenhouse gas emissions in line with the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004), together with appropriate emission actors taken from recognised public sources including, but not limited to, the Department for Business, Energy & Industrial Strategy (BEIS), Defra, the International Energy Agency, the US Energy Information Administration, the US Environmental Protection Agency and the Intergovernmental Panel on Climate Change. We have used a materiality threshold of 5%, have accounted for all material sources of GHG emissions and have reported emissions for both the calendar year ending 31 December 2025 to enable comparability to prior years, and for the 15-months ending 31 March 2026 to align to our Financial Statements. The Group applies an Operational Control approach to all business divisions reporting emissions for collecting this data as it best captures the emissions the Group is responsible for. A regular review is undertaken to ensure any changes to the Group structure are reflected in capturing emissions data; this included updating the emissions baseline for 2024 to reflect the North America School Bus disposal which completed in July 2025. The Group's GHG Emissions Recalculation Policy can be found at www.mobicogroup.com/about-us/our-policies/. Scope 1 emissions (from combustion of fuels, and use of natural gas and refrigerant gases) represent the largest category for emissions, with vehicle emissions representing over 90% of Scope 1 emissions. Scope 2 emissions (from electricity usage) represent energy usage both in our buildings, in our German Rail operations and electric vehicles in operation in other divisions. A small portion of Scope 1 and 2 is estimated based on prior year data with a current year factor applied, only where current year invoices are not available on time for reporting. Scope 3 emissions have been calculated as follows: - For categories 1 and 4 combined, 2 (purchased goods and services, upstream transportation and distribution, and capital goods), the calculation methodology is based on actual spend data; - For category 5, waste, actual data is used where available, and if not available, a best estimation is made, based on averages of existing data; - For employee commuting (category 7), reasonable assumptions have been made around commuting patterns applied to the actual number of employees at each location. This category includes the optional emissions arising from home working; - For investments (category 15), the 'average data' method is used, based on the sector the investee company operates in, which drives the sector specific emission factor used, applied to investment value data; and - For all other Scope 3 categories relevant to the Group (3, 6, 8 and 13), actual usage data has been obtained. ### Assurance External assurance from Carbon Responsible Limited has been obtained over the Group's Scope 1 and 2 absolute emissions, to a limited level of assurance to the ISO14064-3 standard. ### Climate-related targets In April 2026, the Science Based Target initiative (SBTi) validated the Group's new near-term carbon reduction targets covering Scope 1, 2 and 3 emissions. These were an update to the Group's previous SBTi validated targets following the sale of North America School Bus in July 2025, requiring a recalculation of the baseline and the Group's near-term targets. The baseline year in the new targets was updated to 2024 to both use the latest available data and to ensure that NASB and WeDriveU data could be appropriately disaggregated in the baseline year (following the separation of the two businesses during 2024). The targets are aligned with the Paris Agreement of controlling the increase in global warming to below 1.5°C degrees. These targets are gross greenhouse gas (GHG) emissions targets and included CH₄ and N₂O global warming potential carbon equivalents. The Group does not utilise or plan to utilise carbon credits or offsetting at this stage. The approved targets were as follows: Mobico Group PLC commits to reduce absolute Scope 1 and 2 GHG emissions 63% by 2035 from a 2024 base year. Note the target boundary includes land-related emissions and removals from biogenic feedstocks. Mobico Group PLC commits to reduce absolute Scope 3 GHG emissions 37.5% by 2035 from a 2024 base year. Carbon emissions data for Scope 1 and 2 is collected and analysed on a quarterly basis, and Scope 3 on an annual basis, in order to regularly review progress against the targets. Progress in 2025 (calendar year) against the baseline year for Scope 1 and 2 emissions is shown below: | Calendar year | Scope 1 and 2 emissions (market-based, tCO₂e) | Reduction against baseline % | | --- | --- | --- | | 2024 | 830,910 | – | | **2025** | **787,668** | **5.2%** | Progress in 2025 (calendar year) against the baseline year for Scope 3 emissions is shown below: | Calendar year | Scope 3 emissions (tCO₂e) | Reduction against baseline % | | --- | --- | --- | | 2024 | 417,269 | – | | **2025** | **359,480** | **13.8%** | 54 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information Other KPIs are also measured and collected to review progress against both the above target and the Group's long-term targets of (a) achieving net zero by 2040 for scope 1 & 2 emissions and (b) operating a fully zero emission fleet by 2040. These are summarised in the table below: | KPI | At 31 March 2026 | At 31 December 2024 | Change YoY | | --- | --- | --- | --- | | Number of zero emission vehicles in service or on order | **1,329** | 1,100 | +20.8% | | % of total fleet that is zero emission (including on order) | **9.9%** | 4.1% | +5.8% | | Impact on operating profit from extreme weather events | **(£1m)** | (£5m) | (£4m) | | Net book value of diesel vehicles at 2040 | **£nil** | £nil | – | ### Streamlined Energy and Carbon Reporting (SECR) The below tables set out the required disclosures under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 and the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Note these exclude the emissions from North America School Bus which was disposed of during the year and has therefore been removed from our emissions baseline. | Scope 3 by category | 12-months ending 31 December 2025 UK & offshore area | 12-months ending 31 December 2025 Rest of world | 12-months ending 31 December 2024 UK & offshore area | 12-months ending 31 December 2024 Rest of world | | --- | --- | --- | --- | --- | | Scope 1 (tCO_{2}e) | **135,819** | **508,011** | 162,751 | 530,911 | | Scope 2 (location based) (tCO_{2}e) | **5,186** | **70,151** | 5,064 | 72,099 | | Scope 2 (market based) (tCO_{2}e) | **15** | **143,823** | – | 141,133 | | Total Scope 1 and 2 (market based) (tCO_{2}e) | **135,834** | **651,834** | 162,751 | 672,044 | | Energy consumption used to calculate above emissions (mwh) | **634,755** | **2,336,799** | 665,911 | 2,667,297 | | Intensity metrics (market based): | | | | | | Total Scope 1 and 2 per £000's revenue | **0.2314** | **0.3027** | 0.2612 | 0.3399 | | Total Scope 1 and 2 per million passenger kilometres | **31.77** | **36.46** | 38.82 | 32.33 | The methodology for calculating the above results is set out in the 'emissions reporting methodology' section above. ### Energy efficiency action taken Fleet electrification continues to represent our highest energy saving opportunity, with the number of zero emission vehicles having increased year on year as set out in the KPI section above. Electric vehicles save a significant amount of energy measured in MWh compared to diesel equivalents. In addition, during the current year other initiatives have also contributed to energy savings. In the UK, installation of LED lighting has been completed at eleven locations. Mobico Group Annual Report for the 15-month period ending 31 March 2026 55 --- # Principal risks and uncertainties Committed to managing risk effectively Risk management During the year, we have continued to see the internal and external environment evolve. The Board of Mobico Group recognises managing risk and uncertainty is a key element in the successful delivery and achievement of its strategy. As both the internal and external environment change, the level of risk changes too. Some increase, some reduce, and new risks emerge. Positioned as a global leader in the transportation industry, Mobico is exposed to an evolving landscape of risks, which could potentially impact performance or reputation negatively, as well as positively. The Board remains ultimately responsible for the effective management of risk in the Group and continues to remain committed to driving continuous improvement and adopting best practice in this crucial area. In addition to the broad strategic responsibilities, the Board: a. Approves the Group Risk Appetite Statement; b. Reviews and approves the Group Emerging Risks; and c. Reviews the Principal Risks faced by the Group and approves the Group Risk Register. a. Group Risk Appetite Statement The Board recognises that in continuing to deliver Mobico's strategy and achieve our objectives we need to take some calculated risks. However, Mobico will tolerate a level of risk that is consistent with our core purpose and values, can be managed effectively and be in line with the expectations of our Shareholders and other stakeholders to offer superior returns. The acceptable level of risk is reviewed on an annual basis, which defines the appetite and tolerance level against key risks by analysing the mitigation actions in place and what additional measures might be needed. This ensures alignment between our view of acceptable risk exposure and the strategic priorities of the Group. Mobico's strategy and objectives, including the focus on strategy outcomes are reflective of its risk appetite. Mobico has: - A strategy to create value for Shareholders and society in a sustainable way; - A clear understanding of its risks and opportunities in the transport industry across all geographic regions the business operates in (with any future expansion into new regions being subject to deep and rigorous country risk reviews) ensuring that the appropriate governance arrangements are in place aligned with the Group's strategy and values; and - No appetite for risks impacting the safety of our employees, customer or general public, brought on by unsafe vehicles or actions. Mobico is exposed to a universe of risks for which it has a varying degree of appetite and tolerance. In determining its appetite and tolerance for specific risks, the Board and Audit Committee ensures that: 1. Risks are consistent with Mobico's Purpose and Values, strategy and financial objectives; 2. Risks are tolerated only when high standards of control and mitigation have been implemented and appropriate review and approval has been attained through the Risk Management Framework and improvement and reward is achievable; and 3. Risks are actively reviewed and monitored through the appropriate allocation of resources. The Board remains ultimately responsible for determining the nature and extent of the risk it is willing to take to achieve strategic objectives, ensuring an effective management of those risks in the Group, and is committed to driving continuous improvement and adopting best practice in this important area. b. Group Emerging Risks Emerging risks are reviewed and approved by the Board. The Group considers an emerging risk to be one that cannot yet be fully assessed and is not currently having a material impact on the business, but has a reasonable likelihood of impacting future strategy or operations. The Group's approach to identifying and managing emerging risk exposure is to: ![img-11.jpeg](img-11.jpeg) 56 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information - Identify a wide universe of potential emerging risks using horizon scanning techniques, published external research and peer/competitor review; - Make a preliminarily assessment of these risks, taking into account our industry sector and market position, and our strategy, to determine broad relevance; - Consider the potential impact of each risk on the Group's strategy, finances, operations and reputation, taking into account the likelihood of the risk occurring, and the speed with which it may manifest; and - Develop actions to address the risks where appropriate. From a very wide universe of potential emerging risks, the Group has, through the above process, identified a number of risks that warrant closer review. Based on the rate of development of the risk, they have been further segregated into those requiring only a monitoring approach at present and those where actions are being developed alongside the principal risks. The majority of the emerging risks identified continue to relate to frontier technologies such as: - Disruptive new technologies and use of AI, and the ethical aspects of AI use; and - Autonomous vehicles and their impact in the industry. In addition, we continue to evaluate potentially disruptive operating models arising from ZEV transformation and are closely monitoring macroeconomic and geopolitical developments and the varying impact to our geographical regions. It should be noted that the Group considers some of these areas to bring risks as well as opportunities. # c. Group Principal Risks # • Our Risk Management Framework and lines of assurance In our continuous review of the best risk management processes and governance models to apply to Mobico, we continue to use the 'Three Lines Model' as the one that provides optimal structure across the Group with clear roles and oversight that work together to achieve good assurance. The 'Three Lines Model', is summarised above. # • Our process for identifying and managing principal risks At Mobico, the management of risk is embedded in the day-to-day operations of divisional management teams. A key element of this is the regular review and update of detailed risk registers in each division, in which risks are identified and assessed in terms of both the probability of the risk occurring and its potential impact. Group-level risks are derived from a combination of a 'top-down' and 'bottom-up' approach, and either from the divisional risk registers, because the risk either affects multiple divisions, or is of a materiality in itself that is considered of Group significance. Each of these Group-level risks is then assessed by the Board in terms of its potential impact on the Group and its key stakeholders. The Group prioritises risk mitigation actions by considering risk likelihood and impact. # • Our Group Principal Risks During the period we have continued to see our internal and external environment evolve and go through significant change. Internally, we continue to go through organisational transformation and change, and externally we continue to see the environment develop from an economic, geopolitical, technology and trading perspective. All of these areas affect our risk environment, and our Group Principal Risks have been reviewed in the period in light of this. # Group Principal Risks ![img-12.jpeg](img-12.jpeg) # Macro/ external risks 1 Unprecedented external factors threatening the resilience of the business 2 Limited economic growth affecting our speed of recovery 3 Adverse political and geopolitical environment affecting funding 4 Regulatory landscape and ability to comply 5 Climate changes (physical) # Strategic risks 6 Climate changes (transitional) 7 Implications of new technology in our business model (ZEV transformation) 8 Competition and market dynamics in a digital world 9 Organisational change, transformation and growth # Operational risks 10 Shortages of drivers and frontline employees 11 Industrial action 12 Cyber attack and IT operational resilience 13 Safety incidents, litigation and claims 14 Credit/financing 15 Attraction and retention of talent, and succession planning 16 Contract management Mobico Group Annual Report for the 15-month period ending 31 March 2026 57 --- Principal risks and uncertainties continued Macro/ external risks 1 Unprecedented external factors threatening the resilience of the business Risk description The resilience of the business can be challenged by major incidents such as a future pandemic, a financial crisis or extreme weather. If the Group is not able to identify the risks and prepare appropriately, it will not be able to act and manage the situation that might lead to significant financial, operational and reputational damages. Management/mitigation - Refresh business continuity procedures for different types of incident scenarios. - Review of resources needed (material and human resources). - Lessons learned and root cause analysis to continuously learn and improve resilience. - Sharing best practices across divisions in different geographic regions. - Review contracts to ensure they have appropriate exemptions or protection for events of such scale and nature. Opportunity - The ability to respond rapidly to significant changes in operating conditions could provide the Group with a competitive advantage. Factors influencing the risk during the year - Business resilience continues to be challenged by extreme weather events. - Volatility in the electricity and fuel market remains with potential for futures spikes in energy prices. 2 Limited economic growth affecting our speed of recovery Risk description Limited economic growth can impact demand for travel and put pressure on our revenue growth, cash generation and our profitability – this can be on a country, region or global basis. Management/mitigation - Strategic plans are stress tested for differing economic scenarios. - Efficiency and cost control is prioritised. - Strong and agile leadership of the business and individual divisions. - Increasing focus on gross cost contracts that offer greater downside protection. - Focus on capex-light contracts that result in lower cash outflows. - Negotiate long-term framework agreements with key suppliers. - Wider diversification of customers, industry and geographic regions. Opportunity - Despite an ongoing unsettled economic outlook, demand for public transport continues to be strong. - Due to high fuel prices, economic conditions globally and government incentives to drive modal shift (including those related to climate change), an increasing number of passengers are shifting from the use of personal cars and rail to coaches and buses. Factors influencing the risk during the year - Economic pressures will likely continue in 2026, driven by geopolitical uncertainty and the continuing global conflicts in particular in the Middle East. - Increased pressure to reduce public spending or to divert funds into other areas. 3 Adverse political and geopolitical environment affecting funding Risk description Political and geopolitical events and the operating environment created by political change or instability may affect our businesses, particularly those where we rely on funding from a public authority or they are an active stakeholder (e.g. they are the contracting party or they regulate the market). A change in the political environment could lead to the termination or amendments of contracts or the level of funding we receive. Management/mitigation - Monitoring of the political landscape and focus on effective stakeholder management. - Group raises awareness on the importance of public transport to central and local governments. - Focus on operational excellence and delivering value in our franchises and contracts, and to our fare paying customers. - Political risk carefully assessed when considering bids or new market entry. Opportunity - Political and social pressure continues to force authorities to promote public transport. - Increasing investment in public transport and increasing adoption of franchising models (especially in the UK and Alsa). - New regions and markets liberalise and open up to competition/private operators. Factors influencing the risk during the year - Continued changes to the Moroccan operating environment could lead to further reductions in profitability and footprint in the country. - West Midlands Combined Authority's desire to implement bus franchising could further impact UK bus funding, operations and the transition plan to bus franchising - The continued impact of UK tax rises could lead to an increasing cost base across UK operations. - Developments in the Sustainable Mobility Law in Spain could impact profitability in Long Haul in Spain, although the introduction of the 'Single Ticket' initiative in Spain is likely to present opportunities for growth. - The German government's infrastructure plans may lead to more possessions on the rail network in Germany, leading to increased unavailability of infrastructure to complete services. - US government could implement further domestic changes including changes to funding of public services and changes to the country's climate change mitigations. 58 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Macro/external risks # 4 Regulatory landscape and ability to comply # Risk description Changes in current regulations and newly introduced regulations can impact the cost structure and operational procedures in our business as we strive to remain compliant. - Continued intensification and tightening of environmental regulations are creating changes in emissions regulations, restricting operations through clean air zones. - New regulations in the cyber security and cyber resilience areas. - Introduction of more sanctions and the need to perform due diligence to our supplier base. - More scrutiny and new requirements on companies' governance (UK Corporate Governance Code 2024, UK 'failure to prevent fraud' offence, etc.). - New employment rights in the UK and elsewhere increases the risk of legal challenge for employees and impacts on the achievement of business objectives. # Management/mitigation - Regulatory horizon scanning to proactively identify new regulations or when considering new market entry. - Awareness raising and communication supporting Group's position in key regulatory changes. - Comprehensive third-party due diligence process to help us identify, manage and mitigate risks. - Continuously improve our compliance programme with the right governance structures in place to ensure oversight and progress in achieving our targets and good quality reporting. - Business planning to minimise the impact of changes in employee rights. # Opportunity - Increased legislation at local or national level to drive modal shift and to reduce environmental impact. - Funds committed to drive public transport projects and modal shift in the UK, the USA and the EU to combat pollution and congestion. # Factors influencing the risk during the year - Greater scrutiny and increased requirements on companies' compliance programmes is seen across all geographic regions in which we operate. # 5 Climate change (physical) # Risk description We see increased frequency and intensity of extreme weather events such as hurricanes, floods and heatwaves that can lead to extensive damage to infrastructure, loss of lives, and disruptions to communities. The Group can lose key locations or suffer severe asset damage, or operations can be interrupted and cause revenue loss even if the Group's assets are undamaged. In addition, chronic changes such as rising temperatures and shifting precipitation will affect how the Group delivers services across its geographies. # Management/mitigation - Geographical diversification of the Group provides a natural hedge to this risk. - Established emergency and continuity plans in each division. - Physical risk rating across Group locations. - Relocation of assets. - Insurance coverage is available and in place for some hazard-related risks. - Comprehensive environmental risk assessment, climate change scenario modelling. # Opportunity - Increased legislation at local or national level to drive modal shift to reduce the environmental impact. - Political and societal desire to reduce emissions to tackle the risks posed by climate change leading to more funding for public transport and net-zero vehicles to deliver services. # Factors influencing the risk during the year - Continued increase in extreme weather events around the globe, including poor weather in North America and Europe at the start of 2026. - Further changes to the global political environment leading to further walking back from climate targets and government-led mitigations. # Risk appetite High risk Moderate risk Low risk # Risk movement Increase Decrease No change New/change in scope Mobico Group Annual Report for the 15-month period ending 31 March 2026 59 --- # Principal risks and uncertainties continued # Strategic risks # 6 Climate change (transitional) # Risk description The transition to zero-emissions mass mobility is driven by regulatory changes, market demands and the Group's commitment to reducing its carbon footprint. The successful and sustainable transition poses a number of challenges due to required infrastructure, the cost and changes to the risk profile associated with owning and operating the assets. Compliance with legislation, reporting requirements and regulation also incurs additional reporting and wider compliance costs. # Management/mitigation - A Group commitment to a zero-emission fleet by 2040. - Cross-division executive leadership of ZEV strategy. - Participation in ZEV trials in different jurisdictions and using different technological solutions. - Close engagement with new and existing original equipment manufacturers. # Opportunity - Potential opportunities to take a leadership role in the transition which may open up new opportunities with customers. - Opportunity to fulfil our vehicle requirements through changing to an ownership model which requires less capital expenditure and reduces technology infrastructure risk, enabling a faster transition. # Factors influencing the risk during the year - Continued roll out of ZEVs in the UK (Coventry) and in other territories e.g. Portugal. - Restrictions regarding the level of capex available means that alternative funding solutions will continue to be key. - Further changes to the global political environment may slow funding for the transition. # 7 Implications of new technology in our business model (ZEV transformation) # Risk description Transition to ZEV means introducing new technology that involves changes impacting across the business model including financing, contracting, maintaining and operating of the assets. - Asset ownership and availability risk associated with new financing models. - Technology and safety-specific risk (for example increased risk of thermal events in electric vehicles) requiring mitigation. - Changes to driver and maintenance training requirements. - Infrastructure challenges including the suitability of existing depots for ZEVs. - Performance risk, particularly for new technologies. # Management/mitigation - Comprehensive planning outlining the phased implementation of ZEVs in the business model, considering operational, technological, and financial aspects. - Frontline employee trainings to adapt to new technologies and operational procedures associated with ZEVs - Thorough financial assessments to understand the short-term and long-term costs and benefits of transitioning to ZEVs. - Collaborate with technology providers, infrastructure developers and other stakeholders to build a supportive and sustainable ecosystem for a ZEV business model - Implement a robust monitoring system to track the performance and challenges associated with the ZEV transformation, allowing for timely adjustments to the business model. # Opportunity - Increasing political and customer demand for operators who understand the risks and opportunities associated with ZEVs. # Factors influencing the risk during the year - n/a 60 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Strategic risks # 8 Competition and market dynamics in a digital world # Risk description The evolving digital landscape in the transportation sector brings a number of challenges and opportunities. - Consumer preferences are shifting towards digital booking, payment, and real-time tracking. - Digital innovations raise the bar for customer experience. - Dynamic pricing models or subscription models offer alternative revenue structures that may disrupt traditional fare structures. - Existing suppliers rely on older outdated technology and not investing to modernise their platforms. - Group falls behind competitors as a result of a lack of investment in modernising technology. - Suppliers unintentionally disrupt the Group for extended periods. - More intense competition as a result of changes in bus franchising. - Failure to develop applications and digital channels that meet these increasing expectations could affect profitability, customer satisfaction and the business's ability to capitalise on valuable customer data to enable commercial initiatives. # Management/mitigation - Assess market trends, customer preferences and emerging technologies to adapt strategies and invest in the right technology. - Developing our technology strategy to allow us to use and surface data via internal and third-party customer-facing digital channels. - Commitment to service excellence, providing the best solutions to our customers and value for money. - Developing demand-responsive services and close monitoring of the effectiveness of various digital channels. - Targeted acquisitions and growth in the most attractive markets. # Opportunity - Millennials and younger generations are an increasingly important target market and more inclined to use public transportation if the service is right. - Continuing urbanisation drives cities to partner with high-quality transportation operators. - Weaker transport operators become targets for acquisition or contracts being re-tendered. # Factors influencing the risk during the year - Continued increases in bookings through online and digital mobile platforms. - Industry consolidation creating stronger competition. # 9 Organisational change, transformation and growth # Risk description Structural transformation (particularly with organisational design and business model transformation) can affect productivity in the short-term, bring unforeseen disruption, misalignment of goals and resistance to change. Linked to this, the number and breadth of change initiatives underway cannot be delivered by the management alongside the maintenance of business as usual activity. This could lead to delays to and failure of change initiatives, increased management turnover and negative impacts on operations. # Management/mitigation - Clear strategy and goals communicated and reinforced. - Strong senior management with experience in leading transformational projects successfully. - Attracting, retaining and developing a workforce to handle the evolving demands. - Clear change programme leadership. - Adequate resourcing for change initiatives. - Effective programme governance which monitors progress and outcomes. # Opportunity - Increased efficiency, innovation, customer satisfaction, and profitability. - Development of an effective change implementation approach and plan which can be deployed for future change initiatives. # Factors influencing the risk during the year - Exposure to this risk has increased as a result of the number and scale of change initiatives currently underway within Mobico. # Risk appetite High risk Moderate risk Low risk # Risk movement Increase Decrease No change New/change in scope Mobico Group Annual Report for the 15-month period ending 31 March 2026 61 --- ## Principal risks and uncertainties continued ### Operational risks #### 10 Shortages of drivers and frontline employees ##### Risk description A tightening labour market leads to a combination of higher turnover and lower numbers of new recruits. A material shortage of drivers, engineering and maintenance employees impacts our ability to effectively deliver services and impact profitability, operations and reputation. ##### Management/mitigation - The Group is committed to employee engagement and invests in a number of retention programmes. - Reward and recognition programmes are established to further enhance employee engagement. - Streamlined recruitment process to allow a higher volume of candidates. - Key partnership with employment agencies as well as direct targeting strategy. - Creation of 'driver academy' and engineering apprenticeship programme. - Increased focus on staff wellbeing. ##### Opportunity - Minimising labour-related disruption improves our reliability relative to other operators which can drive contract change. ##### Factors influencing the risk during the year - Although the risk remains high due to the volatility of the job market currently, the Group has significantly reduced the driver gap over the period. #### 11 Industrial action ##### Risk description Industrial action can impact the delivery of service, revenues and damage our brand and reputation, along with employee engagement and morale. - Increase wage costs. - Reduced productivity as a result of unfavourable T&C's. - New unfavourable regulations for employers leading to increase in union activity. - Strikes can disrupt operations and lead to lost revenue and reputational damage. ##### Management/mitigation - Focus on the effective communication and management of stakeholder and union relationships, and the advice of specialist outside counsel is sought where necessary. - Timely dialogue and prompt resolution on pay negotiations. - Regular reporting of union activities across division to the Group Executive teams and close oversight by the Global HRD. - Detailed review of the Employee Satisfaction Survey results to identify improvement opportunities. - Foster a culture of open communication and dialogue with all employees. ##### Opportunity - Rail disruption in the UK has seen an increasing number of passengers shifting from the use of rail to coaches and buses. ##### Factors influencing the risk during the year - US government creates a possible impact in North America through the National Labor Relations Board (NLRB) decision (CEMEX) in 2023 which enforces increased administrative procedures to employers on how to manage unionisation. - New Employment Rights Act (2025) in UK. 62 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Operational risks # 12 Cyber attack and IT operational resilience # Risk description - Major cyber security attack could lead to loss of access to systems and/or data resulting in loss of revenue. - Data compromise involving a loss of customer information could result in reputational damage and significant remedial costs. - Breach of the UK Data Protection Act (DPA), EU General Data Protection Regulation (GDPR) or the US California Consumer Privacy Act (CCPA) could result in a regulatory investigation and financial losses. # Management/mitigation - A cyber security strategy led by an experienced team that is aligned with the threat landscape. - Ongoing investment in education of staff on cyber awareness as a first line of defence. - Investment in organisational and technical measures to protect data assets and improve defences against cyber breaches. In particular, improved end point protection, and adoption of a Security Operations Centre for early detection and response in event of a cyber attack. - Regulatory compliance plans in place, tailored to each division's exposure (DPA, GDPR or CCPA). - Improve our compliance programme with reviews from the second and third line, supported by external experts. # Opportunity Strengthened resilience against cyber threats increases awareness and leverage of technology across the Group. # Factors influencing the risk during the year - Increase in prevalence and sophistication of ransomware attacks across the globe targeting all industries. - Cyber security investment continuously supporting further resilience and risk management. - Increased external environment of events that have disrupted multiple businesses across the world. # 13 Safety incidents, litigation and claims # Risk description - Major safety-related incident could impact the Group both financially and reputationally. - Higher than planned claims or cash settlements could adversely affect profit and cash outflow. - Non-compliance with regulations can create legal and financial risk and prohibit or limit ability to bid for other work. - A security incident (e.g. terrorism) would have a direct impact through asset damage, disruption to operations and revenue loss. - Potential indirect impact from a general reduction in the public's appetite to travel reducing demand and revenue. # Management/mitigation - Very strong safety culture with embedded standards, policies and procedures across the Group. - Global Safety Standard to address wellbeing. - We train our employees to ensure high levels of competence and offer great service. - Invest in leading safety technology, data collection optimisation systems to both mitigate risk and provide oversight. - Appropriate insurance coverage for terrorism and accident-related claims to employees and third parties with experienced claims management and legal teams. - All divisions have developed emergency plans and established safety audit programmes. # Opportunity - Relentless focus on safety and investment in technology should facilitate risk and cost reductions and enable differentiation in our customer offering. - Transitioning to ZEVs is further improving safety. # Factors influencing the risk during the year - Increased road congestion and third-party behaviour increasing risk. - Changing global security threats and risks. # Risk appetite High risk Moderate risk Low risk # Risk movement Increase Decrease No change New/change in scope Mobico Group Annual Report for the 15-month period ending 31 March 2026 63 --- ## Principal risks and uncertainties continued | Operational risks | | | --- | --- | | **34** | **Credit/financing** | | | **Risk description** Constrained equity and/or debt markets increase the costs of capital and debt financing and regulation of debt providers can impact access to and/or cost of capital. An increased cost of existing borrowing, or constraints on the availability of credit at commercially attractive rates could impact the Group's ability to continue existing activities and undertake new ones. **Management/mitigation** - Disciplined and proactive approach to our financing. - Strong relationships with key banks and stakeholders. - Continued monitoring and scenario analysis over covenants. - Appropriate liquidity maintained through committed bank facilities, finance lease programmes and analysis of alternative financing options. - Close monitoring and management of cash with particular focus on receivables and appropriate provisions made for possible non-collection.**Opportunity** - Cost and access to debt capital should favour companies with positive environmental impact. - Minimise requirements for external working capital through organic cash generation.**Factors influencing the risk during the year** - Improved disclosure and transparency, alongside increased engagement with new and existing investors and/or lenders. - General improvement of Mobico business outlook from Simplify for Success and resolution of specific business issues such as German Rail contracts. | | **35** | **Attraction and retention of talent and succession planning** | | | **Risk description** Risk of not being able to attract or retain talented individuals with key skills needed to deliver the strategy, during a period of organisational change in the business. This may adversely affect our ability to operate and grow effectively **Management/mitigation** - The Group is committed to employee engagement and invests in a number of retention programmes. - Consider the need for increased incentives to help retain staff. - Appropriate training and development is provided for managers and supervisors. - Mentoring and coaching programmes. - Reward and recognition programmes are established to further enhance employee engagement. - Focus on improving core recruitment and retention process. - Increased focus on wellbeing.**Opportunity** - Partnerships with universities offer great opportunities for students and recent graduates by gaining experience or securing a work position early in their careers.**Factors influencing the risk during the year** - Organisational changes to our business continues to present both opportunity and risk. | 64 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Operational risks # 16 Contract management # Risk description Poor management of the contract bidding process, as well as the in-life management of contracts can have a significant negative impact on our financial performance and leave us exposed to fines and penalties from contracting parties. Additionally, poor management of supplier contracts could lead to commercial leakage, long-term detrimental financial arrangements and/or negative non-financial consequences including failure to comply with laws and regulations. # Management/mitigation - Thresholds and parameters are in place such that bids are given appropriate authorisation. - Reviews of bids are conducted by appropriately skilled persons. - Divisional reviews focus on performance of contracts in-life and deep dive post investment reviews are undertaken where required. - Significant changes to contracts are reviewed and receive approvals before they are implemented. - Supplier contracts above certain thresholds require Group Executive sign off. - Group Procurement drives all major procurement processes. # Opportunity - Good contract management presents the opportunity to build lasting relationships with our key customers opening up opportunities for expansion of services, increased profitability and extensions of existing contracts. - Demonstration of good contract management can be used as examples in tenders with new customers. - Good contract management with suppliers may help mitigate cost increases/present opportunities to lower costs while improving our reputation. # Factors influencing the risk during the year - We will continue to seek growth through new contracts which may be in new territories or outside of our core business lines. - The consolidation of our procurement functions will provide more structure to the management of our suppliers. # Risk appetite H High risk M Moderate risk L Low risk # Risk movement A Increase V Decrease = No change N New/change in scope Mobico Group Annual Report for the 15-month period ending 31 March 2026 65 --- # Viability statement ## Assessment of prospects The Board continues to believe that the Group's prospects are positive in the medium to long-term. We are diversified: - No one contract contributes more than 4% to revenue; and - The Group operates in over 40 key cities across 11 countries and multiple modes or usages of transport. We are positioned to benefit from the future trends in transportation: - Transport demand continues to grow; and - Public transport is fundamental to the long-term solution for the urban challenges of congestion and poor air quality; our ambition to be an environmental leader places us at the forefront of this opportunity. We invest in the business to secure its future: - We invest in technology to allow customers to access our products at competitive prices and to deliver our services safely and efficiently; and - We continue to selectively bid for and win new business, with 28 new contract wins in the period. Total contract wins amounted to annualised revenue of £109m and total contract values of £682m. These contracts have an average ROCE of 40%. The conversion rate on bids submitted and awarded was 27%, up from 23% in 2024. The Group has strong liquidity, with £0.9bn of cash and undrawn facilities available as at 31 March 2026. The Group's credit rating is speculative at Fitch and highly speculative at Moody's. The 15m 2026 period has been one of positive change and significant progress across the Group, with each of the businesses at different stages of structural improvement or growth. The Group continues to deliver on the 'Simplify for Success' cost programme, and to strengthen the business and deliver ongoing structural cost savings – all of which remain on track. Furthermore, the sale of the capital-intensive North America School Bus business and the loss-making NXTS business during the year has created additional capacity for deleverage and profitable growth. ## Principal risks and assessment period The Board reviewed the Group's principal risks (pages 56 to 64), looking at each risk's impact, likelihood and the timeframe over which the risk was likely to reduce Group cash flows. The highest likelihood risks from the Group's risk matrix were triangulated against divisional-identified risks to model a severe but plausible downside scenario to assess the Group's future viability. The specific risks modelled are outlined below. While there are other principal risks included in the Group's risk matrix, Management concluded that these are not expected to have a material financial impact over the assessment period. The Board concluded that three years continues to be an appropriate timeframe over which to assess the Group's ongoing viability due to the following: - While several of the Group's contracts do extend five or more years, the next three years is particularly relevant in terms of upcoming changes in the business, for example the move to franchising in UK Bus, key concession renewals in Alsa and implementing the turnaround of UK Coach. - Forecasting over a longer time scale inevitably brings further inaccuracy in modelling. The Board concluded that the three-year horizon is appropriate as it enables good visibility of upcoming changes in the business, while projecting accurately beyond this period becomes too difficult due to potential changes in government transport policies and the unpredictable nature of major contract wins or losses. - Regulatory: after repeated delays to the process, the majority of the major Spanish concessions are expected to have been renewed within three years. - Financing: within the three-year period, several financing events are assumed, primarily a refinancing of a £250m bond (expiring in 2028) and the revolving credit facility (expiring in 2029). ## Assessment of viability In assessing viability, the Directors have considered the Group's long-term financial projections (the base case, aligned with the Group's long-term strategic plan) and have then applied stress tests. The following theoretical downsides were derived from the Group's principal risks and uncertainties and were evaluated and modelled as occurring simultaneously: ## Economic conditions Cost inflation is higher than assumed in the base case across a variety of costs (fuel, staff and other costs), with lower passthrough to customers than assumed in the base case. Customer demand is negatively impacted as a result of reduced disposable income, without any corresponding upside from customers switching from cars to public transport. Interest rates increase, resulting in a higher rate of interest on new borrowings. ## Competition and market dynamics New contract wins assumed across the Group are reduced and there is more aggressive competition from other operators or modes of transport in certain markets. Operating margins upon renewal of contracts are materially lower than that assumed in the base case. ## Transformation A material reduction in the savings delivered under the 'Simplify for Success' cost programme and other divisional profit improvement plans is modelled as a result of delays and shortfalls in realising the savings. 66 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## Legal, political and regulatory landscape Relations with governing authorities deteriorate, resulting in lower subsidies/funding. ## Safety, security incident, litigation and claims Following a major safety/terrorism-related incident, either on board our vehicles or in the wider markets in which we operate, there is a reduction in demand for discretionary travel. ## Climate change Periods of non-service due to adverse weather conditions has been modelled in divisions most likely to experience this. ## UK Bus Across the viability assessment period to the end of 2029, the move to UK Bus franchising is scheduled to occur in full, in three tranches: October 2027, Summer 2028 and Spring 2029. It has been assumed that the Group will execute the successful monetisation of relevant depot and fleet assets and the relief from all associated liabilities of the operation. It is assumed that this will occur in alignment with the timescales noted above. ## Financing Across the viability assessment period to the end of 2029, several facilities are due to mature, including the May/June 2027 USPPs totalling £238m, the £250m November 2028 bond and the RCF in 2029. The 2028 bond and RCF are both assumed to be refinanced with equivalent-sized facilities, taken out at least 12-months prior to the related maturity, at currently prevailing market interest rates. Excluding these new facilities, where rates are yet to be determined, we have good visibility of projected interest expense with circa 86% of interest expense at fixed rate. Covenant compliance with comfortable levels of headroom on adjusted EBITDA, interest expense and adjusted net debt is forecast throughout the period under the base case albeit when stress tests are applied, mitigating actions, such as those described below, would be required to maintain compliance. In making the viability assessment, the Board has assumed that these facilities can all be replaced or added on appropriate, market-rate terms. The hybrid bond, which had its first call date in November 2025 and has therefore rolled over (with a next reset date in 2031), is structured as a perpetual bond callable at Mobico's discretion and hence is classified as equity from an accounting and covenant perspective. ## Middle East conflict In this viability assessment the impact of the ongoing conflict in the Middle East has been considered, and modelled in the form of increased fuel pricing (for the unhedged volume) and higher general inflation, offset in part by the increased revenue from resulting fare increases. While the Middle East conflict creates heightened macroeconomic uncertainty, the Board has exercised judgement and concluded that it does not give rise to a significant risk to the Group's profitability (and therefore its viability), as a result of the fuel hedging policy in place (for further details see page 191) and the contractual protections in place to recover increased costs in the event of high levels of inflation. The Group does not have significant operations in the Middle East and has not been directly impacted by the conflict to date. ## Mitigations In modelling a confluence of the Group's principal risks as identified above, it is necessary to also consider the mitigating actions that the Group would take when faced with a downturn in profitability and reduction in cash flow as modelled in the scenario testing. Therefore, the offsetting positive impact of cost savings on discretionary spend and reduced capital expenditure on non-committed / non-essential spend has been modelled. The Board is confident in the ability to enact such mitigations in the event of a downturn in trading, as demonstrated during the Covid-19 pandemic. ## Viability statement Based on the results of the analysis, the Board has a reasonable expectation that the Group will continue in operation and be able to meet its liabilities as they fall due over the three-year period of assessment, based on comprehensive analysis and scenario testing. The modelling assumes that new financing facilities will be taken out to replace certain of the facilities maturing during the viability assessment period; the availability of sufficient liquidity headroom in the latter year of the assessment is dependent on this refinancing. In confirming the Group's ongoing viability, the Board emphasises that it has thoroughly assessed all primary and emerging risks that might jeopardise the Group's liquidity, solvency, performance, or overall business model. Mobico Group Annual Report for the 15-month period ending 31 March 2026 67 --- # Governance report Chair's introduction to Corporate Governance 70 Board of Directors 72 Division of responsibilities 76 Section 172(1) statement 78 Purpose, Values, Strategy and Culture 80 Stakeholder relations 81 Audit Committee report 84 Nominations Committee report 90 Sustainability Committee report 94 Remuneration Committee report 97 Annual Report on Remuneration 100 Directors' report 111 Directors' responsibility statement 115 ![img-13.jpeg](img-13.jpeg) 68 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ![img-14.jpeg](img-14.jpeg) Mobico Group Annual Report for the 15-month period ending 31 March 2026 69 --- # Chair's introduction to Corporate Governance ![img-15.jpeg](img-15.jpeg) This Corporate Governance **As the Group continued its turnaround during 2025, it relied more than ever on its approach to corporate governance. This helped the Board consider and address challenges as they arose and will allow it to prepare for any issues that may arise in the future.”** ## Governance at a glance Effective decision-making, including in accordance with our s.172(1) duty – see the Board's activities on pages 73 to 75 and our s.172(1) statement on pages 78 and 79. A focus on Board and senior management succession planning and diversity – see our Nominations Committee report on pages 90 to 93. Robust and ever-evolving risk management and internal controls – see our Audit Committee Report on pages 84 to 89. A drive to meet our environmental ambitions and to be the employer of choice – see our Sustainability Committee report on pages 94 to 96. Carefully balanced executive pay decisions – see our Annual Statement by the Remuneration Committee Chair and Directors' Remuneration report on pages 97 to 110. ## Corporate Governance Compliance Statement The Board is pleased to report that the Company has applied the Principles and complied with the Provisions of the UK Corporate Governance Code issued by the FRC in January 2024 for the 15-month period ending 31 March 2026, save for Provision 9: following the departure of the previous Group CEO Ignacio Garat in April 2025, Phil White was appointed as the Executive Chair on 1 May 2025; therefore the roles of CEO and Chair were being exercised by the same individual from 1 May 2025 until the appointment of Paco Iglesias as the Group CEO on 1 April 2026. Phil will resume his role as Non-Executive Chair on 1 October 2026 to ensure an orderly transition of executive duties. When Phil's appointment as the Non-Executive Chair was first announced in March 2025, the Board considered him independent on appointment. The Code is publicly available from the FRC website here: www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/. This Corporate Governance report as a whole explains how the Company has applied the Principles and complied with the Provisions of the UK Corporate Governance Code, but below is a guide to where the most relevant explanations are given for each of the Principles: | | Principles | Pages | | --- | --- | --- | | **Board leadership and Company Purpose** | A, B, C, D and E | Pages 72 to 75 and page 79 | | **Division of responsibilities** | F, G and H | Pages 76 and 77 | | **Composition, succession and evaluation** | I, J, K and L | Pages 90 to 93 | | **Audit, risk and internal control** | M, N and O | Pages 84 to 89 | | **Remuneration** | P, Q and R | Pages 97 to 110 | This Corporate Governance report describes our governance practices. Our corporate governance framework within which those practices operate is available on our website here: www.mobicogroup.com/about-us/corporate-governance/governance-framework/. 70 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## Strategy, risk management, internal control, and safety and environmental leadership The Board is responsible for reviewing the Group's strategy and its management of risk and ensuring that there is a robust system of internal control in place. The Board, supported by its Audit and Sustainability Committees, has been active during the 15-month period ending 31 March 2026 in discharging these responsibilities by: (i) reviewing options for, and progress against, the Group's deleveraging plans, including approving the sale of its North America School Bus business, progressing smaller disposals in the UK, and taking other steps to de-risk the business going forward, including reaching agreement in principle with the German PTAs for its rail services in North Rhine-Westphalia and adjacent regions; (ii) approving the Group's new 'Simplify, Strengthen, Succeed' strategy; (iii) reviewing the Group's risk appetite and its management of principal and emerging Group-wide risks; (iv) strengthening and better defining the Group's internal controls in anticipation of reporting against Provision 29 of the Code which came into effect on 1 April 2026; and (v) monitoring the Group's overall compliance, safety and sustainability programmes. At the same time, controls over capital allocation and costs, while ensuring that the Group has the resources it needs, have been a key focus of the Board's activity during the period. Further details of these matters are set out throughout the Strategic report and in the Audit and Sustainability Committee reports. ## Board and senior management composition, succession and diversity During the year, we said goodbye to Helen Weir, Non-Executive Chair, and Ignacio Garat, Group CEO. We also said goodbye to Helen Cowing, who served as Group CFO on an interim basis and was not a member of the Board. I joined the Board as Executive Chair in May 2025, and the Board was delighted to welcome Brian Egan as Group CFO in June 2025 and Paco Iglesias as the Group CEO in April 2026. I will revert to Non-Executive Chair on 1 October 2026. In May 2026, Karen Geary, the Senior Independent Director, informed the Board that she does not intend to stand for re-election as a member of the Board at the Group's 2026 AGM. An announcement on the new Senior Independent Director will be made in due course. The Board undertook an internal Board performance review during the year, which built upon the external review conducted in 2024. This review gave us valuable insights into our strengths as a Board and progress made during the year, and also identified areas for improvement. Further information about the composition of the Board and its Committees, its succession plans and performance review, senior management succession, and how diversity and inclusion are being fostered on the Board and across the Group, can be found in our Nominations Committee report. ## Remuneration balance between reward and restraint The Board, through its Remuneration Committee, is responsible for ensuring appropriate arrangements are in place for rewarding and incentivising management in the context of Company and individual performance as well as the workforce, Shareholder and wider stakeholder experience. The Remuneration Committee has sought to achieve the right balance between rewarding the Executive Directors and incentivising them to continue their work on leading the Company's recovery while exercising appropriate restraint on their total pay. In doing so, the Remuneration Committee has taken regard of the wider stakeholder experience. Further information about the Remuneration Committee's decisions on Executive Director pay, alongside the regulated information about all Directors' pay, can be found in the Directors' Remuneration Report. ## Stakeholder relations The Board is accountable to its Shareholders and wider stakeholders, and considerations relating to stakeholders have remained high on the Board's agenda in the 15-month period ending 31 March 2026, including through direct engagement with equity and debt investors on key matters and direct engagement with the workforce. Engagement with other stakeholders primarily takes place at the divisional level, however, the Board ensures that it hears and understands such views via regular divisional updates from the Group COO and through my Executive Chair updates to the Board for the period under review (and from 1 April 2026, through the Group CEO updates). More detail on how the Board engages with its stakeholders is found on pages 81 to 83. The Board remains committed to open channels of communication with all stakeholders to be able to hear their views to aid its decision-making. Our s.172(1) statement provides examples of how the Board has considered stakeholders in making Board decisions. ## Annual General Meeting Our Annual General Meeting (AGM) will be held at 10.30 am on Wednesday, 9 September 2026 in the Bevan Suite at BMA House, British Medical Association, Tavistock Square, London WC1H 9JP. Further information will be in the Notice of AGM. ## Conclusion Our approach to corporate governance has helped the Board's decision-making during a pivotal year of transition and will continue to support us as we make further progress in 2026. Having re-joined the Group after so many years away, I have been impressed by the efforts and energy of my colleagues during some difficult times. On behalf of the Board, I would like to thank our colleagues, customers, suppliers and other stakeholders for their efforts and support during 2025 and into 2026. Executive Chair 28 July 2026 Mobico Group Annual Report for the 15-month period ending 31 March 2026 71 --- # Board of Directors Key - A Audit - N Nominations - R Remuneration - S Sustainability - ● Chair ![img-16.jpeg](img-16.jpeg) **Phil White** Executive Chair Appointed: May 2025 Current external appointments: None ![img-17.jpeg](img-17.jpeg) **Brian Egan** Group CFO Appointed: June 2025 Current external appointments: None ![img-18.jpeg](img-18.jpeg) **Karen Geary** Senior Independent Director N R S Appointed: October 2019 Current external appointments: - Non-Executive Director, Sabre Insurance Group PLC - Non-Executive Director, PageGroup PLC ![img-19.jpeg](img-19.jpeg) **Jorge Cosmen** Non-Independent Deputy Chair N S Appointed: December 2005 Current external appointments: None ![img-20.jpeg](img-20.jpeg) **Carolyn Flowers** Independent Non-Executive Director A N S Appointed: June 2021 Current external appointments: None ![img-21.jpeg](img-21.jpeg) **Ana de Pro Gonzalo** Independent Non-Executive Director A R Appointed: October 2019 Current external appointments: - Non-Executive Director, ST Microelectronics NV - Non-Executive Director, Novartis AG - Independent Director, National Advisory Board representing Spain before the Global Steering Group for Impact Investment ![img-22.jpeg](img-22.jpeg) **Nigel Pocklington** Independent Non-Executive Director B S Appointed: August 2023 Current external appointments: - Chief Executive Officer, Good Energy Group Limited ![img-23.jpeg](img-23.jpeg) **Enrique Dupuy de Lome Chávarri** Independent Non-Executive Director B N Appointed: November 2023 Current external appointments: - Non-Executive Director, Wizz Air Holdings PLC ## Resignations during the period in review **Helen Weir** Chair of the Board Appointed: October 2022 Resigned: 1 May 2025 External appointments as at 1 May 2025: - Supervisory Board Member, Koninklijke Ahold Delhaize N.V. **Ignacio Garat** Group CEO Appointed: November 2020 Resigned: 30 April 2025 External appointments as at 30 April 2025: None ## Board of Directors as at 31 March 2026 For more information on each of the Director's experience and key strengths in support of the Company's strategy please visit the Company's website: www.mobicogroup.com/about-us/our-leadership-team/ For information on the Directors' roles and responsibilities, please visit: www.mobicogroup.com/about-us/corporate-governance/role-of-the-board/ Further details about Directors' independence, conflicts of interest and commitment are set out on pages 76 and 77. 72 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Board activityfor the 15-months ending 31 March 2026 | **Strategy, business and operational performance** | - Approved the new 'Simplify, Strengthen, Succeed' strategy - Reviewed options for, and progress against, the Group's deleveraging plans, including approval of the sale of the North America School Bus business - Reviewed the performance of the Group's divisional businesses, including receiving reports from the Group COO on the divisional performance versus strategy and their priorities and initiatives, and reviewing and approving key Group priorities including the agreement in principle with the German PTAs - Reviewed and approved bids for significant opportunities to provide transportation services | | --- | --- | | **Financial performance** | - Received reports from the Audit Committee on the integrity and reasonableness of, and reviewed and confirmed, the Company's and its Group's full-year and half-year financial results, the going concern basis on which they were prepared and the Group's viability - Approved the Group's annual budget and five-year plan, and monitored the Group's trading performance against both budget and forecasts in light of changing market conditions, particularly in respect of labour costs and availability, interest rates and inflation and evaluated alternative strategic options to deleverage - Reviewed and agreed the Group's financing requirements, including headroom against Board-set liquidity requirements and bank-set covenants - Monitored progress of performance actions, cost reduction programmes and cash-saving opportunities as part of wider efforts to accelerate deleveraging, including the integration of UK Coach with Alsa and the 'Simplify for Success' cost savings programme - Considered the Company's dividend policy and approved the decision not to pay a 2025 interim or full year dividend for the 15-month period ending 31 March 2026 - Approved the appointment of KPMG LLP as the Group's Auditors and the extension of the Group's accounting reference date to 31 March to allow sufficient time for the preparation, and audit, of the financial results | | **Risk management and internal control** | - Reviewed the Group's risk appetite and its management of principal and emerging Group-wide risks - Received reports from the Audit Committee on its reviews of cyber risk and divisional risk management - Received reports from the Audit Committee on, and reached its own conclusion about, the effectiveness of the Group's system of internal control, including the findings and effectiveness of the internal audit function and the work of the external Auditor - Approved the annual renewal of the Group's insurances - Received regular updates on legal and regulatory matters, including material legal claims brought by and against the Group's companies - See pages 74 and 75 of this Corporate Governance report for a detailed review of the Board's activity during the 15-month period ending 31 March 2026 in relation to safety | | **Sustainability** | - Received reports from the Sustainability Committee on the progress against the Group's sustainability ambitions, including approving new Group environmental targets and a new Group 'People and Culture' strategy, and reviewing progress against its targets and strategy - Considered the Group's approach to climate change scenario modelling and reviewed the financial impact of the chosen climate scenarios over different time periods - Received people updates relating to engagement survey or pulse survey results, driver shortages, trade union relations, diversity and other matters affecting the workforce - Participated in a number of workforce engagement activities, as further described on page 82 of this Corporate Governance report | | **Leadership and remuneration** | - Received and approved recommendations from the Nominations Committee on the appointment of a new Executive Chair, Group CEO and Group CFO, proposed size and composition of the Board and each of its Committees and the proposed annual election, or re-election, of Directors at the next AGM - Received a report from the Nominations Committee on succession plans and changes to the Group Executive Committee, including on the development plans being put in place for internal candidates identified as potential successors in light of the Group's strategic objectives and resulted in the appointment of a new Group CEO - Received reports from the Remuneration Committee on its activities, including Executive and senior management pay awards, bonus awards, targets and out-turns, long-term incentive grants, performance conditions and vestings and overall pay conditions across the Group - Reviewed and approved Non-Executive Director fees | | **Governance** | - Approved the Company's Annual Report, including ensuring that it is fair, balanced and understandable - Considered developments in corporate governance and reporting and how best to implement such developments, such as 2024 Corporate Governance Code - Reviewed the results of the internal Board and Committee performance review - Reviewed the Board's terms of reference, its Committees' terms of reference and the Group's delegated authority framework - Reviewed and approved the Group's modern slavery statement | Further details about the Board and Committee meetings held during the 15-month period ending 31 March 2026, Directors' attendance at those meetings and the Board and its Committees' processes are set out on pages 76 and 77 of this Corporate Governance report. Mobico Group Annual Report for the 15-month period ending 31 March 2026 73 --- ## Board activity for the 15-months ending 31 March 2026 continued ### Safety The Group CEO has overall responsibility for the Group's safety system and performance (for which the Executive Chair had responsibility from 1 May 2025 to 1 April 2026). In 2025, a new Group Safety Committee was established to support the Group CEO in discharging this responsibility. The Committee consists of the Group CEO, Divisional CEOs and the Divisional Safety Directors. The Board has direct oversight of the Group's safety system and performance, receiving a safety report and updates at each scheduled Board meeting. ### Safety system The Group has well-defined and developed safety systems, standards and policies that operate across its global businesses, which have their foundations in the 'Driving Out Harm' programme that originated in 2011 with 12 Global Safety Standards. This was enhanced in 2017 with the introduction of five new Global Safety Policies relating to speed management, driving evaluation, competence of driving evaluators, driver monitoring and driver performance management. A sixth Global Safety Policy on road vehicle shunting was introduced in 2021. The first six policies are fully implemented across the Group's existing operations and continue to be implemented in those cities and countries in which the Group has more recently commenced operations. During 2025, a 13th Global Safety Standard on wellbeing was implemented, while a 14th Global Safety Standard on electric vehicle thermal events is in development, with adoption expected during 2026. ### Safety performance The Board assesses the Group's safety performance and risk by reference to a number of KPIs, the principal one being the Fatality and Weighted Injuries (FWI) index measure. The FWI index weights preventable injuries by severity to give an overall base score, which is normalised by miles operated. A further KPI measures a preventable accident score which counts the number of vehicle accidents that should, by compliance with the Group's safety system, have been capable of being prevented. To ensure continued focus on the Group's safety performance, a portion of the bonuses for Executive Directors and senior management is based on the Group FWI index score, with the threshold for payout only being met if there were no preventable fatalities during the period in question. For commentary on the safety element of the bonuses for Executive Directors, please see page 102. The FWI index target for the period in question is derived from the Group's average FWI score from the previous three years. The actual score achieved for the 12-months ending 31 December 2025 is set out in the table below: | KPI target and 2025 bonus target | Bonus weighting | Target score | Actual score | | --- | --- | --- | --- | | Group FWI index score (per million miles) to 31 December 2025^{2} | 15% | 0.0032^{1} | 0.0011 | The Board was delighted to note that the Group FWI index target for the 12-months ending 31 December 2025 was met and was the best result on record, and that there were no preventable fatalities during 2025, which demonstrates the impact of the relentless focus on safety. It is particularly pleasing to see that safety has remained in focus during a year of turnaround for the Group. The impact of the Group's focus on, and continuous investment in, safety is illustrated by the graph below. ![img-24.jpeg](img-24.jpeg) To demonstrate the Group's ongoing focus and commitment to safety, the Remuneration Committee of the Board will continue to include safety metrics within the Executive Directors' and senior management's bonus plans for 2026, as set out in the Directors' Remuneration Report. In addition to assessing safety performance by reference to KPIs, the Board also received reports on all major safety incidents within the Group, their root causes and any lessons to be learned, together with action plans implemented in response to them. It also received updates about a number of specific or new aspects of the Group's safety system, for example: - The Board was updated on the Group-wide actions being taken to mitigate the risks emerging of thermal events on battery electric vehicles. This involves a cross divisional working group to ensure emerging good practice and lessons are shared, who have been working on a new Global Safety Standard on thermal events to mitigate the risks going forward. Adoption of this new standard is anticipated during 2026 following review by the new Group Safety Committee. This is also an example of how the Group continues to be alert to new and emerging risks and devises plans to mitigate their effects; - The Board was given an overview of how the risk caused by inexperienced drivers is managed, given these drivers are statistically more likely to be involved in a collision. The Board was pleased to hear that accidents and incidents involving inexperienced drivers continues to be tracked on a monthly basis by the divisional safety teams who put measures in place to mitigate the risks; $^{1}$ The original Group FWI target for the 12-months ending 31 December 2025 was 0.0034, but this was changed to 0.0032 (i.e. a more difficult target to achieve) as part of revising the targets for H2 following the disposal of the North American School Bus business $^{2}$ Please see the Directors' Remuneration report on page 102 for the Group FWI Index score at 31 March 2026 74 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ![img-25.jpeg](img-25.jpeg) - The Board was pleased to hear about improvements to the Group's drug and alcohol testing regime in the UK following a review of those policies and procedures; - Following an increasing trend versus prior year in anti-social behaviour in the UK, the Board was informed of the work being done alongside the authorities and the police to keep our drivers and ground staff safe; and - With the new Global Safety Standard on wellbeing now in place, the Board welcomed updates on the progress with implementation, which included hearing about the different divisional initiatives available to our employees and the Board undertaking mental health training. The Group's safety excellence also continued to be recognised externally during the 15-month period ending 31 March 2026. For example: the UK achieved ISO 45001 health and safety accreditation in its Coach division, having achieved the same accreditation in its Bus division the previous year; in Germany, we renewed our government safety certificate for a further three years, with no issues identified during renewal; and Alsa received the 'Ponle Freno' award, granted by Atresmedia for innovation in Road Safety for the project 'Siempre Seguro' (Always Safe). It is the most prestigious road safety award in Spain and was presented in the Senate. The Board believes that the Group's approach to safety, and commitment to continually learning and improving through innovation, ensures it is, and will continue to be, the safest operator in the industry. Mobico Group Annual Report for the 15-month period ending 31 March 2026 75 --- # Division of responsibilities ## Roles and responsibilities The Board has agreed a clear division of responsibilities between the Executive Chair and the Group CEO. Other roles are also clearly defined to enhance Board effectiveness. A summary of those roles and responsibilities is available on the website here: www.mobicogroup.com/about-us/corporate-governance/role-of-the-board/ ## Board and Committee meeting attendance The Board and its Committees conduct their business at scheduled meetings during the year. Additional meetings are held, and other arrangements made, to consider and decide ad hoc matters outside of scheduled meetings. The table below sets out the attendance by Directors and Committee members at the scheduled meetings of the Board and its standing Committees during the period 1 January 2025 to 31 March 2026: | Attendance at meetings | Board | Nominations Committee | Audit Committee | Remuneration Committee | Sustainability Committee | | --- | --- | --- | --- | --- | --- | | **Total scheduled meetings in the 15-month period ending 31 March 2026^{1}** | 9 | 3 | 5 | 7 | 3 | | **Executive Directors^{2}** | | | | | | | Phil White, Executive Chair^{6} | *7 | – | – | – | – | | Brian Egan, Group CFO^{4} | 6 | – | – | – | – | | Ignacio Garat, Group CEO^{5} | 2 | – | – | – | – | | **Chair and Non-Executive Directors** | | | | | | | Helen Weir^{5} | *2 | 1 | – | 2 | 0 | | Jorge Cosmen | 9 | *3 | – | – | 3 | | Carolyn Flowers | 9 | 3 | 5 | – | *3 | | Karen Geary^{6} | 9 | 3 | – | 7 | 2 | | Ana de Pro Gonzalo^{7} | 9 | – | 5 | 6 | – | | Nigel Pocklington | 9 | – | – | *7 | 3 | | Enrique Dupuy de Lome Chávarri | 9 | 3 | *5 | – | – | $^{1}$ Some of the Board and Committee decisions were taken outside of scheduled meetings during the year and the Executive Directors were also invited to attend certain meetings of the standing Committees of the Board where appropriate, neither of which are shown in the table above. The Disclosure Committee and Executive Committee of the Board met during the 15-month period ending 31 March 2026 as and when required but these meetings are not reflected in the table above given the nature of these committees means that such meetings are not scheduled. $^{2}$ Helen Cowing attended Board and certain Committee meetings in her capacity as Interim Group CFO but is not included in the above table as she was not a member of the Board. Helen stood down as Interim Group CFO on 24 June 2025. $^{3}$ Ignacio Garat stood down from the Board on 30 April 2025, having attended all meetings of the Board held during the year prior to this date. $^{4}$ Brian Egan was appointed to the Board as Group CFO on 24 June 2025 and attended all meetings of the Board held after this date. $^{5}$ Helen Weir stood down from the Board on 1 May 2025, having attended all meetings of the Board and Remuneration Committee held prior to this date. Helen missed one meeting of the Sustainability Committee due to exceptional circumstances, and did not attend one meeting of the Nominations Committee as the Chair's succession was a key topic on the agenda. $^{6}$ Phil White was appointed to the Board as Executive Chair on 1 May 2025 and attended all meetings of the Board held after this date. $^{7}$ Ana de Pro Gonzalo was not able to attend one meeting of the Remuneration Committee as this meeting had to be rescheduled to a date where she already had pre-existing commitments. $^{8}$ Karen Geary missed one meeting of the Sustainability Committee due to exceptional circumstances. * Board Chair or Committee Chair ## Director independence The Board reviews the independence of its Non-Executive Directors annually in advance of proposing Directors for election or re-election at the AGM. The Nominations Committee also considers Non-Executive Director independence on an ongoing basis as part of its consideration of the composition of the Board. Phil White was appointed as the Executive Chair on 1 May 2025 but, as previously announced, he will resume his role as Non-Executive Chair on 1 October 2026. When Phil's appointment as the Non-Executive Chair was first announced in March 2025, the Board considered him independent on appointment. Mr Cosmen, the Deputy Chair, is not considered independent due to his long tenure on the Board (20-years), his close links with the Group's business (especially the Alsa business) and the interests the Cosmen family hold in shares in the Company. However, Mr Cosmen's extensive experience in the passenger transport industry and deep understanding of the Group's business enables him to provide the Board with valuable support when reviewing strategic and operational matters. At the 2025 AGM more than 20% of the Shareholders voted against Mr Cosmen's re-election as a Director of the Company. As a result, and in accordance with the 2024 UK Corporate Governance Code, the Executive Chair and Group CFO discussed this with the Company's major Shareholders. The Board and the Nominations Committee (excluding Mr Cosmen) considered the feedback received. The Board notes that under the existing relationship agreement, the Cosmen family has the right to appoint a Director to the Board, and that at least half of the Board, excluding the Chair, are independent Non-Executive Directors. On the advice of the Nominations Committee, the Board considers all other serving Non-Executive Directors to be independent. 76 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## Director conflicts of interest The Board operates a policy to identify and manage situations declared by Directors (in accordance with their legal duty to do so) in which they or their connected persons have, or may have, an actual or potential conflict of interest with the Group. Declaration of any conflicts of interests is an agenda item for each scheduled Board meeting. The Board considers such situations as they arise and decides whether to authorise any conflict based on the overriding principle that a Director must at all times be able to exercise independent judgement to promote the success of the Group. A register of Directors' actual and potential conflicts of interest, together with authorisations previously given by the Board, is maintained by the Group Company Secretary. Following review by the Nominations Committee of the application of this policy during the year under review, the Board is satisfied that no Director conflict situation currently exists. ## Director commitment and external appointments The Directors' ability to commit sufficient time and attention to their duties, including having regard to their external appointments, is reviewed by the Board annually in advance of Directors being proposed for election or re-election at the AGM, following recommendation from the Nominations Committee. All Directors are expected, and required by their appointment terms, to commit sufficient time to the Board and the Group in order to carry out their duties. They are also required, by their appointment terms, to seek the Board's approval to take on significant new commitments. The Board's policy on Directors' commitment and external appointments gives guidance on what constitutes a significant commitment outside the Group and the process to follow to seek approval for new external appointments. The policy guides that the Board will not normally approve Executive Directors holding more than one other significant commitment, such as a non-executive directorship in another publicly traded company, and will not normally approve Non-Executive Directors holding more than five 'mandates' as defined in the policy. A register of Directors' external appointments is maintained by the Group Company Secretary. Details of all Directors' current significant external appointments are included in their biographies on the website here: www.mobicogroup.com/about-us/our-leadership-team/. Following recommendation by the Nominations Committee, the Board considers, taking into account Directors' attendance at Board and Committee meetings, their contributions to the Group outside the Boardroom and their other current significant commitments, including external appointments, that all the Directors are able to devote sufficient time and attention to their duties. ## Board and Committee processes The Board has a schedule of matters reserved for its approval, which matters include: strategy review; risk appetite and Group-wide principal and emerging risk review; major acquisitions, disposals, bids and contracts; share capital changes and debt financing; review of financial results and approval of business plans and budgets; setting and changes to key corporate policies; Board and Committee membership; and corporate governance arrangements. Other responsibilities and authorities have been delegated by the Board to its standing Committees, comprising its Nominations, Audit, Remuneration, Sustainability, Executive and Disclosure Committees. The schedule of matters reserved to the Board and the terms of reference of each of its standing Committees, which are reviewed and approved by the Board annually, can be found on our website at www.mobicogroup.com. Matters that fall outside of those reserved to the Board or its standing Committees fall within the responsibility and authority of the Executive Chair, Group CEO, Group COO and/or Group CFO, and are either reserved to them or delegated by them further pursuant to a Group Delegated Authorities Framework which is also reviewed and approved by the Board. The Executive Chair and the Group Company Secretary, in consultation with the Group CEO, the Group CFO and Chairs of the Committees, maintain a scheduled 12-month programme of business for the Board and its standing Committees. This incorporates flexibility for additional business to be discussed as required either at those scheduled or additional ad hoc meetings of the Board or its Committees. During the period under review, the Board reviewed updates from the Executive Directors on the Group's strategic, operating and financial performance, and from other members of the Group Executive Committee including on legal compliance and corporate governance and on the Group's safety performance. Committee Chairs provide summaries of the main decisions and recommendations arising from Committee meetings to ensure non-members are kept up to date with the work undertaken by each Committee. All Non-Executive Directors also have access to all supporting papers for each meeting of the Committees whether or not they are a member of that Committee for full visibility. Senior management and external advisers regularly attend both Board and Committee meetings where detailed discussions take place on specific matters on which their input or advice is needed. If a Director is unable to attend a meeting due to illness or exceptional circumstances, they still receive all supporting papers in advance of the meeting and are invited to discuss with, and provide input to, the Chair of the Board, relevant Committee Chair or the Group Company Secretary on the business to be considered at that meeting. Feedback is provided to any absent Director on the key decisions taken at the meeting. The Board has access to the Group Company Secretary for support and advice as required, and the Company operates a policy that allows Directors to obtain, at the Group's expense, independent professional advice where required to enable them to fulfil their duties effectively. In addition to Board and Committee meetings, Non-Executive Directors hold private meetings without the Executive Directors present, including to discuss Executive Director performance. There are also opportunities during the year for Directors to have informal discussions outside the Boardroom, either between themselves or with senior management or external advisers. Further, Non-Executive Directors have the opportunity, throughout the year, to attend seminars and discussion groups on matters relevant to their roles and responsibilities or on topics of interest to the Company, including through Chapter Zero. In addition, the Company arranges ad hoc training for Directors that is related to their roles: during the period under review, Freshfields LLP delivered refresher training on Directors' duties and regulatory compliance. Mobico Group Annual Report for the 15-month period ending 31 March 2026 77 --- # Section 172(1) statement The Board makes decisions after careful consideration of all relevant factors including, but not limited to, those specified in s.172(1) Companies Act 2006. Examples of some of the decisions taken by the Board or its Committees during the 15-months in review and an explanation of which factors the Directors had regard to when reaching such decisions, including those set out in Section 172(1)(a) to (f) of the Companies Act 2006, are set out in the table below: | Board decision | Directors' consideration of factors in accordance with s. 172(1) | | --- | --- | | **Approved the sale of its North American School Bus business** | - in line with the Group's commitment to disciplined capital allocation and deleveraging as well as its focus on future return-enhancing growth, the Board made the decision to sell its North American School Bus business, with the objective of enhancing financial flexibility to focus on opportunities with higher return potential | | | - wider stakeholder implications for the North American School Bus business, including greater certainty for colleagues and customers in that business, longer-term financial security for the rest of Mobico and the North American School Bus business in a less capital-constrained environment while providing Mobico with a better ability to flexibly deploy its resources, including bidding and winning contracts thereby fostering business relationships and servicing more of the community | | **Approved the decision to integrate the UK Coach operations with Alsa** | - the decision to integrate the UK Coach operations with Alsa is a key step towards creating a pan-European coach business maximises the Group's strengths, drives operating synergies and further cost efficiencies to ensure the long-term success, enhanced business relationships and reputation | | | - Colleagues benefit from working more collegiately with, and learning from, each other | | **Approved the appointment of KPMG LLP as the Group's auditors and the extension of the accounting reference date to 31 March** | - appointing KPMG LLP as the Group's new Auditor allows the Group to maintain a high standard of financial reporting, while allowing the Group to develop a relationship with a new audit firm at the same time | | | - the decision to extend the accounting reference date to 31 March ensured that the Company had sufficient time to prepare the financial statements and for KPMG to have sufficient time to complete the audit. Ensuring that the Group's financial reporting is accurate is fundamental to the Group's reputation and ensures that all stakeholders have accurate to high-quality information | | **Approved an agreement in principle with the German PTAs for its rail services** | - the agreement, once legally binding, enables a material reset and de-risking of our German Rail business to support a long-term sustainable business going forward. This reset, alongside significant operational improvements, will benefit employees and customers in the North Rhine-Westphalia and surrounding area and improves relations with the German PTAs | | **Approved recommendations from the Nominations Committee on the appointment of a new Executive Chair and Group CFO to the Board and various new appointments to the Group Executive Committee, including a new Group COO** | - the appointments support the long-term success of the Group, as suitably experienced and qualified individuals have been appointed to the Board and Group Executive, who have strong reputations in their area of expertise to help deliver stronger financial outcomes, develop strategic objectives and support the deleverage and growth agenda | | | - colleagues benefit from strong leadership being in place, especially during a period of transformation and turnaround and enhancements to culture | 78 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information | Board decision | Directors' consideration of factors in accordance with s. 172(1) | | --- | --- | | **Adoption of revised Scope 1, 2 and 3 GHG emissions targets following the disposal of the North American School Bus business, which were approved by SBTi** | - following the disposal of its North American School Bus business, the Group adopted revised Scope 1, 2 and 3 science-based greenhouse gas emissions reductions targets which received SBTi validation that such targets were in line with containing global warming to a temperature increase of no greater than 1.5°C above pre-industrialisation levels, demonstrating the Group's commitment to playing its part in society's goal of controlling climate change - further action against climate change enhancing the Group's reputation and credibility as an environmentally conscious transport business | | **Approved the decision not to pay an interim and full-year dividend for the period ending 31 March 2026** | - in determining whether or not to recommend payment of an interim and full-year dividend, the Board considered the financial implications and long-term impacts of that recommendation, acting fairly between Shareholders who had expressed different views, alternative applications of those monies (including reinvestment and deleverage) and the impact on the Group's reputation | | **Reviewed and approved the Group's five-year strategic plan** | - the achievement of the Group's new 'Simplify, Strengthen, Succeed' strategy will have positive outcomes for all; our colleagues will benefit from financial, career and development opportunities with better integration across the Group; our business relationships will benefit through strengthening existing relationships and developing new relationships with our customers, suppliers and our partnerships with local governments; the community and environment will benefit as we transition to zero emissions vehicles and seek to keep local communities well connected with safe and reliable transportation services; and our Shareholders and debt providers will benefit from our growth with cost and capex discipline and increased profitability through returns on their investment | | **Approved bids for significant opportunities to provide transportation services** | - the bids would, if successful, generate revenue and profit and contribute to the Group's growth strategy and align with its Purpose, including through access to new markets and strengthening our presence in existing markets, which could create further opportunities in the long term. Our Shareholders will all benefit from our growth and increased profitability through returns on their investment, as will our existing colleagues from the increased financial stability within the Group - additional colleagues would join the Group if the bids are successful. They would benefit from our training programmes and application of our Group Safety Policies, which would teach them new skills and procedures aimed at reducing risk - the local communities served could benefit from either a new or continued service operated to the high standards set by the Group, particularly in terms of safety and in line with the Group's environmental ambitions to transition its global fleet to zero emissions vehicles - the Group chose to partner with others in some of its bid submissions, which enabled the Group to form new, or strengthen existing, stakeholder relationships | | **Approved the Group's modern slavery statement** | - the statement confirmed the Group's zero-tolerance approach to slavery and human trafficking and sets out the steps taken by the Group during the year to ensure there was no modern slavery or human trafficking in any part of its business or supply chain and, in approving such statement, consideration was given to the Group's reputation for conducting its business in an ethical manner and with integrity and the importance of working with trusted suppliers who operate to the same high standards with respect to conduct of their business and management of their social and ethical issues | # **Key** - Long-term impact - Employees - Fostering business relationships - Community and environment - Reputation - Acting fairly between members - Financial implications - Advancing the Purpose Mobico Group Annual Report for the 15-month period ending 31 March 2026 79 --- # Purpose, Values, strategy and culture The Group has a clear Purpose to be achieved through the execution of its 'Simplify, Strengthen, Succeed' strategy. The Group's Values – Safety, Excellence, Customers, People and Community & Environment – and its new 'People and Culture' strategy seeks to promote a strong, healthy and inclusive culture which is essential to attract, develop and retain top talent. This will ensure the Company has the collective strength to deliver its strategy and Purpose. For more details, please see pages 07 and 38. ## Alignment, monitoring and embedding culture The Board recognises that a healthy, positive and inclusive culture requires regular focus from the top to ensure it remains aligned with our Purpose, Values and strategy. During the period in review, steps taken to strengthen and evolve culture by the Board (acting through its Sustainability Committee) included: - Approving a new 'People and Culture' strategy (see pages 07 and 38), which recognises the importance of culture in delivering our objectives. At the same time, it introduces ways of working and reinforces our Values which underpin our culture and sets clear expectations of how our people work and behave across the Group; and - Endorsed a number of initiatives during the period which were launched following the implementation of the Group's overarching wellbeing strategy 'Be Well'. These initiatives aim to strengthen our people's psychological safety through encouraging conversations, reducing stigma and empowering colleagues to seek help when needed. Our culture is embedded through training, our policies, objective setting and development plans and internal communications led from the top. The Board, supported by its Committees, regularly reviews a number of measures throughout the period under review to monitor the culture of the Company and to assess how the culture has been embedded, as summarised below: ### Surveys Results of engagement and pulse surveys are monitored by the Sustainability Committee and provide an overview of culture, engagement and sentiment across the Group ### Board performance review The Board undertakes an annual performance review, which includes culture as a review topic ### Whistleblowing hotlines The Group operates whistleblowing hotlines for employees to confidentially raise concerns. The Board has oversight and visibility of any serious matters reported to these hotlines ### Diversity and inclusion The Nominations Committee monitors the Group's diversity and inclusion initiatives which aims to increase diversity and foster an inclusive culture ### Remuneration and objectives The Remuneration Committee is responsible for ensuring remuneration targets that align with the Group's culture ### Compliance framework and policies The Audit Committee monitors the development and implementation of the Group's compliance framework and corporate policies which form part of it, such as the anti-bribery and slavery policies ### Workforce engagement The Board liaises directly with the workforce through listening forums and Town Halls as described on page 82. This direct engagement allows them to both monitor and promote the desired culture with the workforce ### People updates The Sustainability Committee receives people updates on all key people data and trends and monitors key people KPIs. This includes updates on the status of trade unions relations, employee turnover and diversity statistics, and progress against the 'People and Culture' strategy and wellbeing strategy, Be Well. ### Safety The Board monitors the development, implementation and compliance with the global safety policies and reviews major safety incidents, their root causes and any lessons to be learned from them. It also receives updates at each Board meeting from the Group CEO on safety performance Through its monitoring activities, the Board is satisfied that the Group's culture is aligned with its Values, Purpose and strategy and that progress is being made in ensuring the desired culture is embedded. 80 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## Sustainability overview The Committee has continued to monitor progress against the Group's overarching sustainability strategy during the 15-month period ending 31 March 2026, which it endorsed during 2023. The strategy is based on three pillars: Planet, People and Places, which are linked to our Purpose, to drive modal shift. Please see pages 35 to 41 for more information. The Committee monitored progress of each pillar of the overarching sustainability strategy as set out below. ### Environment – Planet #### Environment ambitions The Group's environment strategy is centred around transitioning its fleet of vehicles across its operating subsidiaries to Zero Emission Vehicles (ZEVs). Over 90% of the Group's Scope 1 and 2 carbon emissions originate from fuelling its fleet, so the transition to ZEVs will have the greatest effect in reducing the Group's impact on the environment and improving air quality in the communities it serves. During the period, and following the disposal of the North America School Bus (NASB) business, the Committee agreed to revise its previously stated divisional targets to one Group target: that, by 2040, 100% of the Group's vehicle fleet will be ZEVs. The new Group-wide target reflects developments in the business including the shift to franchising in UK Bus and the Group's continuing need to keep capital expenditure under close control, while remaining fully aligned to the Group's net-zero ambitions. In accordance with the Group's Emissions Recalculation Policy, the Committee reviewed the Group's previously validated carbon reduction targets following the sale of the NASB business in 2025. As a result, the Group submitted revised near-term carbon reduction targets covering Scope 1, 2 and 3 emissions to the SBTi in order to both obtain external validation of these targets and to ensure continued alignment with the Paris Agreement, with these targets having been reviewed and approved by the Committee prior to submission to SBTi. SBTi completed their validation process in April 2026 and the approved targets are set out on page 54. #### Environment performance The Committee monitored progress against the Group's ZEV transition plan during the period, which included an update on progress against the fleet ambitions and the projected impact on our emissions. As at 31 March 2026, the Group had 1,329 ZEVs in service or on order, compared to 1,100 vehicles in service or on order as at 31 December 2024, which included 64 NASB vehicles. The Committee was pleased to observe that our ZEV portfolio continued to grow during the 15-month period ending 31 March 2026 despite both the sale of the NASB business and our unrelenting focus on cash generation and deleveraging. The Committee reviewed progress against its SBTi-approved targets during the year, and the results are set out in the table on pages 54. Scope 1 and 2 absolute emissions (under the market-based methodology aligned to our SBTi targets) are down 5.2% in 2025 from 2024 on a calendar year basis. Scope 3 absolute emissions have decreased by 13.8% compared to 2024 on the same basis. See page 54 for further commentary. As also explained in previous Annual Reports, the Remuneration Committee sets environmental performance metrics in the annual long-term incentive plan (LTIP) awards granted to the former Executive Director(s) in 2023 and 2024. The vesting level of the 2023 LTIP is set out in the Directors' Remuneration Report: see page 103 for further detail. ## Social – People and Places ### Social ambitions The Group's people are a critical component of our successful delivery of our goals – including safe and reliable services. The welfare of our employees is a key driver of our target to be the employer of choice. Our focus is to engage with our employees to ensure their physical and mental safety. Our people strategy for the period in question, which was launched in 2022, had three pillars: Embrace, Energise and Elevate, which were underpinned by our Essentials. The Committee was pleased to note progress against all four 'E's during the 15-month period ending 31 March 2026, including the new driver recruitment and retention initiatives, which includes Sumando Conductores (Adding Drivers) in Alsa which aims to bring professionals from other countries or sectors into the driving profession. The overall total driver headcount for the Group has increased by over 200 drivers in 2025 compared to 2024. Driver recruitment and retention continues to be a focus for the divisions. A new Group 'People and Culture' strategy was endorsed by the Committee in March 2026 under the banner of 'Going further, Being close'. This is closely aligned with the Company's core Values: Excellence, Safety, People, Community & Environment and Customers. These Values are reinforced by our guiding behaviours: the four 'H's – Humility, Honesty, Humanity and Humour. The strategy is structured around four key priorities: (i) powered by talent, (ii) connection makes us stronger, (iii) culture shapes who we are and (iv) driven by diversity, each of which are supported by targeted initiatives linked to the Group's priorities. The new 'People and Culture' strategy reinforces the Group's commitment to being an employer of choice, attracting and developing top talent, and recognising that our people are the drivers of our success. Please see pages 07 and 38 for more information. The Committee will review progress against this new 'People and Culture' strategy going forwards. The Committee monitored implementation of the Group's overarching wellbeing strategy, 'Be Well', which was launched in 2024 to build on the framework in place within the divisions, and remains part of the new 'People and Culture' strategy. The Group has partnered with Mental Health UK and is focused on actively promoting activities and campaigns that encourage open conversations, reduce stigma and empower colleagues to seek help when needed. The Committee also received an update on the Places pillar, which is the Group's commitment to serving its communities. Our support for our communities has always been at a divisional level, reflecting the desire to partner with communities and charities that mean the most to our diverse local businesses, with initiatives and best practice being shared amongst the divisions at the meetings of the Global Sustainability Steering Group. During the period, the Committee endorsed continuing with that approach rather than switching to a Group-led approach and was pleased to learn of some of the activities undertaken by the divisions in the communities they serve, including: i. Local partnerships with 'Stuff the Bus' in WeDriveU and GreenTheUK in Group; and ### Social performance The Group has previously tracked its social performance for People through the results of the 'Your Voice Matters' all-employee survey, through improvements to global engagement and eNPS scores. As reported in last year's Committee report, the difficult decision was made to postpone the 2024 'Your Voice Matters' Mobico Group Annual Report for the 15-month period ending 31 March 2026 95 --- ## Sustainability Committee report continued survey with the Group leveraging other methods to measure the Group's culture, engagement and sentiment. Due to the volume of change underway across some of the divisions, it was felt that timing was not practical to run the survey in every part of the business during 2025. In late 2025, the survey was run in Bahrain and Alsa only, and achieved response rates of 93% and 65%, respectively. The Bahrain engagement survey shows strong employee engagement, with high participation and positive sentiment across most experience areas and with results well above benchmark. While many areas improved since 2023, recognition, management communication and collaboration show slight declines, highlighting opportunities to enhance leadership visibility, feedback and cross-team connections. Headline results in Alsa show a slight decline in response rate amongst operational staff following the move away from paper surveys. Engagement also reduced most with operational staff in Spain and Morocco, the largest workforce segment, which drove an overall decline. However, wellbeing scores were high across all regions. Action plans are being devised to target key areas. The Committee also recognises that it is vital to measure the Group's culture, engagement and sentiment in divisions that did not undertake the formal survey. The Committee was pleased to hear about, and endorsed, alternative methods adopted to ensure that employee engagement was well-monitored during 2025. These included the continued use of pulse surveys (comprising a shorter set of questions issued to specific segments of the workforce as well as a general cross-section). The Group Executive continued to monitor engagement via its 'mood board' which uses information gathered from 'mood checkers' on the Group's intranet, internal and external social and work channels, as well as information from divisional HR directors, with key findings presented to the Committee at each meeting. These methods provide actionable feedback. The Committee noted that some key themes arising are: i. The Group's new wellbeing strategy has been well-received by employees, as demonstrated by improved wellbeing responses to pulse surveys and a 28% increase in our external benchmark score; and ii. The Global Finance team reported more positive responses on work-life balance (which was up 3%) and workload management (which was up 13%). These were target areas for 2025 and therefore the Committee was pleased to hear of these improvements. Progress for the Places pillar is monitored though the following KPIs: i. Passenger journeys; ii. Cities operated in; and iii. Public transport contracts won. Although we disposed of our North America School Bus business in the year, we continue to show strong progress against our Places KPIs, including 29 new public transport contracts won in the period. We remain focused on serving our local communities and we now operate in 50 cities and have carried our passengers over 26 billion passenger miles. Carolyn Flowers Sustainability Committee Chair 28 July 2026 ![img-26.jpeg](img-26.jpeg) 96 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Remuneration Committee report ![img-27.jpeg](img-27.jpeg) NIGEL POCKLINGTON Remuneration Committee Chair Activity highlights - Tracked financial results/remuneration outcomes for Executive Directors and senior management - Reviewed 15m 2026 annual bonus/2023 Long-Term Incentive Plan (LTIP) out-turns for Executive Directors/ senior management - Reviewed the Chair's/Executive Directors'/senior managers' pay/benefits in 2025, in the context of their performance, the Company's performance and the Group's stakeholder experiences - Considered and set targets and performance conditions for the 2026/27 annual bonus and the 2026/27 LTIP awards to be made to Executive Directors and senior management - Ongoing remuneration environment/best practice review For information on the primary role and key responsibilities of the Remuneration Committee, please visit www.mobicogroup.com/about-us/corporate-governance/committees/ Membership, meetings and attendance | Committee member | Appointed | Meetings attended/held | | --- | --- | --- | | Nigel Pocklington (Chair) | 01/08/2023 | 7/7 | | Karen Geary | 01/10/2019 | 7/7 | | Ana de Pro Gonzalo^{1} | 04/12/2021 | 6/7 | | Helen Weir^{2} | 31/01/2023 | 2/2 | Other attendees: Group General Counsel & Group Company Secretary (or their Deputy), Group CEO or Executive Chair, Group CFO, Group CPO, Group Reward Director, Eliason and FIT representatives (independent remuneration advisers). No individual was present when their own remuneration was discussed. 1 Ana de Pro Gonzalo was not able to attend one meeting of the Remuneration Committee as this meeting had to be rescheduled to a date where she already had a pre-existing commitment. 2 Helen Weir stood down from the Board and the Committee on 1 May 2025. She attended all Committee meetings held during the financial period prior to this date. On behalf of the Board and as Chair of the Remuneration Committee, I am pleased to present the Directors' Remuneration Report for the 15-month financial period ending 31 March 2026 (15m 2026). As in previous years, this report aims to set out simply and transparently how remuneration has operated across the Group in the financial period, including the decisions made by the Remuneration Committee on Chair, Executive Director and senior management remuneration, the associated rationale for these decisions and how the Remuneration Committee intends to operate the Directors' Remuneration Policy in the year ahead. The report is split into two sections: this Annual Statement and the Annual Report on Remuneration. Our Remuneration Policy was last submitted to Shareholders at the 2024 AGM, receiving 98.88% votes in favour, and can be found within the Company's Annual Report and Accounts for 2023 which is available on the Company's website. The Annual Report on Remuneration will be subject to an advisory Shareholder vote at the 2026 AGM. Business performance In 2025, our new leadership team started the Group's turnaround which has continued with momentum into 2026. We achieved further growth, underpinned by Alsa's double-digit growth, although this was hampered by a challenging trading environment in the UK and operational issues with the WMATA contract in WeDriveU. Safety is a priority, which is integral to our operations and we significantly improved this in the 15m 2026 period. Our environmental credentials also improved, with our Scope 1 & 2 emissions continuing to reduce year-on-year, despite an overall increase in passenger miles. Wider workforce context Mobico's performance relies on the hard work and dedication of over 30,000 colleagues across Europe, North America, North Africa and the Middle East, with the Remuneration Committee's decision-making in respect of Executive Directors informed by its responsibilities in overseeing remuneration across the broader business. The Remuneration Committee is conscious that cost of living continues to pose challenges for our colleagues. Given the range of operations and geographies within the Group, salary increases differ. UK salary increases awarded to non-unionised colleagues will average 3%, with our other geographies following similar approaches. The Group is also committed to supporting employees beyond this and operates a number of support packages for colleagues such as access to hardship loans, employee discounts and financial education webinars, in addition to wider health and wellbeing support through the provision of apps and seminars. For more information on progress made in supporting colleagues, see page 40. Remuneration Committee decision-making on developments during the financial period This period has seen a number of developments which have had implications for Executive Director remuneration. Below we set out how the Remuneration Committee has responded to each of these developments and the rationale for our decision-making. Changes to the Executive team During the 15m 2026 period, Mobico announced a number of changes to its Board and Executive team, with the Remuneration Committee tasked with determining the remuneration arrangements for outgoing and incoming Directors in line with the Policy approved by Shareholders. Mobico Group Annual Report for the 15-month period ending 31 March 2026 97 --- ## Remuneration Committee report continued In April 2025, we announced that Group CEO, Ignacio Garat, would be stepping down from his position and from the Board with effect from 30 April 2025, and would remain with the Group as an adviser until 31 July 2025 to support a smooth handover of leadership responsibilities. Details of Ignacio's leaver arrangements were published to the Company's website at the time of his cessation. He continued to receive salary and other contractual benefits in accordance with his service agreement until 30 April 2026, in addition to a one-off payment in lieu of holiday accrued but untaken prior to his cessation. Reflecting the nature of Ignacio's cessation and noting his contribution to the Group over the last four and a half years – including successful navigation of the Group through the pandemic and delivery of strong revenue growth – the Remuneration Committee treated him as a 'good leaver' for the purposes of variable incentives. Accordingly, Ignacio remained eligible for an annual bonus for the 2025 calendar year, with maximum opportunity pro-rated to reflect the proportion of the period served. He also retained pro-rated interests in the 2023 and 2024 LTIP cycles which will be tested for performance at the normal time. Further details are set out on page 104. In order to provide time to conduct a thorough search for Ignacio's successor, the Board appointed Phil White to the role of Executive Chair on an interim basis with effect from 1 May 2025. Phil had previously been announced as our new Non-Executive Chair of the Board but took over executive duties to ensure Mobico could continue to accelerate the pace of necessary operational and financial improvements. Phil's package as Executive Chair comprises a base salary of £840,000 per annum and an annual award of salary shares worth £140,000 which will vest and become exercisable on the anniversary of his appointment. Granting part of Phil's package in the form of Mobico shares was seen as an appropriate way of helping to control costs across the business and to recognise feedback from a number of our leading Shareholders around the importance of alignment. Reflecting the temporary nature of his expanded role, Phil is not eligible to participate in the annual bonus or LTIP. As subsequently announced on 25 March 2026, Phil will continue in his role as Executive Chair until 30 September 2026, before reverting to Non-Executive Chair, for which he will receive an all-inclusive fee of £500,000 per annum. To recognise the importance of the aforementioned financial improvements, Brian Egan was appointed as Group CFO and to the Board with effect from 24 June 2025. In setting Brian's remuneration, the Remuneration Committee sought to recognise his considerable experience at a number of international companies over the last 25-years, including as a PLC Executive Director. Taking this into account, Brian's starting base salary was set at £505,000 per annum with an additional £50,000 to be awarded through salary shares. In line with the Policy, Brian receives a pension contribution of up to 3% of salary, a maximum annual bonus opportunity of 150% of salary and an annual LTIP award of 200% of salary (albeit his 15m 2026 award was below this level reflecting his part-year service). As announced in February 2025 and discussed in the 2024 Annual Report, Helen Weir resigned her position as Board Chair for personal reasons and departed from the Company on 1 May 2025. Her fees were paid in line with the Remuneration Policy until her point of departure. On behalf of the Remuneration Committee, I would like to thank Helen for her support to the Remuneration Committee during her tenure. Finally, and as announced on 25 March 2026, Francisco (Paco) Iglesias was appointed as Group CEO with effect from 1 April 2026. Paco brings a wealth of experience to the role, having served as Group COO since February 2025 and as CEO of Mobico's Alsa division since 2016. Reflecting this background and his strong track-record of delivery, the Remuneration Committee approved a starting package for Paco consisting of a base salary of €781,220 per annum, a maximum annual bonus opportunity of 200% of salary and an annual LTIP award of up to 200% of base salary. Other elements of the Policy, including a shareholding guideline, will also apply. Further details are set out on page 99. ### Changes to Mobico's financial year end As noted on page 133, in order to allow sufficient time to prepare financial statements and for our new Auditors, KPMG, to complete their audit, Mobico changed its accounting reference date and financial year end from 31 December 2025 to 31 March 2026. The Remuneration Committee's approach in respect of variable incentives resulting from the change in reporting period is set out below. ### 2025 annual bonus To account for the extension to the Company's financial year, the Remuneration Committee approved additional financial targets relating to the three-months ending 31 March 2026, with the Group CFO's final bonus based on a weighted average of these outcomes. The former Group CEO's bonus for the year was assessed in relation to the original 12-month period in accordance with his leaver terms. ### 2023 LTIP It was agreed by the Remuneration Committee to assess the 2023 LTIP based on the original targets and performance period ending 31 December 2025, noting that most metrics were tracking below threshold anyway and that the 2026 LTIP would continue to follow a calendar year grant cycle. ### Application of malus In its half-year results for the six-months ending 30 June 2025, the Company reported a statutory loss of £(254.7)m, primarily reflecting a £(238)m non-cash impairment associated with the sale of Mobico's North American School Bus business. In that context, the Remuneration Committee made a provisional determination in September 2025 that malus/the vesting underpin should be applied to the 2024 LTIP award and 2025 bonus of the former Group CEO, Ignacio Garat, considering his role as Group CEO during the relevant period. The Remuneration Committee communicated this provisional termination to Mr Garat and sought to agree the precise level of the adjustments with him. In agreement with Mr Garat, the Remuneration Committee ultimately determined that malus would be applied to his remuneration as follows: (i) the value of the 2025 bonus ultimately payable to Mr Garat would be reduced by 50%; and (ii) the number of shares that would otherwise vest under his 2024 LTIP award would be reduced by 25%. Further details are set out on page 105. 98 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## Remuneration outcomes for the period The Remuneration Committee's decisions around executive remuneration continue to be framed by the Group's broader performance context, including growth in passenger numbers and the experience of our different stakeholders. In light of these considerations, the Remuneration Committee approved the following in respect of 15m 2026 incentive outcomes: ### Annual bonus The annual bonus scheme was operated in line with the Policy for Executive Directors in the 15m 2026 period. In recognition of a large number of outstanding variables at the time – including ongoing PTA negotiations in Germany and the imminent sale of North America School Bus – the Remuneration Committee set provisional targets for the annual bonus in early 2025, before approving final targets at mid-year. As part of this process, the Remuneration Committee approved a change in the primary profit measure from PBT to EBIT to align with the Group's reporting and strengthened both the profit and covenant gearing targets to ensure that they remained of equivalent difficulty to those originally set. As noted above, the Remuneration Committee later set additional targets for the Group CFO to reflect the change in financial year end. Following a review of performance against the targets set, the Remuneration Committee confirmed that the Group CFO will receive a bonus payout of 64.7% of maximum, pro-rated to reflect the period served. In accordance with his leaver terms, the former Group CEO's bonus was judged against the original 12-month targets, resulting in an overall outcome of 51.8% of maximum (and 25.9% of maximum after the application of malus outlined above), similarly pro-rated to reflect the proportion of the period served. In both cases, 50% of the amounts earned will be deferred in Mobico shares for one-year. Further details, including bonus targets, are included on page 102. ### Long-term incentives LTIP awards made in March 2023 reached the end of their performance period as at 31 December 2025. These awards were based on a combination of underlying EPS, relative TSR, ROCE and two environmental metrics – CO₂ emissions per million passenger kilometres and ZEV fleet growth. Similarly to last year, the Remuneration Committee applied negative discretion to the formulaic ROCE outcome, reducing vesting from 100% to 0% in recognition of wider financial performance. Overall vesting of the 2023 LTIP was 0%. Further details are included on page 103. ### Overall pay outcomes for the 15m 2026 period Taken as a whole, the Remuneration Committee is satisfied that overall pay outcomes, following the application of negative discretion on the 2023 LTIP, are appropriate. ## Implementation of the Policy in 2026 ### Salaries The Executive Chair's base salary will remain unchanged at £840,000 with a salary shares award of £140,000 to be made as soon as permitted following the first anniversary of his appointment. As noted above, Phil will revert to the role of Non-Executive Chair from 1 October 2026 on an all-inclusive fee of £500,000 per annum. The Group CFO's salary will be similarly unchanged for the year at £505,000, with a further £50,000 to be granted in the form of salary shares, as soon as permitted following the first anniversary of his appointment, in June 2026. Paco's starting salary as Group CEO has been set at €781,220 per annum. The average salary increase across the Group will be 3%. ### Pension Total employer pension contributions for the Group CFO will continue to be in line with the offering available to the wider employee population in the UK at 3% of salary. The Group CEO will not receive a pension contribution, in line with the majority of employees in Spain. The Executive Chair does not receive a pension contribution. ### Annual bonus Paco Iglesias and Brian Egan will each participate in the 2026 bonus plan, with a maximum opportunity of 200% of salary and 150% of base salary respectively. The Remuneration Committee remains satisfied that the overall blend of financial and non-financial measures continues to support the Group's strategy and reinforces its Values. For 2026, the Committee has decided to replace the Covenant Gearing metric with Group cash flow, a change which reflects our immediate focus on strengthening liquidity and supporting deleveraging, and which improves participant line-of-sight and provides stronger alignment with the bonus metrics used at a divisional level. For both the financial and non-financial elements, targets have been set to be challenging relative to business plan. Further details are included on page 100. ### Long-term incentives In March 2026, Paco Iglesias and Brian Egan were each granted an award under the 2026-28 LTIP cycle equivalent to 200% of base salary. Consistent with the change made last year, vesting of this award is based entirely on Mobico's TSR performance relative to the constituents of the FTSE 250 Index, underpinned by the Remuneration Committee's assessment of overall corporate performance and the Shareholder experience over the period. Further details are included on page 100. ## Concluding thoughts I hope the above provides helpful context to the decisions taken by the Remuneration Committee this year, and that Shareholders will remain supportive of our approach to executive pay at our 2026 AGM. As always, the Remuneration Committee is keen to discuss the views of Shareholders and their representative bodies and values their ongoing engagement on remuneration matters. I will be available to answer questions on the Directors' Remuneration Report at the AGM and, if any Shareholder wishes to contact me in advance of that meeting to discuss any matters disclosed in the report, I can be reached via the Group Company Secretary. Finally, as a Committee we wish to thank all our colleagues throughout the business for their continued hard work and dedication. Nigel Pocklington Remuneration Committee Chair 28 July 2026 Mobico Group Annual Report for the 15-month period ending 31 March 2026 99 --- # Annual Report on Remuneration ## 1. Statement of implementation of current Directors' Remuneration Policy in 2026 ### (a) Executive Directors' fixed remuneration As set out in the Chair's Statement, the starting salary for Paco Iglesias has been set at a level that reflects his experience and track-record. The Executive Chair fee and the Group CFO's base salary remain unchanged for the current financial year, and each will receive a salary share award as soon as possible following the anniversary of their respective appointment dates: | Director | Base salary/fee | Salary shares | | --- | --- | --- | | Paco Iglesias, Group CEO | €781,220 | n/a | | Phil White, Executive Chair | £840,000 | £140,000 | | Brian Egan, Group CFO | £505,000 | £50,000 | The Group CEO and the Executive Chair do not receive a pension contribution. The Group CFO's pension contribution level is 3%, in line with that of the UK workforce. Benefits for the Group CEO comprise family private healthcare, car allowance and assistance on preparation of UK and Spanish tax returns. Benefits for the Group CFO include family private healthcare, car allowance and a travel allowance (£40,000) related to taxable travel costs in connection with commuting from Ireland to the UK. ### (b) Executive Directors' annual bonus For 2026, the maximum bonus opportunity for Paco Iglesias and Brian Egan will be 200% of salary and 150% of salary respectively, with performance assessed by reference to the following measures: | Annual bonus measures | Weighting | | --- | --- | | Group EBIT | 45% | | Cash generation | 25% | | Safety: FWI index score | 15% | | Personal objectives | 15% | For both the financial and non-financial elements of the annual bonus, targets have been set to be challenging relative to the business plan. Reflecting concerns around commercial sensitivity at this time, it is the Remuneration Committee's intention to disclose all targets retrospectively in next year's Remuneration Report. ### (c) Executive Directors' LTIP awards In March 2026, Paco Iglesias and Brian Egan were each granted an award of 200% of salary under the LTIP, as follows: | Director | Grant date | # shares awarded | Face value | Award amount^{1} | Performance period | | --- | --- | --- | --- | --- | --- | | Paco Iglesias | 30/03/2026 | 7,416,281 | €1,562,440 | 200% of salary | 01/01/2026–31/12/2028 | | Brian Egan | 30/03/2026 | 5,525,164 | £1,010,000 | 200% of salary | 01/01/2026–31/12/2028 | Note Based on the MMQ share price on the last business day preceding the date of grant, being 18.28p on 27 March 2026. Calculation for Paco, based on an exchange rate of £1 = €1.153 Consistent with the change made for the 2025-27 awards, vesting of the 2026-28 LTIP is based entirely on Mobico's TSR performance relative to the constituents of the FTSE 250 Index over the three-year period ending 31 December 2028, with targets as follows: | Measure | Weight | Threshold (25% vest) | Max. (100% vest) | | --- | --- | --- | --- | | TSR vs. FTSE 250 Index (percentile ranking) | 100.0% | 50% (median) | 80% (upper quintile) | Vesting is calculated on a straight-line basis for performance between points. The TSR condition is subject to an underpin assessment under which the Remuneration Committee can reduce the overall vesting level if it is not reflective of the Company's overall corporate performance and/or the experience of Shareholders. Examples of circumstances in which such an adjustment could be made, include: (i) consideration of whether vesting levels represent windfall gains; (ii) a substantial mis-alignment between the Company's financial performance and the vesting level; and/or (iii) significant concerns in relation to safety. Any awards vesting will be subject to a two-year holding period. Malus and clawback will apply for two-years from the date of vesting, including post termination of employment. Dividend equivalent entitlements will attach to any vested shares over the vesting period and during the holding period while options remain unexercised and will be satisfied in shares rather than cash. 100 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information #### (d) Non-Executive Directors' fees Upon reverting to the Non-Executive Chair role from 1 October 2026, Phil White will receive an all-inclusive fee of £500,000 per annum. Other Non-Executive fees will remain unchanged for the current financial year, as follows: | Role | £ | | --- | --- | | Non-Executive Chair fee (from 1 October 2026) | £500,000 | | Non-Executive Director base fee | £57,568 | | Fees for additional responsibilities: | | | Senior Independent Director | £11,000 | | Remuneration Committee Chair | £12,000 | The letters of appointment for the Chair and the Non-Executive Directors, together with the service agreements for the Executive Directors, are available for inspection at the Company's registered office. #### 2. Single total figure of remuneration for Executive Directors (audited) The table below sets out the single total figure of remuneration and breakdown for each Executive Director who served during the 15-month financial period ending 31 March 2026 (15m 2026) with comparative figures provided for the 12-month financial period ending 31 December 2024, where applicable. The subsequent information and tables in this section give more detail on various elements of the Executive Directors' remuneration. | £000 Financial period | Phil White^{1} | | Brian Egan^{2} | | Ignacio Garat^{3} | | | --- | --- | --- | --- | --- | --- | --- | | | 15m 2026 | 2024 | 15m 2026 | 2024 | 15m 2026 | 2024 | | Base salary/fee^{4} | 770 | – | 388 | – | 768 | 600 | | Benefits^{5} | – | – | 70 | – | 90 | 26 | | Pension allowance | – | – | 12 | – | 23 | 18 | | **Total fixed remuneration** | **770** | **–** | **470** | **–** | **881** | **644** | | Annual bonus^{6} | – | – | 377 | – | 187 | – | | Vested LTIPs^{7} | – | – | – | – | – | 16 | | **Total variable remuneration** | **–** | **–** | **377** | **–** | **187** | **16** | | **Single total figure of remuneration** | **770** | **–** | **847** | **–** | **1,068** | **660** | $^{1}$ Mr White was appointed as Executive Chair from 1 May 2025. All payments to Mr White in 2025 are in respect of service from that date. $^{2}$ Mr Egan was appointed as Group CFO from 24 June 2025. All payments to Mr Egan in 2025 are in respect of service from that date. $^{3}$ Mr Garat was the Group's CEO until 30 April 2025 and the 2025 base salary, benefits and pension amounts shown above reflects the period served during the financial period ended 31 March 2026. The terms of all payments made to Mr Garat in connection with his loss of office are shown on page 104. $^{4}$ Mr White's base salary amount includes a share-based element of remuneration as part of 2025's fixed pay which will ordinarily time vest and become exercisable as from 1 May 2026. This is valued at £140,000 (531,914 shares awarded at a share price on 3 November 2025 of 26.32p). Mr Egan's base salary amount includes a share-based element of remuneration as part of 2025's fixed pay which will ordinarily time vest and become exercisable as from 24 June 2026. This is valued at £50,000 (189,969 shares awarded at a share price on 3 November 2025 of 26.32p). $^{5}$ Benefits comprise the gross of tax value of car allowance and private medical insurance. Benefits for Mr Garat also include the reimbursement of the cost of preparation of Mr Garat's UK and Spanish tax returns. Benefits for Mr Egan include an annual travel allowance of £40,000 related to taxable travel costs in connection with commuting from Ireland to the UK. $^{6}$ Full disclosure of the annual bonus amounts and delivery mechanism are set out on page 102. $^{7}$ 2024 figure: The LTIP figure for Mr Garat has been updated to reflect the market price on the date of vesting (29 April 2025) of 31.96p. The difference in value is £21k. 2025 figure: The 2023 LTIP lapsed in full based on performance to 31 December 2025, as set out on page 103. Mobico Group Annual Report for the 15-month period ending 31 March 2026 101 --- Strategic report Governance report Financial report Additional information # Directors' report The information set out on pages 111 to 114 (inclusive), together with the information referred to below which is incorporated by reference, comprises the Directors' report for the 15-month period ended 31 March 2026. The Company has chosen, in accordance with Section 414(C)(11) of the Companies Act 2006 (as amended), to set out certain information required to be included in this Directors' report in the Strategic report. The Company has also set out certain other information required to be included in this Directors' report in the Corporate Governance report and the Consolidated Financial Statements. The location of such information is shown in the table below: | Information | Annual Report section | Annual Report page no(s) | | --- | --- | --- | | Business model and future business developments | Strategic report | Pages 08 and 09 | | Principal risks and uncertainties | Strategic report | Pages 54 to 65 | | Fostering relationships with suppliers, customers and others | Strategic report | Pages 31 to 33 | | | Corporate Governance report | Pages 81 to 83 | | Engagement with and other matters relating to employees | Strategic report | Pages 38 to 40 | | | Corporate Governance report | Pages 82 and 83 | | Financial instruments | Consolidated Financial Statements | Pages 191 to 199 | | Governance matters, including Corporate Governance Statement and a description of the composition and operation of the Company's administrative, management and supervisory bodies and their committees | Corporate Governance report | Pages 70 to 110 | | Description of diversity policies, objectives, implementation, and results | Nominations Committee report | Pages 92 and 93 | | Internal control and risk management arrangements for financial reporting | Audit Committee report | Pages 84 to 89 | | Streamlined Energy and Carbon Reporting (SECR) | Strategic report | Page 55 | This Directors' report and the Strategic report together form the Management Report for the purposes of Rule 4.1.8 of the Disclosure Guidance and Transparency Rules. The relevant information required to be disclosed under Rule 6.6.1 of the UK Listing Rules is as follows: | Listing Rule | Nature of information | Section and page(s) of Annual Report | | --- | --- | --- | | UKLR 6.6.1(11) | Dividend waivers by Shareholders | Directors' report, page 112 | ## Company status and branches Mobico Group PLC is the holding company of the Mobico group of companies. The Company is a public limited company incorporated under the laws of England and Wales. It is listed in the Equity Shares in Commercial Companies (ESCC) category of the FCA's Official List (LON:MCG). One of the Company's Spanish subsidiaries, NEX Continental Holdings, S.L.U., has a branch in Portugal, NEX Continental Holdings S.L, Sucursal Em Portugal. Other than that branch, neither the Company nor any member of its Group has any branches. ## Results and dividends The Company's and the Group's results for the 15-month period ending 31 March 2026 are set out, respectively, in the Company Financial Statements and the Consolidated Financial Statements on pages 127 to 237. ## Important events since the end of the financial year There have been no important events that have affected the Company or the Group since 31 March 2026, save for those disclosed in Note 39 to the Consolidated Financial Statements. ## Dividends As the Group remains focused on deleveraging, the Board has determined not to recommend a final dividend in respect of the 15-month period ending 31 March 2026 (2024: 0.0p). As the Board did not pay an interim dividend (2024: 0.0p) the total dividend for the 15-month period ending 31 March 2026 is 0.0 pence per share (2024: 0.0p). ## Share capital The Company has a single class of shares in issue in its capital comprising ordinary shares of nominal value 5 pence each, all ranking pari passu. As at 31 March 2026, there were 614,086,377 ordinary shares in issue and fully paid. The rights attached to the ordinary shares of the Company are defined in the Mobico Group Annual Report for the 15-month period ending 31 March 2026 111 --- ## Directors' report continued Company's Articles of Association (Articles). Further details about the Company's share capital can be found in Note 31 to the Consolidated Financial Statements. ### Share rights, obligations and restrictions on transfer of shares Shareholders are entitled to participate in dividends paid or declared by the Company and any return of capital made by the Company in proportion to their holdings of ordinary shares in the Company. Shareholders are also entitled to attend and vote at all general meetings of the Company. Every Shareholder has one vote on a show of hands and one vote for each ordinary share held on a poll on each resolution put before a general meeting. Electronic and paper proxy appointments, and voting instructions, must be received by the Company's registrar not less than 48-hours before a general meeting. Shareholders are subject to the obligations set out in the Articles, including the principal obligation to pay up any unpaid amount on their ordinary shares. There are no limitations on the holding of the Company's shares. There are also no restrictions on the transfer of the Company's shares other than: (i) the typical restrictions set out in the Articles (for example, in respect of non-fully paid shares). For further detail see the Articles which are available for download here: www.mobicogroup.com/about-us/corporate-governance/governance-framework/; (ii) restrictions imposed by law (such as insider trading laws); and (iii) restrictions imposed on the Directors and certain other employees of the Company and members of its Group pursuant to the Company's share dealing code. The Company is not aware of any agreements between existing Shareholders that may result in restrictions on the voting rights attaching to, or the transfer of, the Company's ordinary shares. ### Special control rights over shares There are no special control rights attaching to the Company's shares, save that the Company can direct the Company's Employee Benefit Trust to release the shares that it holds in the Company to satisfy the vesting of outstanding awards under the Company's various share incentive plans (see Employee Benefit Trust). ### Authority to issue shares The Directors were granted the authority at the Company's 2025 Annual General Meeting (AGM) to allot new shares in the Company subject to the limits set out in the notice to that AGM (which is available to download here: www.mobicogroup.com/investors/shareholder-centre/agm/2025/). No new shares were issued by Directors under the authorities granted to them at the Company's 2025 AGM during the period up to 28 July 2026$^{1}$. Such authorities remain valid until the Company's 2026 AGM or 30 June 2026, whichever is earlier. The Directors propose to renew the Directors' authorities to issue and allot new shares and to disapply pre-emption rights on such issue and allotment at the Company's 2026 AGM to give the Company flexibility to respond to circumstances and opportunities as they arise. ### Authority to purchase own shares The Company was granted authority at its 2025 AGM to make market purchases of up to 61,408,637 of its own shares, representing approximately 10% of its issued share capital. No shares were purchased under this authority during the period up to 28 July 2026$^{1}$. Such authority remains valid until the Company's 2026 AGM or 30 June 2026, whichever is earlier. The Directors propose to renew this authority at the 2026 AGM to give the Company the ability to return value to Shareholders in this way in appropriate circumstances. ### Employee Benefit Trust IQ EQ Corporate Services (Jersey) Ltd is a Shareholder in the Company and acts as the trustee (Trustee) of the National Express Group Employee Benefit Trust (EBT). It is used to purchase Company shares in the market from time to time and hold them for the benefit of Directors and employees, including for satisfying awards that vest under the Company's various share incentive plans. The EBT also holds Company shares in particular ringfenced accounts for specific employees who have had options over such shares vest to them under the Company's WMT LSOS share plan but have not yet exercised those options and for named Directors who have forfeitable share awards which are subject to a one year vest period. The EBT purchased a total of 6,186,542 shares in the market during the 15-month period ending 31 March 2026 for an aggregate consideration of £1,709,111.54 (including dealing costs) and released 5,080,181 shares to satisfy vested share plan awards. As at 31 March 2026, the EBT held 4,849,234 Company shares in trust (representing 0.79% of the Company's issued share capital). The Trustee may vote the shares it holds in the Company at its discretion, but where it holds any shares in a ringfenced account for the benefit of named Directors during the one year vest period, it may seek their instructions on how it exercises the votes attached to those shares. A dividend waiver is in place from the Trustee in respect of dividends payable by the Company on the shares in the Company held in the EBT, except the shares it holds in ringfenced accounts for named Directors where it receives the dividends on such shares and passes them through to such Directors subject to any terms applicable to those shareholdings. ### Major shareholdings As at 31 March 2026, the Company had been notified under DTR 5 of the following interests in its shares representing 3% or more of the voting rights in its issued share capital. | Shareholder | Number of ordinary shares | Percentage of total voting rights^{1} | | --- | --- | --- | | European Express Enterprises Limited | 141,258,361 | 23.00% | | Aberforth Partners LLP | 33,304,860 | 5.42% | | M&G PLC | 30,663,661 | 4.99% | | Liontrust Investment Partners PLC | 30,497,148 | 4.97% | | Newton Investment Management Limited | 29,583,062 | 4.82% | | J O Hambro Capital Management Limited | 25,165,433 | 4.10% | | Azvalor Asset Management SGIIC SA | 18,463,215 | 3.01% | | Northern Express Enterprises Limited | 18,430,795 | 3.00% | $^{1}$ The total number of voting rights attaching to the issued share capital of the Company on 31 March 2026 was 614,086,377. It should be noted that these holdings may have changed since the Company was notified of them as notification of any change is not required until the next notifiable threshold (up or down) is crossed. $^{1}$ being the date that this Directors' report was approved. 112 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information Between 31 March 2026 and 28 July 2026, being the period from the end of the Company's last financial year to the date on which this Directors' Report was approved, the Company was notified under DTR 5 of the following interests relating to its' shares: | Shareholder | Number of ordinary shares | Percentage of total voting rights^{1} | | --- | --- | --- | | Tartaro de Murera, S.A. | 18,545,890 | 3.02% | $^{1}$ The total number of voting rights attaching to the issued share capital of the Company on 31 March 2026 was 614,086,377. ## Directors The names of the persons who were Directors of the Company at any time during the 15-month period ending 31 March 2026, together with the periods during which they served as Directors, are: | Director | Period served during 2025–2026 | | --- | --- | | Helen Weir | 01/01/2025 – 01/05/2025 | | Phil White | 01/05/2025 – 31/03/2026 | | Jorge Cosmen | 01/01/2025 – 31/03/2026 | | Ignacio Garat | 01/01/2025 – 30/04/2025 | | Enrique Dupuy de Lome Chávarri | 01/01/2025 – 31/03/2026 | | Carolyn Flowers | 01/01/2025 – 31/03/2026 | | Karen Geary | 01/01/2025 – 31/03/2026 | | Nigel Pocklington | 01/01/2025 – 31/03/2026 | | Ana de Pro Gonzalo | 01/01/2025 – 31/03/2026 | | Brian Egan | 24/06/2025 – 31/03/2026 | ## Directors' interests Save as disclosed: a. None of the Directors, nor any person closely associated with them, has any interest in the Company's shares, debt instruments, derivatives or other linked financial instruments and there has been no change in the information in the Directors' Remuneration report regarding such interests between 31 March 2026 and 28 July 2026, being the date this Directors' report was approved (and also being a date which is not more than one-month before the date of the Notice of the Company's 2026 AGM); and b. In Note 35 to the Consolidated Financial Statements, none of the Directors has or had at any time during the 15-month period ending 31 March 2026 a material interest, directly or indirectly, in any contract of significance with the Company or any of its subsidiary undertakings (other than the Executive Directors in relation to their service agreements). ## Directors' service agreements and letters of appointment The Executive Directors, including the Executive Chair, are party to service agreements with the Company which contain a rolling term subject to the giving by the Company or relevant Executive Director of relevant notice to terminate. All the Non-Executive Directors are party to letters of appointment with the Company which contain a rolling term, subject to the giving by the Company or the Non-Executive Director of relevant notice to terminate. All $^{1}$ being the date that this Directors' report was approved. Directors' continued appointments are subject to annual election or re-election by Shareholders and the powers of Shareholders to remove Directors. These Directors' service agreements and letters of appointment are available for inspection at the Company's registered office. Further details of these agreements and letters are included in the current Directors' Remuneration Policy, a copy of which is available on the Company's website at: www.mobicogroup.com/about-us/corporate-governance/remuneration/. ## Directors' powers Subject to the Companies Act 2006 (Act), the Articles and any directions given by special resolution of the Shareholders, the business of the Company is managed by the Board which may exercise all the powers of the Company. The Articles may be amended by a special resolution of the Shareholders. The Directors may pay interim dividends where, in their opinion, the financial position of the Company justifies such payment and the Directors may recommend that Shareholders declare final dividends and, if so declared by ordinary resolution of Shareholders, arrange for payment of such dividends. The Directors have the power to allot shares as described under the 'Authority to issue shares' section above. The Directors may also appoint other Directors in the circumstances described below. ## Appointment and replacement of Directors The rules for the appointment and replacement of Directors are set out in the Act and related legislation and the Articles. The Board may appoint a Director either to fill a casual vacancy or as an additional Director provided that the total number of Directors does not exceed any maximum number of Directors prescribed in the Articles. Each incumbent Director must retire and seek election or re-election to office at each AGM of the Company. In addition to the powers of removal conferred by the Act, the Company may, by ordinary resolution of which special notice is given, remove any Director before the expiry of their period of office. The Company may also by ordinary resolution appoint a Director either to fill a casual vacancy or as an additional Director. In accordance with the Articles and the provisions of the UK Corporate Governance Code, all the current Directors will retire at the Company's 2026 AGM and offer themselves for election or re-election, save for Karen Geary who will stand down from the Board from the conclusion of the 2026 AGM. The Board is satisfied that each of the Directors is qualified for election or re-election to office by their contribution and commitment to the Board, their key strengths in support of the Company's strategy and for the reasons given in the Nominations Committee report. ## Directors' indemnities and insurance The Company has granted qualifying third-party indemnities to each Director and the Company Secretary (as defined by section 234 of the Companies Act 2006) in relation to losses or liabilities incurred by the Company's Directors and Company Secretary to third parties in the actual or purported execution or discharge of their duties as officers of the Company and of its associated companies which indemnities remain in force as at 28 July 2026$^{1}$. The Company also maintains Directors' and Officers' liability insurance which provides appropriate cover in respect of legal action brought against its Directors and Company Secretary. Mobico Group Annual Report for the 15-month period ending 31 March 2026 113 --- ## Directors' report continued ### Significant agreements affected by a change of control The Company is party to the following significant agreements that could be altered or terminate on a change of control of the Company following a takeover bid. Under the terms of the Company's revolving credit facilities, the Company would, upon a change of control, have five days to notify the lenders of such change of control and if, following 10 days of negotiations to either confirm or alter the terms of such facilities, no agreement has been reached, outstanding balances under such facilities could become repayable. Under the terms of the Company's: (i) EMTN programme (as last updated on 12 September 2023), (ii) the Note Purchase Agreement dated 29 October 2019 and (iii) the Company's hybrid bond issued on 24 November 2020, a change of control following a takeover bid could result in the notes issued thereunder being redeemed, repaid or purchased in accordance with their specific terms. See the Company's website for further information: www.mobicogroup.com/investors/debt-investors/ Under the terms of some of the Group's vehicle leasing facilities, where the Company is a guarantor of such facilities, a change of control of the Company may amount to an event of default which could result in outstanding balances under such leasing facilities becoming repayable. Under the rules of each of the Group's active share schemes, following a change of control of the Company, the vesting of awards made under such schemes will be accelerated and, where performance targets are attached to the awards, the number of awards to vest will be determined according to the extent to which performance targets have been met. Each of the share schemes also allows, under certain circumstances and where the acquiring company has agreed, new awards to be granted in the acquiring company in place of the original awards to give substantially equivalent value to the awardees. Due to the size of certain of the Company's credit facilities, note purchase agreements and leasing facilities, absent consent from the relevant lenders, noteholders and lessors to a change of control following a takeover bid or the bidder being able to refinance such facilities and borrowings upon its takeover bid being accepted and taking effect, their repayment, termination or default upon such change of control could create significant liquidity issues for the Company and could also trigger cross-defaults into other of the Company's and the Group's credit and leasing facilities. There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid, save that the provisions of the Group's active share incentive schemes may cause awards made under them to Directors and employees in the form of share options to vest on a takeover bid being accepted and taking effect, or, under certain circumstances and where the acquiring company agrees, new awards to be made in the acquiring company in place of the original awards to give substantially equivalent value to the awardees. ### Employee matters Pages 38 to 40 of this Annual Report set out how the Company engages with its workforce and takes their views into account; involves employees in Company performance; promotes common awareness among employees of financial and economic factors affecting the Company performance; and summarises how the Company is an equal opportunities employer. ### Political donations, contributions and expenditure The Company did not make any political donations or contributions or incur any political expenditure during the 15-month period ended 31 March 2026 (2024: £nil political donations, contributions and political expenditure). The Company's policy is that neither it nor its subsidiaries make what are commonly regarded as donations or contributions to political parties. However, the Act's definition of political donations includes expenditure that could capture other business activities which would not normally be thought of as political donations or contributions, such as subscriptions, payment of expenses and support for bodies representing either the transport industry specifically or the business community in general in policy review or reform. The resolution being proposed at the Company's 2026 Annual General Meeting to authorise political donations, contributions and expenditure is to ensure that these normal business activities are permitted and that neither the Company nor its UK subsidiaries commit any technical breach of the Act. ### Audit information Each of the persons who are Directors as at 28 July 2026$^{1}$ confirms that, so far as they are aware, there is no relevant audit information of which the Company's Auditor, KPMG LLP, is unaware and that they have taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information. ### Annual General Meeting The Company's 2026 Annual General Meeting (AGM or Meeting) will be held at BMA House, British Medical Association, Tavistock Square, London WC1H 9JP at 10.30 am on Wednesday, 9 September 2026. A separate circular, comprising a letter from the Executive Chair, Notice of the Meeting and explanatory notes on the resolutions proposed, accompanies this Annual Report. Both documents can also be found on the Company's website at: www.mobicogroup.com. ### Approval This Directors' report was approved by the Board on 28 July 2026. By Order of the Board Group Company Secretary Mobico Group PLC Company number 2590560 $^{1}$ being the date that this Directors' report was approved. 114 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Directors' responsibility statement ## Statement of Directors' responsibilities in respect of the Annual Report and the Financial Statements The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law, including FRS 101 Reduced Disclosure Framework. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to: - Select suitable accounting policies and then apply them consistently; - Make judgements and estimates that are reasonable, relevant, and reliable and, in respect of the parent Company financial statements only, prudent; - For the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards; - For the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements; - Assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and - Use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directors' report, Directors' Remuneration report and Corporate Governance Statement that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. In accordance with Disclosure Guidance and Transparency Rule (DTR) 4.1.16R, the financial statements will form part of the annual financial report prepared under DTR 4.1.17R and 4.1.18R. The Auditor's report on these financial statements provides no assurance over whether the annual financial report has been prepared in accordance with those requirements. ## Responsibility statement of the Directors in respect of the annual financial report We confirm that to the best of our knowledge: - The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and - The Strategic report and Directors' report, taken together, includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Group's position and performance, business model and strategy. This responsibility statement was approved by the Board of Directors and is signed on its behalf by: Phil White Executive Chair Paco Iglesias Group CEO 28 July 2026 28 July 2026 Brian Egan Group CFO 28 July 2026 Mobico Group Annual Report for the 15-month period ending 31 March 2026 115 --- # Financial report | Independent Auditor's Report | 118 | | --- | --- | | Group Income Statement | 127 | | Group Statement of Comprehensive Income | 128 | | Group Balance Sheet | 129 | | Group Statement of Changes in Equity | 130 | | Group Statement of Cash Flows | 132 | | Notes to the Consolidated Accounts | 133 | | Company Balance Sheet | 230 | | Company Statement of changes in Equity | 231 | | Notes to the Company Accounts | 232 | 116 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ![img-28.jpeg](img-28.jpeg) Mabico Group Annual Report for the 15-month period ending 31 March 2026 117 --- # Independent Auditor's Report to the members of Mobico Group PLC ## 1. Our opinion is unmodified We have audited the financial statements of Mobico Group PLC ("the Company") for the period ended 31 March 2026 which comprise the Group Income Statement, Group Statement of Comprehensive Income, Group Balance Sheet, Group Statement of Changes in Equity, Group Statement of Cash Flows, Company Balance Sheet, Company Statement of Changes in Equity, and the related notes, including the accounting policies in note 2. In our opinion: - the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2026 and of the Group's loss for the period then ended; - the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; - the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee. We were first appointed as auditor by the directors on 25 November 2025. The period of total uninterrupted engagement is for the one financial period ended 31 March 2026. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. Apart from the matters noted below, no other non-audit services prohibited by that standard were provided. In mid-2025 the Board and Audit Committee invited us to tender for the audit. Before we agreed to participate, we assessed our independence including services provided to the group. Our assessment identified that certain KPMG member firms had provided services to the company and to some of the Group's subsidiaries during the period ended 31 March 2026 that would have been prohibited for the auditor to provide. For most of the services a large proportion of the work was performed in the preceding period, being completed in the early part of the period under audit and all services were completed before the end of July 2025. The services included: people and HR services; dispute advisory services; accounting related valuation advice; and vendor due diligence and accounting advisory services in relation to a potential transaction. None of these services involved management-decision making. The size of the fees is not considered to impair independence taking into account the implications for us and the context and overall audit fee. The accounting related valuation advice was provided to one subsidiary in relation to a transaction which took place in the preceding year (2024). As a safeguard, we used a non-KPMG audit firm as component auditor for work over the first 12 months of the current period for the relevant component. Based on our assessment, taking into account the nature of the services, related fees and the cessation of the services, we concluded that our integrity and objectivity to be auditor for the current period has not been compromised and we believe that an objective, reasonable and informed third party would reach the same conclusion. The audit committee also concurred with this view. This conclusion was discussed with the FRC and the FRC granted a waiver to permit our participation in the audit tender under powers granted to the FRC in the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025. Overview | **Materiality: Group financial statements as a whole** | £12.0m 0.4% of Group Revenue from continuing operations | | --- | --- | | **Key audit matters** | Going concern Measurement of the RRX onerous contract provision and RME contract asset Judgements in respect of leases and off-balance sheet financial commitments Parent company investment recoverability | ## 2. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. 118 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information | | The risk | Our response | | --- | --- | --- | | **Going concern** Refer to page 84 (Audit Committee Report), page 133 (accounting policy) and pages 133 to 135 (financial disclosures). | **Forecast-based assessment and disclosure quality:** The financial statements detail how the Board has formed a judgement that it is appropriate to adopt the going concern basis of preparation for the Group and Company. That judgement is based on an evaluation of the inherent risks to the Group's and Company's business model and how those risks might affect the Group's and Company's financial resources or ability to continue operations over a period of at least 12 months from the date of approval of the financial statements. The risks most likely to adversely affect the Group's and Company's available financial resources and metrics relevant to debt covenants over this period were: - the potential negative impact of the failure to execute cost saving initiatives; - the potential negative impact of market competition; and - the potential effects of the timing and nature of the transition to bus franchising in the West Midlands The risk for our audit was whether or not those risks were such that they amounted to a material uncertainty that may have cast significant doubt about the ability to continue as a going concern. Had they been such, then that fact would have been required to have been disclosed. In addition, we identified a fraud risk arising from the potential for management bias in the underlying forecasts used for the going concern assessment due to the need to comply with covenants and thereby maintain access to the revolving credit available under the Facility Agreement. | We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the directors' sensitivities over the level of available financial resources and covenant thresholds indicated by the Group's financial forecasts, taking account of severe but plausible adverse effects that could arise from these risks individually and collectively. We used our knowledge of the Group, its industry, and the general economic environment to identify conditions that presented risks to be taken into account in the going concern assessment. **Our procedures also included:** - **Funding assessment:** We inspected the Group's Facility Agreement to ascertain the committed level of financing and the related covenant requirements. - **Historical comparisons:** We assessed the directors' ability to forecast accurately, including in respect of the impacts of market competition, by comparing the historical forecasts, including forecasting potential downside scenarios, to actual results. - **Benchmarking assumptions:** We compared the directors' key assumptions, such as cost inflation, to externally derived data where relevant. - **Sensitivity analysis:** We considered sensitivities over the level of available financial resources indicated by the Group's financial forecasts, in particular debt covenant compliance. We assessed the severe but plausible downside scenario and in particular whether that scenario reflected plausible impacts of uncertainty in the economy and the challenges relating to cost saving programs. - **Evaluating the directors' intent:** We evaluated the achievability of the actions the directors consider they would take to improve the position should the severe but plausible risks materialise, which included cost reductions, taking into account the extent to which the directors can control the timing and outcome of these. - **Assessing transparency:** We considered whether the going concern disclosure in Note 2 to the financial statements gives a full description of the directors' assessment of going concern, including the identified risks.**Our results** - We found the use of the Going Concern Basis of Preparation and the associated disclosures to be acceptable. | Mobico Group Annual Report for the 15-month period ending 31 March 2026 119 --- ## Independent Auditor's Report continued | | The risk | Our response | | --- | --- | --- | | **Measurement of the RRX onerous contract provision and RME contract asset** (RRX onerous contract provision £112.9 million; RME contract asset £nil) Refer to page 88 (Audit Committee Report), pages 136, 141 and 142 (accounting policy) and pages 180 and pages 184 to 185 (financial disclosures). | **Subjective estimate:** The Group recognises an onerous contract provision in relation to its two Rhine-Ruhr rail contracts ('RRX 1 and RRX 2&3' or 'RRX contracts') and in addition has remeasured the previously recognised contract asset in relation to the Rhine-Munster Express rail contract ('RME') to £nil during the period. The RRX contracts earn revenue through a variable cost-based subsidy from German Passenger Transport Authorities ('PTAs') with the Group bearing no passenger revenue risk. Costs, such as energy and labour costs, are partly mitigated through subsidies, linked to relevant indices, receivable from the PTAs. The RME contract earns external passenger revenue and also subsidy income from the PTAs. Costs of providing the service are recognised as incurred. The Group reached an agreement in principle with the PTAs in January 2026, and final contract agreement in June 2026, to: - In relation to the RRX contracts, end the contract in 2030 rather than 2033. - In relation to RME, extend the contract from 2030 to 2032 and to earn revenue directly from the PTAs, rather than bearing passenger revenue risk. The measurement of both the RRX onerous contract provision and the RME contract asset is highly sensitive to several key inputs and assumptions, such as energy costs and subsidies, discount rate and, specifically in respect of RME, passenger revenue, where individual changes in assumptions could have a material impact on the amounts recognised. There is a risk that, as a consequence of either fraud or error, the use of inappropriate or incorrect assumptions may result in a material misstatement of the onerous contract provision or contract asset balance. The effect of these matters is that, as part of our risk assessment, we determined that the RRX onerous contract provision and RME contract asset have a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. The financial statements (notes 2 and 26) disclose the estimation uncertainty in the amount recorded by the Group. | We performed the tests below rather than seeking to rely on any of the Group's controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. **Our procedures included:** - **Methodology choice:** Evaluating the model used by management in its calculation of the RRX onerous contract provision and the RME contract asset and its process surrounding the preparation of the model; - **Methodology choice:** Evaluating the accounting impacts of the agreement in principle reached with the PTAs in January 2026 and inspecting other communications, including amended agreements which were signed in June 2026; - **Reperformance:** Assessing the mathematical accuracy of the model; - **Test of detail:** Comparing the model used by management to the contractual arrangements in place for the RRX and RME contracts; - **Benchmarking assumptions:** Comparing inputs used in the onerous contract and contract asset calculations (the model) for key assumptions such as personnel and energy costs, subsidies, penalties and additionally passenger revenue in respect of RME only, to externally derived data including market forecasts as well as actual data or most recent actual trends; - **Reperformance:** Recalculating the RME contract subsidy to be recognised in the period; - **Benchmarking assumptions:** Challenging the appropriateness of the discount rate applied in the calculation by comparing inputs to external data points; - **Assessing Transparency:** Evaluating the adequacy of the Group's disclosures, including whether the disclosures appropriately describe the principal risks and the key assumptions applied.**Our results** - We found the measurement of the RRX onerous contract provision and RME contract asset to be acceptable. | 120 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information | | The risk | Our response | | --- | --- | --- | | **Judgements in respect of leases and off-balance sheet financial commitments** Key accounting judgements disclosures – refer to page 140 Off-balance sheet arrangements – refer to pages 209 and 210 Short term lease commitments – refer to page 210 Prior period adjustment – refer to page 136 and 137 Refer to page 88 (Audit Committee Report), page 140 (accounting policy) and pages 209 and 210 (financial disclosures). | **Accounting treatment:***Availability agreements for provision of vehicles in UK Bus* The Group has entered into availability agreements for the provision of electric buses. Under the terms of that arrangement, a set number of vehicles are provided from the supplier's wider fleet management pool together with services that include charging stations, infrastructure and battery management services. The contracts include a substitution clause that allows the supplier to substitute a vehicle with a replacement roadworthy equivalent specification vehicle. The Directors have exercised significant judgement in determining the appropriate accounting treatment for these arrangements. Specifically, at the inception of each agreement, the Directors have assessed whether the arrangement contains a lease. They have concluded that the existence of a substantive substitution right for the supplier means that these contracts should be treated as an off-balance sheet financial commitment, and consequently, no right-of-use assets or lease liabilities are recognised for these arrangements. The Group is also party to other, similar arrangements where buses are supplied by other third party providers under contractual arrangements that include substitution rights by the provider and where a similar assessment is required. The Group has recognised a prior year adjustment to recognise right-of-use assets and lease liabilities in respect of these other arrangements. *Other significant judgements in respect of leases and off-balance sheet financial commitments* In addition to the above, the Group delivers coach services utilising coaches provided under contracts with several third party coach operators. The contracts with those operators have differing operational and termination arrangements include contracts with no expiry but with a notice period of 12 months; contracts with a notice period of 12 months or less; and contracts with a fixed duration but require no notice for termination. These arrangements generally meet the definition of a lease and would fall to be accounted for as such. However, given the terms of the contracts, the Directors have exercised significant judgement in respect of the lease term and have concluded that these leases have terms of 12 months or less, and therefore that the Group may take advantage of the short-term lease exemption from the requirement to recognise right-of-use assets and lease liabilities. In respect of both of the above matters, the risk for our audit was that the judgement exercised by the Directors was inappropriate, or that adequate and appropriate disclosure of these arrangements was not included in the Group's financial statements. | **Our procedures included:** - **Test of details:** For the electric vehicle availability agreement, inspecting the evidence available to the Directors at inception relevant to their conclusion that the supplier's substitution right under the agreement is substantive. - **Enquiry of suppliers:** Obtaining an understanding of the arrangement by meeting with the supplier to assess the arrangement from their perspective, including whether they have a practical ability to substitute vehicles, and believe there is an economic benefit to them from doing so. - **Accounting analysis:** Challenging the Directors over their assumptions as to whether charging stations, infrastructure and battery management services give rise to separate units of account and whether alternative judgements in this respect would have affected the conclusions subsequently reached by the Directors. - **Accounting analysis:** Critically evaluating, taking into consideration the evidence obtained from the above procedures and the requirements of relevant accounting standards, the appropriateness of the judgements taken by the Directors in reaching their conclusions. - **Test of details:** Inspecting the standard contractual terms used by the group when engaging with third-party coach operators to assess the nature of the arrangements and critically challenging whether those terms are consistent with the Group's rationale for the accounting treatment adopted. - **Assessing transparency:** Assessing the completeness and adequacy of the Group's disclosures including recalculating the off-balance sheet commitments with reference to the underlying contracts.**Our results** We found the judgements made by the Directors and associated disclosures in the financial statements to be acceptable. | Mobico Group Annual Report for the 15-month period ending 31 March 2026 121 --- ## Independent Auditor's Report continued | | The risk | Our response | | --- | --- | --- | | **Recoverability of parent Company's investments in subsidiaries** (£1,797.7 million) Refer to page 87 (Audit Committee Report), pages 140 and 141 (accounting policy) and pages 232 and 233 (financial disclosures). | **Forecast-based assessment:** The carrying amount of the parent company's investments in subsidiaries is significant and at risk of impairment given the losses incurred by the Group. Indicators of impairment exist as the net assets of the investments do not support the investment balance, whilst the market capitalisation of the Group is significantly below the carrying value of the investments at the balance sheet date. The Directors have performed their recoverability assessment by calculating the Equity Value, using the Enterprise value derived from value-in-use assessments for each investment. As a result, the estimated recoverable amount of these balances is subjective due to the inherent uncertainty in forecasting trading conditions and cash flows used in budgets. The effect of these matters is that, as part of our risk assessment we determined that the carrying value of parent company's investments in subsidiaries had a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole and possibly many times that amount. The financial statements (note 3 of the Company accounts) disclose the sensitivity estimated by the Company. | We performed the tests below rather than seeking to rely on any of the parent Company's controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. **Our procedures included:** - **Test of details:** Comparing the carrying amount of each investment with the relevant subsidiary's draft balance sheet to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount; - **Comparing valuations:** For investments where the carrying amount exceeds their net asset value, comparing the carrying amount of the investment with the expected value of the business based on value in use calculations, adjusting the enterprise value to derive an equity valuation; - **Methodology choice and implementation:** assessing the methodology adopted by the Directors, with assistance from our own valuation specialists, and checking that it has been appropriately implemented. - **Our sector experience:** evaluating the assumptions made in the cash flows forecasts used to determine the value in use calculations, based on our knowledge of the Group and the markets in which the subsidiaries operate. - **Historical comparisons:** assessing the reasonableness of the budgets by considering the historical accuracy of the previous forecasts; - **Our valuation expertise:** challenging, with assistance from our own valuation specialists, the appropriateness of the discount rate and long-term growth rate applied, by comparing inputs to external data points; - **Assessing transparency:** assessing the adequacy of the parent company's disclosures in respect of the investment in subsidiaries. **Our results** We found the carrying amount of the Company's investments in subsidiaries and the related impairment charge to be acceptable. | 122 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 3. Our application of materiality and an overview of the scope of our audit #### Our application of materiality Materiality for the Group financial statements as a whole was set at £12.0m, determined with reference to a benchmark of Group revenue from continuing operations, of which it represents 0.4%. Materiality for the parent Company financial statements as a whole was set at £9.0m, determined with reference to a benchmark of Company net assets, of which it represents 1.1%. In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality for the Group was set at 50% of materiality for the financial statements as a whole, which equates to £6.0m. Performance materiality for the parent company was set at 65% of materiality for the financial statements as a whole, which equates to £5.9m. We applied this percentage in our determination of performance materiality based on the level of identified control deficiencies during the prior period. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £0.6m, in addition to other identified misstatements that warranted reporting on qualitative grounds. #### Overview of the scope of our audit We performed risk assessment procedures to determine which of the Group's components are likely to include risks of material misstatement to the Group financial statements and which procedures to perform at these components to address those risks. In total, we identified 7 components, having considered the Group's operational structure, the presence of key audit matters and our ability to perform audit procedures centrally. Of those, we identified 5 quantitatively significant components which contained the largest percentages of either total revenue or total assets of the Group, for which we performed audit procedures. We also identified 2 components as requiring special audit consideration, owing to Group risks relating to measurement of the RRX onerous contract provision and RME contract asset and judgements in respect of leases and off-balance sheet financial commitments. Accordingly, we performed audit procedures on 7 components. We involved component auditors on 7 components. We set the component materialities, ranging from £5.0m to £7.8m, having regard to size and risk profile. Our audit procedures covered 98% of Group revenue from continuing operations. The Group auditor performed the audit of the parent Company. The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group's internal control over financial reporting. ![img-29.jpeg](img-29.jpeg) Our audit procedures covered the following percentage of Group revenue for continuing operations: Group revenue for continuing operations ![img-30.jpeg](img-30.jpeg) We performed audit procedures in relation to components that accounted for the following percentages of Group profit before tax for continuing operations and Group total assets: Group total assets ![img-31.jpeg](img-31.jpeg) Group profit before tax for continuing operations ![img-32.jpeg](img-32.jpeg) #### Group oversight In working with component auditors, we: - Included the component auditors' engagement partners and managers in the Group planning discussions to facilitate inputs from component auditors in the identification of matters relevant to the Group audit. - Issued Group audit instructions to component auditors on the scope and nature of their work. - Visited 7 component auditors in person as the audit progressed to understand and evaluate their work, and organised regular video conferences with the component auditors. At these visits and video conferences, the results of the planning procedures communicated to us were discussed in more detail and any further work required by us was then performed by the component auditors. Mobico Group Annual Report for the 15-month period ending 31 March 2026 123 --- ## Independent Auditor's Report continued - We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the appropriateness of conclusions drawn from the audit evidence obtained and consistencies between communicated findings and work performed, with a particular focus on measurement of the RRX onerous contract provision and RME contract asset and judgements in respect of leases and off-balance sheet financial commitments. ## 4. Going concern The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group's and the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period"). An explanation of how we evaluated management's assessment of going concern is set out section 2 of our report. Our conclusions based on this work: - we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate; - we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group's or Company's ability to continue as a going concern for the going concern period; - we have nothing material to add or draw attention to in relation to the directors' statement in note 2 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Company's use of that basis for the going concern period, and we found the going concern disclosure in note 2 to be acceptable; and - the related statement under the UK Listing Rules set out on page 27 is materially consistent with the financial statements and our audit knowledge. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation. ## 5. Fraud and breaches of laws and regulations – ability to detect ### Identifying and responding to risks of material misstatement due to fraud To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: - Enquiring of directors, the audit committee, internal audit and inspection of policy documentation as to the Group's high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group's channel for "whistleblowing", as well as whether they have knowledge of any actual, suspected or alleged fraud. - Reading Board, audit committee, sustainability committee, nominations committee and remuneration committee minutes. - Considering remuneration incentive schemes and performance targets for management and directors, including the Group EBIT target for management remuneration. - Using analytical procedures to identify any unusual or unexpected relationships. - Our forensic professionals assisted us in identifying key fraud risks. This included attending the Risk Assessment and Planning Discussion, holding a discussion with the engagement partner and engagement quality control reviewer, and assisting with designing relevant audit procedures to respond to the identified fraud risks. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group auditor to component auditors of relevant fraud risks identified at the Group level and requesting component auditors performing procedures at the component level to report to the Group auditor any identified fraud risk factors or identified or suspected instances of fraud. As required by auditing standards, and taking into account possible pressures to meet performance targets, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular: - the risk that Group and component management may be in a position to make inappropriate accounting entries; and - the risk of bias in accounting estimates, such the RRX onerous contract provision, the RME contract asset and the carrying value of the parent Company's investments in subsidiaries. We also identified a fraud risk related to the going concern assumption in response to possible pressures to meet covenant targets. Further detail in respect of going concern is set out in the key audit matter disclosures in section 2 of this report. We also performed procedures including: - Identifying journal entries to test at the Group level and for all components based on risk criteria and comparing the identified entries to supporting documentation. These included unusual account pairings, journals with descriptions including certain keywords, unexpected postings above and below EBITDA and journals posted by unexpected users. - Evaluated the business purpose of significant unusual transactions. - Assessing whether the judgements made in making accounting estimates are indicative of a potential bias. ### Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the directors and others management (as required by auditing standards), and from inspection of the Group's regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. 124 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the Group auditor to component auditors of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group audit team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, employment law, regulatory capital and liquidity, and certain aspects of company legislation recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. ### Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. ## 6. We have nothing to report on the other information in the Annual Report The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. ### Strategic report and Directors' report Based solely on our work on the other information: - we have not identified material misstatements in the strategic report and the directors' report; - in our opinion the information given in those reports for the financial year is consistent with the financial statements; and - in our opinion those reports have been prepared in accordance with the Companies Act 2006. ### Directors' remuneration report In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. ### Disclosures of emerging and principal risks and longer-term viability We are required to perform procedures to identify whether there is a material inconsistency between the directors' disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to: - the directors' confirmation within the Viability statement (pages 66 and 67) that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; - the Principal Risks and Uncertainties disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and - the directors' explanation in the Viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. We are also required to review the Viability statement, set out on pages 66 and 67 under the UK Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group's and Company's longer-term viability. Mobico Group Annual Report for the 15-month period ending 31 March 2026 125 --- Strategic report Governance report Financial report Additional information # Group Income Statement For the 15-months ending 31 March 2026 | | Note | Adjusted result 15-months ending 31 March 2026 £m | Adjusting items (notes 5 & 19) 15-months ending 31 March 2026 £m | Total 15-months ending 31 March 2026 £m | (Restated) Adjusted result 12-months ending 31 December 2024^{1} £m | (Restated) Adjusting items (notes 5 & 19) 12-months ending 31 December 2024^{1} £m | (Restated) Total 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | --- | --- | --- | --- | --- | | Revenue | 4 | **3,419.9** | **(61.9)** | **3,358.0** | 2,597.5 | – | 2,597.5 | | Operating costs | 6 | **(3,188.9)** | **(157.4)** | **(3,346.3)** | (2,418.1) | (147.1) | (2,565.2) | | **Group operating profit/(loss)** | | **231.0** | **(219.3)** | **11.7** | 179.4 | (147.1) | 32.3 | | Share of results from associates and joint ventures | 18 | **0.1** | – | **0.1** | (0.3) | – | (0.3) | | Finance income | 10 | **7.1** | – | **7.1** | 2.2 | – | 2.2 | | Finance costs | 10 | **(102.1)** | **(6.0)** | **(108.1)** | (81.8) | (2.8) | (84.6) | | **Profit/(loss) before tax** | | **136.1** | **(225.3)** | **(89.2)** | 99.5 | (149.9) | (50.4) | | Tax (charge)/credit | 11 | **(65.0)** | **18.8** | **(46.2)** | (50.8) | (43.2) | (94.0) | | **Profit/(loss) for the period from continuing operations** | | **71.1** | **(206.5)** | **(135.4)** | 48.7 | (193.1) | (144.4) | | Profit/(loss) for the period from discontinued operations | 19 | **(0.1)** | **(193.1)** | **(193.2)** | 6.0 | (662.7) | (656.7) | | **Profit/(loss) for the period** | | **71.0** | **(399.6)** | **(328.6)** | 54.7 | (855.8) | (801.1) | | Profit/(loss) attributable to equity shareholders | | **63.1** | **(399.6)** | **(336.5)** | 45.7 | (855.8) | (810.1) | | Profit/(loss) attributable to non-controlling interests | | **7.9** | – | **7.9** | 9.0 | – | 9.0 | | | | **71.0** | **(399.6)** | **(328.6)** | 54.7 | (855.8) | (801.1) | | **Earnings per share:** | | | | | | | | | **Earnings per share from continuing operations** | 13 | | | | | | | | – basic earnings per share | | | | **(28.2)p** | | | (28.6)p | | – diluted earnings per share | | | | **(28.2)p** | | | (28.6)p | | **Earnings per share from continuing and discontinued operations** | | | | | | | | | – basic earnings per share | | | | **(59.9)p** | | | (136.0)p | | – diluted earnings per share | | | | **(59.9)p** | | | (136.0)p | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations and prior period restatements; see notes 2 & 19 respectively for further information. Mobico Group Annual Report for the 15-month period ending 31 March 2026 127 --- # Group Statement of Comprehensive Income For the 15-months ending 31 March 2026 | | Note | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | --- | | **Loss for the period** | | **(328.6)** | **(801.1)** | | **Items that will not be reclassified subsequently to profit or loss:** | | | | | Actuarial (losses)/gains on defined benefit pension plans | 32 | **(54.5)** | 11.2 | | Deferred tax charge on actuarial losses/gains | 27 | **(0.9)** | (2.8) | | Gains on financial assets at fair value through Other Comprehensive Income | 17 | **0.3** | 9.1 | | | | **(55.1)** | 17.5 | | **Items that may be reclassified subsequently to profit or loss:** | | | | | Exchange differences on retranslation of foreign operations | 31 | **10.0** | (31.6) | | Exchange differences on retranslation of non-controlling interests | | **2.2** | (1.5) | | (Losses)/gains on net investment hedges | 31 | **(21.6)** | 21.3 | | Gains on cash flow hedges | 31 | **16.8** | 3.8 | | Cost of hedging | 31 | **0.1** | 0.2 | | Hedging losses/(gains) reclassified to Income Statement | 31 | **3.1** | (1.6) | | Deferred tax charge on foreign exchange differences | 27 | **–** | (0.5) | | Deferred tax charge on cash flow hedges | 27 | **(7.2)** | (0.7) | | Net investment hedges recycled to the income statement on disposal of subsidiary | 19 | **(1.8)** | – | | Foreign exchange reclassified to income statement on disposal of subsidiary | 19 | **(87.3)** | – | | | | **(85.7)** | (10.6) | | **Other comprehensive (expense)/income for the period** | | **(140.8)** | **6.9** | | **Total comprehensive expense for the period** | | **(469.4)** | **(794.2)** | | **Total comprehensive (expense)/income attributable to:** | | | | | Equity shareholders | | **(479.5)** | (801.7) | | Non-controlling interests | | **10.1** | 7.5 | | | | **(469.4)** | (794.2) | $^{1}$ Restated for prior period restatements, see note 2 for further information. 128 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Group Balance Sheet At 31 March 2026 | | Note | 31 March 2026 £m | (Restated) 31 December 2024^{1} £m | (Restated) 31 December 2023^{1} £m | | --- | --- | --- | --- | --- | | **Non-current assets** | | | | | | Intangible assets | 14 | **967.3** | 986.2 | 1,551.8 | | Property, plant and equipment | 15 | **769.1** | 1,238.5 | 1,215.8 | | Derivative financial instruments | 30 | **4.4** | 0.2 | 0.1 | | Financial assets at fair value through Other Comprehensive Income | 17 | **8.6** | 25.0 | 15.2 | | Investments accounted for using the equity method | 18 | **3.7** | 6.5 | 11.1 | | Other non-current receivables | 20 | **129.1** | 155.2 | 139.1 | | Finance lease receivable | 33 | **13.4** | 14.8 | 6.5 | | Deferred tax assets | 27 | **–** | – | 168.0 | | Defined benefit pension assets | 32 | **0.1** | 0.1 | 0.2 | | **Total non-current assets** | | **1,895.7** | 2,426.5 | 3,107.8 | | **Current assets** | | | | | | Inventories | 21 | **19.5** | 34.0 | 33.7 | | Trade and other receivables | 22 | **421.9** | 547.5 | 573.1 | | Finance lease receivable | 33 | **4.4** | 3.2 | 2.7 | | Derivative financial instruments | 30 | **16.6** | 12.6 | 11.1 | | Current tax assets | | **0.6** | 0.6 | 12.4 | | Cash and cash equivalents | 23 | **425.6** | 244.5 | 356.3 | | Assets classified as held for sale | 19 | **–** | – | 18.2 | | **Total current assets** | | **888.6** | 842.4 | 1,007.5 | | **Total assets** | | **2,784.3** | 3,268.9 | 4,115.3 | | **Non-current liabilities** | | | | | | Borrowings | 28 | **(1,249.0)** | (1,294.5) | (1,332.9) | | Derivative financial instruments | 30 | **(4.1)** | (3.4) | (15.3) | | Deferred tax liabilities | 27 | **(34.9)** | (28.3) | (28.8) | | Other non-current liabilities | 25 | **(164.6)** | (134.6) | (129.5) | | Defined benefit pension liabilities | 32 | **(53.3)** | (11.6) | (32.8) | | Provisions | 26 | **(186.5)** | (174.5) | (160.5) | | **Total non-current liabilities** | | **(1,692.4)** | (1,646.9) | (1,699.8) | | **Current liabilities** | | | | | | Trade and other payables | 24 | **(919.6)** | (1,032.5) | (963.9) | | Borrowings | 28 | **(346.3)** | (219.4) | (280.7) | | Derivative financial instruments | 30 | **(8.5)** | (44.7) | (31.6) | | Current tax liabilities | | **(24.3)** | (9.5) | – | | Provisions | 26 | **(98.2)** | (115.8) | (108.3) | | **Total current liabilities** | | **(1,396.9)** | (1,421.9) | (1,384.5) | | **Total liabilities** | | **(3,089.3)** | (3,068.8) | (3,084.3) | | **Net (liabilities)/assets** | | **(305.0)** | 200.1 | 1,031.0 | | **Shareholders' equity** | | | | | | Share capital | 31 | **30.7** | 30.7 | 30.7 | | Share premium | | **533.6** | 533.6 | 533.6 | | Own shares | | **(2.5)** | (4.3) | (3.6) | | Hybrid reserve | | **498.8** | 513.0 | 513.0 | | Other reserves | 31 | **305.9** | 396.7 | 397.6 | | Retained earnings | | **(1,718.8)** | (1,305.7) | (470.5) | | **Total shareholders' (deficit)/equity** | | **(352.3)** | 164.0 | 1,000.8 | | Non-controlling interests in equity | | **47.3** | 36.1 | 30.2 | | **Total (deficit)/equity** | | **(305.0)** | 200.1 | 1,031.0 | $^{1}$ Restated for prior period restatements, see note 2 for further information. Phil White Executive Chair Paco Iglesias Group CEO Brian Egan Group CFO 28 July 2026 Mobico Group Annual Report for the 15-month period ending 31 March 2026 129 --- # Group Statement of Changes in Equity For the 15-months ending 31 March 2026 | | Share capital (note 31) £m | Share premium £m | Own shares (note 31) £m | Hybrid reserve (note 31) £m | Other reserves (note 31) £m | Retained earnings £m | Total £m | Non-controlling interests £m | Total (deficit)/equity £m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | At 1 January 2025 (as previously reported)^{1} | 30.7 | 533.6 | (4.3) | 513.0 | 396.7 | (1,284.9) | 184.8 | 36.1 | 220.9 | | Adjustment^{1} | - | - | - | - | - | (20.8) | (20.8) | - | (20.8) | | At 1 January 2025 (restated)^{1} | 30.7 | 533.6 | (4.3) | 513.0 | 396.7 | (1,305.7) | 164.0 | 36.1 | 200.1 | | (Loss)/profit for the period | - | - | - | - | - | (336.5) | (336.5) | 7.9 | (328.6) | | Other comprehensive (expense)/income for the period | - | - | - | - | (87.6) | (55.4) | (143.0) | 2.2 | (140.8) | | Total comprehensive (expense)/income | - | - | - | - | (87.6) | (391.9) | (479.5) | 10.1 | (469.4) | | Shares purchased | - | - | (1.7) | - | - | - | (1.7) | - | (1.7) | | Own shares released to satisfy employee share schemes | - | - | 3.5 | - | - | (3.5) | - | - | - | | Share-based payments | - | - | - | - | - | 5.1 | 5.1 | - | 5.1 | | Deferred tax charge on share-based payments | - | - | - | - | - | (1.7) | (1.7) | - | (1.7) | | Accrued payments on hybrid instrument | - | - | - | 28.3 | - | (28.3) | - | - | - | | Payments on hybrid instrument | - | - | - | (42.5) | - | - | (42.5) | - | (42.5) | | Transfer on disposal of equity instruments at FVOCI to retained earnings | - | - | - | - | (9.0) | 9.0 | - | - | - | | Hedging gains and losses and costs of hedging transferred to the cost of inventory | - | - | - | - | 5.8 | - | 5.8 | - | 5.8 | | Purchase NCI | - | - | - | - | - | (1.8) | (1.8) | 3.1 | 1.3 | | Dividends paid to non-controlling interests | - | - | - | - | - | - | - | (3.0) | (3.0) | | Other movements with non-controlling interests | - | - | - | - | - | - | - | 1.0 | 1.0 | | **At 31 March 2026** | **30.7** | **533.6** | **(2.5)** | **498.8** | **305.9** | **(1,718.8)** | **(352.3)** | **47.3** | **(305.0)** | $^{1}$ Restated for prior period restatements, see note 2 for further information. 130 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Group Statement of Changes in Equity For the 12-months ending 31 December 2024 | | Share capital (note 31) £m | Share premium £m | Own shares (note 31) £m | Hybrid reserve (note 31) £m | Other reserves (note 31)^{1} £m | (Restated) Retained earnings^{1} £m | (Restated) Total^{1} £m | Non-controlling interests £m | (Restated) Total equity^{1} £m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | At 1 January 2024 (as previously reported)^{1} | 30.7 | 533.6 | (3.6) | 513.0 | 397.6 | (457.0) | 1,014.3 | 30.2 | 1,044.5 | | Adjustment^{1} | – | – | – | – | – | (13.5) | (13.5) | – | (13.5) | | At 1 January 2024 (restated)^{1} | 30.7 | 533.6 | (3.6) | 513.0 | 397.6 | (470.5) | 1,000.8 | 30.2 | 1,031.0 | | (Loss)/profit for the period | – | – | – | – | – | (810.1) | (810.1) | 9.0 | (801.1) | | Other comprehensive income/(expense) for the period | – | – | – | – | – | 8.4 | 8.4 | (1.5) | 6.9 | | Total comprehensive (expense)/income | – | – | – | – | – | (801.7) | (801.7) | 7.5 | (794.2) | | Shares purchased | – | – | (2.2) | – | – | – | (2.2) | – | (2.2) | | Own shares released to satisfy 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 instrument payments | – | – | – | – | – | (15.4) | (15.4) | – | (15.4) | | Hedging gains and losses and costs of hedging transferred to the cost of inventory | – | – | – | – | (0.9) | – | (0.9) | – | (0.9) | | Dividends paid to non-controlling interests | – | – | – | – | – | – | – | (1.6) | (1.6) | | At 31 December 2024 | 30.7 | 533.6 | (4.3) | 513.0 | 396.7 | (1,305.7) | 164.0 | 36.1 | 200.1 | $^{1}$ Restated for prior period restatements, see note 2 for further information. Mobico Group Annual Report for the 15-month period ending 31 March 2026 131 --- # Group Statement of Cash Flows For the 15-months ending 31 March 2026 | | Note | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | --- | | **Cash generated from operations** | 37 | **282.0** | 367.8 | | Corporate income tax paid | | **(37.8)** | (15.0) | | Interest paid | | **(93.3)** | (85.0) | | Interest received | | **5.0** | 1.0 | | **Net cash flow from operating activities** | | **155.9** | 268.8 | | **Cash flows from investing activities** | | | | | Payments to acquire businesses, net of cash acquired | 19 | **(1.2)** | (29.2) | | Deferred consideration for businesses acquired | 19 | **(13.4)** | (16.2) | | Proceeds on disposal of subsidiaries, net of cash disposed | 19 | **209.0** | – | | Purchase of property, plant and equipment | | **(204.9)** | (195.6) | | Proceeds from disposal of property, plant and equipment | | **13.1** | 47.4 | | Payments to acquire intangible assets | | **(8.6)** | (6.4) | | Proceeds from disposal of intangible assets | | **2.5** | 3.6 | | Principal lease receipts | 33 | **5.0** | 3.8 | | Payments to settle net investment hedge derivative contracts | | **(20.3)** | (9.2) | | Receipts on settlement of net investment hedge derivative contracts | | **26.9** | 8.3 | | Receipts relating to joint ventures and associates | | **0.9** | 7.3 | | Proceeds from disposal of financial asset at fair value through other comprehensive income | | **16.5** | – | | **Net cash flow from investing activities** | | **25.5** | (186.2) | | **Cash flows from financing activities** | | | | | Dividends paid to holders of hybrid instrument | | **(42.5)** | (21.3) | | Principal lease payments | 33 | **(73.8)** | (74.3) | | Increase in borrowings | | **119.9** | 121.1 | | Repayment of borrowings | | **(148.8)** | (182.7) | | Transaction costs relating to new borrowings | | – | (0.3) | | Payments to settle foreign exchange forward contracts | | **(36.0)** | (29.7) | | Receipts on settlement of foreign exchange forward contracts | | **58.8** | 20.4 | | Purchase of own shares | | **(1.7)** | (2.2) | | Acquisition of non-controlling interests | | **(8.7)** | – | | Dividends paid to non-controlling interests | | **(3.0)** | (1.6) | | **Net cash flow from financing activities** | | **(135.8)** | (170.6) | | **Increase/(decrease) in net cash and cash equivalents** | | **45.6** | (88.0) | | Opening net cash and cash equivalents | | **203.1** | 293.7 | | Increase/(decrease) in net cash and cash equivalents | | **45.6** | (88.0) | | Foreign exchange | | **(7.1)** | (2.6) | | **Closing net cash and cash equivalents** | 23 | **241.6** | 203.1 | $^{1}$ Restated for prior period restatements, see note 2 for further information. 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 19. Principal lease receipts have been reclassified to investing activities. 132 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # Notes to the Consolidated Accounts ## 1 Corporate information The Consolidated Financial Statements of Mobico Group PLC and its subsidiaries (the Group) for the 15-month period ended 31 March 2026 were authorised for issue in accordance with a resolution of the Directors on 28 July 2026. Mobico Group PLC is a public limited company incorporated in England and Wales whose shares are publicly traded on the London Stock Exchange. The principal activities of the Group are described in the Strategic Report that accompanies these Financial Statements. ## 2 Accounting policies ### Basis of preparation #### a) Consolidated Financial Statements The Consolidated Financial Statements have been prepared in accordance with UK-adopted international accounting standards (UK-adopted IFRS). They are presented in pounds Sterling and all values are rounded to the nearest one hundred thousand pounds (£0.1m) except where otherwise indicated. The Consolidated Financial Statements are prepared for a 15-month period to 31 March 2026. The comparative information is for the 12-month period to 31 December 2024. The Group Balance Sheet also includes a comparative as at 31 December 2023. On 26 November 2025 the Group announced that its accounting reference date and financial period will be changed to 31 March. 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. As a result, amounts presented in the financial statements are not entirely comparable. #### b) Parent Company Financial Statements The separate accounts of the Parent Company are presented as required by the Companies Act 2006. The accounts have been prepared on a going concern basis and under the historical cost convention, except for financial instruments which have been measured at fair value, and in accordance with applicable accounting standards in the United Kingdom. The Parent Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council. Accordingly, the Parent Company Financial Statements have been prepared in accordance with Financial Reporting Standard 101 (FRS 101) Reduced Disclosure Framework as issued by the Financial Reporting Council. The Parent Company has taken advantage of the disclosure exemptions available under FRS 101 in relation to share-based payments, financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of a cash flow statement, IFRS 16 Leases, standards not yet effective, impairment of assets and related party transactions. Where required, equivalent disclosures are included within the Group Consolidated Financial Statements. No Income Statement is presented by the Parent Company as permitted by Section 408 of the Companies Act 2006. The profit or loss attributable to the Parent Company is disclosed in the footnote to the Company's Balance Sheet. The key accounting policies for the Group and the Parent Company are set out below and have been applied consistently except where indicated. Where policies are specific to the Group or to the Parent Company this is set out in the relevant policy. ## Going concern ### Group 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 Directors have concluded that the appropriate period for the purposes of the assessment of the going concern basis of preparation is a period of at least 12 months from the date of approval of the Financial Statements. In reaching that conclusion the Directors have considered whether any extension of this period was necessary based on the base-case projections, which cover the period to December 2027, as discussed further below. The Group continues to maintain a strong liquidity position, with £0.8bn in cash and undrawn committed facilities available to it as of 31 March 2026 and total committed facilities of £1.9bn at this date (see note 28 and 29). Within the going concern outlook period, in May and June 2027, £232.8m of USPP borrowings are due to expire. Refinancing of these facilities is not assumed in the going concern assessment. The Group has positive engagement and regular dialogue with its lenders. Certain of the Group's borrowings (£1bn) 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 Covenant Net 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. In the period to 31 March 2026, the Group has achieved strong revenue generation, particularly in the Alsa business, and continued to deliver on its turnaround strategy. As announced in February 2026, we are targeting £75m in cost savings for calendar year 2026 with an annual run-rate of £100m from 2027 onwards. We consider we are on track to deliver these savings. While there remain a small number of contracts which are not profitable, significant progress has been made during the period in addressing these, including the contract modifications secured in German Rail in June 2026 and the exit of the WMATA contract from May 2026, which will reduce cash onerous contract outflows. UK Coach continues to face a challenging market with significant competition, resulting in revenue generation being below prior year in the period, however the business has delivered substantial savings (c.£12m annualised) through network rationalisation and structural reorganisation, as well as from the integration into the Alsa business which was substantially complete from the 1 January 2026. Further savings initiatives plans are underway and we anticipate there will be upside from annualisation of the already implemented savings from 1 January 2027 onwards. The Group remains closely focused on cash flow, and a reduction in debt and leverage. During the year, disposal of the capital-intensive North America School Bus business was completed, with proceeds retained for deleveraging. The Group has a particular focus on reducing the cash burden of vehicle capex requirements, with progress made throughout the period to 31 March 2026 and further benefits from this expected in the near term. This has been achieved through partnerships with customers, for example through securing IFRIC 12 and sublease arrangements, or agreeing that customers instead will provide the fleet. Mobico Group Annual Report for the 15-month period ending 31 March 2026 133 --- Notes to the Consolidated Accounts continued ## 2 Accounting policies continued While the Group has faced challenging trading conditions in some markets during the period to 31 March 2026, it has delivered a robust Adjusted operating profit, above the guidance range. Directors remain confident in the longer-term outlook for the Group and its proposition as a value-for-money mass transit operator. This ambition is underlined by government policy which is highly supportive of public transport as part of the solution to climate change. The base case projections, cover the period to December 2027 and are based on the Group's latest forecast for the remainder of 2026, and the Board Approved strategic plan for 2027. The key points to note regarding the base case are as follows: - In UK Coach, challenging market conditions with intense competition on intercity routes are expected to continue in 2026 and beyond. Management has developed a detailed and comprehensive action plan in response to this, which includes the benefit of network rationalisation, structural reorganisation and pricing reviews. The integration into the Alsa business results in synergy savings as well as the benefit of world-class expertise from running highly successful long haul coach operations in Spain. Growth is also expected in the Ireland business as a result of new contract wins. The elimination of losses following disposal of NXTS in 2025 also results in improved profitability (see note 19). - In Alsa, the projections for 2026 and 2027 assume a continuation of the Single Ticket and Young Summer initiatives which have benefited recent trading, with demand momentum expected to remain strong, albeit a negative impact due to increased competition from high-speed rail is included in the projections. The impact of upcoming concession renewals has also been considered in projections, with all contracts assumed to be renewed given the excellent track record demonstrated previously. For Long Haul, the majority of concession renewals are now expected to take place outside of the Going Concern period. Growth through asset-light contract wins is assumed to continue, with several diversification opportunities included in plans. - In the WeDriveU business, the loss-making WMATA contract has been terminated effective May 2026 (see Note 39), which will result in a reduction in cash losses, while a number of other low margin contracts have also been exited, allowing for focus on a more profitable portfolio. Growth wins, focused on capex-light contracts, are assumed going forwards, underpinned by a strong pipeline of opportunities. - In Germany, following the landmark agreement reached with PTAs in Q1 of 2026 to restructure our rail contracts (see note 39), we have de-risked the business and ensured long-term sustainability of operations. Full driver staffing levels are assumed going forwards, having reached this position by December 2025, following two years of scarcity challenges which led to penalties. Management now expects the German business to operate on a cash-neutral basis over the remaining lifespan with the potential for a small positive benefit (excluding the repayment of advances to the PTAs). - In UK Bus, we have worked collaboratively with transport authorities and the projections assume successful completion of our assets monetisation (mainly fleet and depots) and associated relief of future liabilities strategy in Q4 2026 ahead of the transition to franchising in the West Midlands. The completion of such a transaction is anticipated to require approval of the lenders that provide the Group's RCF (see note 29) and the forecasts assume that approval is obtained with no change to the amount or terms of the relevant facilities. The current, publicly announced, schedule for the transition to franchising is a phased approach of tranches in October 2027, Summer 2028 and finally Spring 2029. - The remainder of 2026 and future years will continue to benefit from cost reduction programmes that were launched in the period to 31 March 2026, with an annualisation benefit included in the Group's forecasts. Further cost rationalisation plans are also under development to deliver an improvement in profitability. The Directors have also considered a reasonable worst case (RWC). The RWC modifies the base case to model downsides in a number of areas, including, but not limited to: 1. Reduced passenger demand adversely affecting revenues by up to 2% in those lines of business without passenger revenue protection, fewer new contract wins and increased competition from other operators and modes of transport. 2. A reduction of the new growth opportunities assumed in plan as a result of heightened competition. 3. Higher inflation on the cost base, both for labour (with additional wage inflation increases in most divisions) and general costs (increasing by up to 0.5% above base case levels), with none of this being able to be passed on to customers. 4. A material reduction in cost savings realised as part of the Simplify for Success programme and other cost saving programmes within each division, both as a result of a shortfall in actual savings delivery or a delay in the implementation of savings. 5. Consistent with the Group's principal risks, a risk of climate-related or safety and security-related disruption is also modelled. 6. A severe, but plausible cash downside across the contingent liabilities described in our disclosures (see note 34). 7. A delay in the monetisation of our UK Bus assets during the transition to franchising in the West Midlands, such that the monetisation and associated relief of future liabilities is aligned to, rather than ahead of, the timing of the announced franchising steps. 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, with up to £5m per annum of cost savings across Travel & Accommodation, Advertising & Marketing, Training & Development and Legal & Professional fees which is more than achievable as demonstrated during the Covid-19 pandemic. The quantum of mitigation assumed has been reduced since savings in these cost items are already assumed through the cost saving initiatives in progress. 2. The removal of any planned annual bonus payments. The Directors have reviewed the base case and RWC projections and in both scenarios the Group has a strong liquidity position over the going concern assessment period and would be able to comply with the covenant tests, albeit under the RWC, is reliant upon delivery of the cost saving measures discussed above. 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 134 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 2 Accounting policies continued 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 considered remote. As ever, covenants that include Covenant EBITDA as a component are more sensitive to reverse stress testing; the Directors have therefore conducted in-depth stress testing on all covenant tests at September 2026, December 2026, June 2027 and 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 Covenant EBITDA reduction and no lender support to amend or waive Covenant EBITDA-related covenants. Taking this into account the Directors concluded that the probability was remote that circumstances arise that cause covenants to be breached. Reverse stress tests have been performed against a reduction in revenue, incremental cost inflation that cannot be recovered, and an inability to achieve planned cost savings and in all instances, the set of circumstances that would give rise to a covenant breach are considered remote. In any case, should there be a more severe set of circumstances than those assumed in the RWC, a number of further mitigating actions are available to the Group which would improve EBITDA and/or benefit adjusted net debt, including: deeper and broader cost cutting measures, sale and leaseback of vehicles, disposal of properties, delays or reductions to capital expenditure and disposal of investments or other assets. The Group could also seek to raise further equity or seek further amendments or waivers of covenants, as was demonstrated during the Covid-19 pandemic. ### Middle East conflict In this going concern assessment the impact of the ongoing conflict in the Middle East has been considered. Whilst the Middle East conflict creates heightened macroeconomic uncertainty, the Board has exercised judgement and concluded that it does not give rise to a material uncertainty and feels that the Group has appropriate protection in place to minimise negative impacts through mechanisms such as fuel hedging agreements and contract protection such that it would not cause significant doubt upon the Group's ability to continue to be viable for the going concern period. ### Conclusion 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 period ended 31 March 2026. ### Parent company The Company holds investments in all trading entities of the Group, employs colleagues working for the Group PLC and holds the majority of the Group's external debt and derivative financial instruments; and doesn't itself generate external revenues. It relies on the trading entities of the Group to generate income – both via dividends received and through the Group's transfer pricing policy. At 31 March 2026 the Company had net current liabilities of £84.2m (2024: net current liabilities of £117.7m). The net current liabilities position at the end of March 2026 has reduced compared to the end of 2024 with higher cash on hand; with creditors due under one year predominantly due to intercompany loans owed to trading divisions. At 31 March 2026 the Company had £600.0m of undrawn, unsecured committed revolving credit facilities. Please refer to management's going concern assessment of the Group detailed above. The Directors of the Company have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of 12-months from the date of approval of the Financial Statements. ### Changes in accounting policies and the adoption of new and revised standards The accounting policies adopted are consistent with those of the previous financial period except for changes arising from new standards and amendments to existing standards that have been adopted in the current period. The following amendments have been applied for the first time with effect from 1 January 2025: - Lack of Exchangeability (Amendments to IAS 21) This amendment did not have a material impact on the financial statements. ### New standards and interpretations not applied Certain new or revised accounting standards and amendments have been published and UK adopted that are not mandatory as at 31 March 2026 and have not been early adopted by the Group: - IFRS 18 Presentation and Disclosures in Financial Statements - Amendments to IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments - Amendments to IFRS 9 and IFRS 7 regarding power purchase arrangements - Annual Improvements to IFRS Accounting Standards — Volume 11 With the exception of IFRS 18 which is discussed below, these amendments are not expected to have a material impact on the entity in the current or future reporting periods or on foreseeable future transactions. ### IFRS 18 On 9 April 2024, the IASB issued IFRS 18 'Presentation and Disclosure in Financial Statements' which was formally adopted by the UK Endorsement Board in December 2025. The impacts of the new standard are pervasive. Many aspects of financial statement presentation and disclosure will be affected; however IFRS 18 does not impact the recognition or measurement of items in the financial statements. The key new concepts introduced in IFRS 18 relate to: - the structure of the Income Statement; - required disclosures for certain alternative performance measures e.g. reconciliation with IFRS-defined sub-totals within the financial statements; and - enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The new standard is effective for accounting periods commencing on or after 1 January 2027 and will apply retrospectively to comparative figures. We will consider the requirements of the new standard in the period up to its implementation but our initial assessment has not identified any material impacts on the Group's financial reporting. Mobico Group Annual Report for the 15-month period ending 31 March 2026 135 --- Notes to the Consolidated Accounts continued # 2 Accounting policies continued # Prior period restatements # A. German Rail RME contract During the preparation of the financial statements for the 15-month period ending 31 March 2026, 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 error 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 in error. 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 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 period 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 period is not material for the Group accounts individually, the Directors have elected to include in the restatement of prior period 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 period 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 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 period 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-period reduction in revenue of £0.5m - An in-period increase in operating costs of £0.4m - A total impact on balance sheet net assets of (£18.0m) There is no tax impact of the restatement. # B. UK Bus supplier rebates The Group receives payments from a number of suppliers in the normal course of business, often in relation to rebates, refunds or compensation for underperformance against service agreements. In UK Bus, payments were received in 2022-2024 from suppliers of vehicles and related services that were booked as income in the period. Following a review of the original accounting it was assessed that these payments related to the long term contracts the Group had entered into for the provision of related vehicles and infrastructure. Therefore, management had determined that the benefit from these payments should be spread over the life of the contracts to which they relate. These contracts are 16 years in length. In addition, several of the 16 year contracts have payment profiles which start with lower contractual payments which "step up" over time. Previously the lower payments have been expensed to the Income Statement, however upon review it has been determined that, because the services delivered remain consistent over the contract period, the costs should be recognised on a straight line basis, not in line with the contractual payment profile. This results in a higher cost in 2024 than was originally accounted for. This has been collectively been corrected for as a prior period restatement. The financial effect of the restatement is set out below. The effect of the restatement as at 31 December 2023 is: - An increase in other payables (within other non-current liabilities) of £14.3m - An increase in deferred tax assets of £3.6m - A total impact on balance sheet net assets of (£10.7m) The effect of the restatement on the period ending 31 December 2024 and as at 31 December 2024 is: - An increase in other payables (within other non-current liabilities) of £17.7m - An in-period increase in operating costs of £3.4m - An in-period increase in the tax charge of £3.6m - A total impact on balance sheet net assets of (£17.7m) # C. UK Coach lease accounting The UK Coach division has certain vehicle lease agreements in place with third parties that include a contractual substitution right in favour of the lessee within the agreement. At the inception of the agreements, it was determined that the substitution rights were substantive in accordance with IFRS 16, and therefore the arrangements were deemed not to contain an identified asset. As a result, no right of use asset nor lease liability was recognised on the Balance Sheet, with lease charges being expensed to the Income Statement as incurred. Following a review of the original accounting judgement during the current period, it was determined that the substitution rights under these arrangements were not substantive, and that an error was made at inception in that a right of use asset and lease liability should have been recognised under IFRS 16. This has been corrected as a prior period restatement. The financial effect of the restatement is set out below. 136 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 2 Accounting policies continued The effect of the restatement at 31 December 2023 is: - An increase in right of use assets (within property, plant and equipment) of £51.3m - An increase in non-current lease liabilities (within borrowings) of £42.3m - An increase in current lease liabilities (within borrowings) of £9.5m - A total impact on balance sheet net assets of (£0.5m) The effect of the restatement on the period ending 31 December 2024 and as at 31 December 2024 is: - An increase in right of use assets (within property, plant and equipment) of £44.9m - An increase in non-current lease liabilities (within borrowings) of £35.7m - An increase in current lease liabilities (within borrowings) of £10.5m - An in-period reduction in operating costs of £1.7m - An in-period increase in finance costs of £2.5m - A total impact on balance sheet net assets of (£1.2m) - There is no cash impact of the restatement, however in terms of classification in the Group Statement of Cash Flows, cash generated from operations increases by £12.3m, interest paid increases by £2.5m, and principal lease payments increases by £9.8m. There is no tax impact of the restatement. # D. Dilapidations provisions During the current period, a review of the Group's exposure to dilapidation costs at the end of property leases was undertaken. This review highlighted an understatement of dilapidations provisions in the UK Bus and Coach divisions which should have historically been recognised, amounting to £2.3m. While the impact on the prior period is not material for the Group accounts, the Directors have elected to correct this error through a restatement of prior period balances. The effect of the restatement at 31 December 2023 is: - An increase in provisions of £2.3m - A total impact on balance sheet net assets of (£2.3m) The effect of the restatement on the period ending 31 December 2024 and as at 31 December 2024 is: - An increase in provisions of £2.3m - A total impact on balance sheet net assets of (£2.3m) There is no tax impact of the restatement. # E. Deferred tax During the current period, the Group has reviewed its deferred tax balance to ensure that International Financial Reporting Standards (IFRS) adjustments are treated appropriately applying IFRS 16, IFRIC 12 and IAS 12. This review has led to a restatement and a reduction in deferred tax liability which represents a non-cash, accounting-only adjustment required solely to align divisional deferred tax positions with IFRS reporting standards. These temporary differences arise purely from timing and valuation variances between IFRS reporting principles and local Spanish tax accounting laws. In accordance with IAS 8, this prior period error was corrected by restating each of the affected financial statements for the prior periods presented. The effect of the restatement at 31 December 2023 is: - A reduction in deferred tax liabilities of £18.0m - A total impact on balance sheet net assets of £18.0m The effect of the restatement on the period ending 31 December 2024 and as at 31 December 2024 is: - A reduction in deferred tax liabilities of £18.5m - An in-period reduction in the tax charge of £1.3m - A total impact on balance sheet net assets of £18.5m The collective impact of the prior period restatements are shown in the following tables, comparing the restated amounts against what was originally reported. The line items affected by each prior period restatement are denoted by a letter key on each line per the sub-headings above. Note that the Income Statement also reflects the impact of discontinued operations (see note 19). Mobico Group Annual Report for the 15-month period ending 31 March 2026 137 --- ## Notes to the Consolidated Accounts continued ### 2 Accounting policies continued #### Group Income Statement | | As previously reported | | | Restated | | | | --- | --- | --- | --- | --- | --- | --- | | | Adjusted result 2024 £m | Adjusting items 2024 £m | Total 2024 £m | Adjusted result 2024 £m | Adjusting items 2024 £m | Total 2024 £m | | **Continuing operations** | | | | | | | | Revenue (A) | 3,412.4 | – | 3,412.4 | 2,597.5 | – | 2,597.5 | | Operating costs (A, B, C) | (3,224.7) | (707.6) | (3,932.3) | (2,418.1) | (147.1) | (2,565.2) | | **Group operating profit/(loss)** | **187.7** | **(707.6)** | **(519.9)** | **179.4** | **(147.1)** | **32.3** | | Share of result from associates | 3.2 | – | 3.2 | (0.3) | – | (0.3) | | Finance income | 2.4 | – | 2.4 | 2.2 | – | 2.2 | | Finance costs (C) | (92.2) | (2.8) | (95.0) | (81.8) | (2.8) | (84.6) | | **Profit/(loss) before tax** | **101.1** | **(710.4)** | **(609.3)** | **99.5** | **(149.9)** | **(50.4)** | | Tax charge (B, E) | (41.4) | (143.1) | (184.5) | (50.8) | (43.2) | (94.0) | | **Profit/(loss) for the period from continuing operations** | **59.7** | **(853.5)** | **(793.8)** | **48.7** | **(193.1)** | **(144.4)** | | Profit/(loss) for the period from discontinued operations | – | – | – | 6.0 | (662.7) | (656.7) | | **Profit/(loss) for the period** | **59.7** | **(853.5)** | **(793.8)** | **54.7** | **(855.8)** | **(801.1)** | | Profit/(loss) attributable to equity shareholders | 50.7 | (853.5) | (802.8) | 45.7 | (855.8) | (810.1) | | Profit/(loss) attributable to non-controlling interests | 9.0 | – | 9.0 | 9.0 | – | 9.0 | | **Basic EPS from continuing and discontinued operations** | | | (134.8)p | | | (136.0)p | | **Diluted EPS from continuing and discontinued operations** | | | (134.8)p | | | (136.0)p | #### Group Statement of Comprehensive Income | | As previously reported 2024 £m | Adjustment £m | Restated 2024 £m | | --- | --- | --- | --- | | **Loss for the period (A, B, C, E, Note 19)** | (793.8) | (7.3) | (801.1) | | **Total comprehensive expense for the period** | (786.9) | (7.3) | (794.2) | | **Total comprehensive (expense)/income attributable to:** | | | | | Equity shareholders | (794.4) | (7.3) | (801.7) | | Non-controlling interests | 7.5 | – | 7.5 | | | (786.9) | 0.5 | (786.4) | #### Group Balance Sheet | | As previously reported 31 December 2024 £m | Adjustment £m | Restated 31 December 2024 £m | As previously reported 31 December 2023 £m | Adjustment £m | Restated 31 December 2023 £m | | --- | --- | --- | --- | --- | --- | --- | | Property, plant & equipment (C) | 1,193.6 | 44.9 | 1,238.5 | 1,164.5 | 51.3 | 1,215.8 | | Deferred tax assets (B) | – | – | – | 164.4 | 3.6 | 168.0 | | Other non-current receivables (B) | 169.7 | (14.5) | 155.2 | 153.8 | (14.7) | 139.1 | 138 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 2 Accounting policies continued | | As previously reported 31 December 2024 £m | Adjustment £m | Restated 31 December 2024 £m | As previously reported 31 December 2023 £m | Adjustment £m | Restated 31 December 2023 £m | | --- | --- | --- | --- | --- | --- | --- | | **Total non-current assets** | **2,396.1** | **30.4** | **2,426.5** | **3,067.6** | **40.2** | **3,107.8** | | **Total assets** | **3,238.5** | **30.4** | **3,268.9** | **4,075.1** | **40.2** | **4,115.3** | | Borrowings (C) | (1,258.8) | (35.7) | (1,294.5) | (1,290.6) | (42.3) | (1,332.9) | | Other non-current liabilities (B) | (116.9) | (17.7) | (134.6) | (115.2) | (14.3) | (129.5) | | Provisions (D) | (172.2) | (2.3) | (174.5) | (158.2) | (2.3) | (160.5) | | Deferred tax liabilities (E) | (46.8) | 18.5 | (28.3) | (46.8) | 18.0 | (28.8) | | **Total non-current liabilities** | **(1,609.7)** | **(37.2)** | **(1,646.9)** | **(1,658.9)** | **(40.9)** | **(1,699.8)** | | Trade and other payables (A) | (1,029.0) | (3.5) | (1,032.5) | (960.6) | (3.3) | (963.9) | | Borrowings (C) | (208.9) | (10.5) | (219.4) | (271.2) | (9.5) | (280.7) | | **Total current liabilities** | **(1,407.9)** | **(14.0)** | **(1,421.9)** | **(1,371.7)** | **(12.8)** | **(1,384.5)** | | **Total liabilities** | **(3,017.6)** | **(51.2)** | **(3,068.8)** | **(3,030.6)** | **(53.7)** | **(3,084.3)** | | **Net assets** | **220.9** | **(20.8)** | **200.1** | **1,044.5** | **(13.5)** | **1,031.0** | | Retained earnings (All) | (1,284.9) | (20.8) | (1,305.7) | (457.0) | (13.5) | (470.5) | | **Total shareholders' equity** | **184.8** | **(20.8)** | **164.0** | **1,014.3** | **(13.5)** | **1,000.8** | | **Total equity** | **220.9** | **(20.8)** | **200.1** | **1,044.5** | **(13.5)** | **1,031.0** | ### Group Statement of Changes in Equity | | As previously reported | | | Restated | | | | --- | --- | --- | --- | --- | --- | --- | | | Retained earnings £m | Total £m | Total equity £m | Retained earnings £m | Total £m | Total equity £m | | **At 1 January 2024** | **(457.0)** | **1,014.3** | **1,044.5** | **(470.5)** | **1,000.8** | **1,031.0** | | Loss for the period (A, B, C, E) | (802.8) | (802.8) | (793.8) | (810.1) | (810.1) | (801.1) | | **Total comprehensive (expense)/income** | **(794.4)** | **(794.4)** | **(786.9)** | **(801.7)** | **(801.7)** | **(794.2)** | | **At 31 December 2024** | **(1,284.9)** | **184.8** | **220.9** | **(1,305.7)** | **164.0** | **200.1** | ### Group Statement of Cash Flows | | As previously reported 2024 £m | Adjustment £m | Restated 2024 £m | | --- | --- | --- | --- | | **Cash generated from operations (C)** | **355.5** | **12.3** | **367.8** | | Interest paid (C) | (82.5) | (2.5) | (85.0) | | **Net cash flow from operating activities** | **259.0** | **9.8** | **268.8** | | **Cash flows from financing activities** | | | | | Principle lease payments (C) | (64.5) | (9.8) | (74.3) | | **Net cash flow from financing activities** | **(160.8)** | **(9.8)** | **(170.6)** | ### Critical accounting judgements and key sources of estimation uncertainty The preparation of Financial Statements requires the Group to make estimates and judgements that affect the application of the Group's accounting policies and reported amounts. Critical accounting judgements represent key decisions made by management in the application of the Group accounting policies. Where a significant risk of materially different outcomes exists due to management assumptions or sources of estimation uncertainty, this will represent a key source of estimation uncertainty. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Mobico Group Annual Report for the 15-month period ending 31 March 2026 139 --- Notes to the Consolidated Accounts continued ## 2 Accounting policies continued Management considered, throughout the period, the financial reporting impact associated with our identified principal risks, which includes the effects of climate change and inflation. (i) Critical accounting judgements Adjusting items The Directors believe that profit measured before adjusting items provides additional useful information to shareholders on the performance of the Group. These measures are consistent with how business performance is measured internally by the Board and the Group Executive Committee. In addition, the lender covenant calculations are closely aligned to the accounting recognition for adjusting items and therefore the accounting judgment can also have an impact on covenant headroom. The classification of adjusting items requires significant management judgement after considering the nature, cause of occurrence and the scale of the impact of that item on reported performance. The Group's definition of adjusting items is outlined in the accounting policies section. Note 5 provides further details on current period adjusting items. Arrangements regarding the provision of vehicles The UK Bus division is party to availability agreements for the provision of electric buses from a single service provider. The initial contract commenced in 2021, with a number of subsequent inceptions as new vehicles were ordered. The agreements commenced on vehicle delivery and run for a 16-year period. The expiry of the arrangements is therefore between 2037 and 2042; noting that the agreements are currently expected to novate to the local authority upon franchising being implemented in the West Midlands over the next few years. The agreement includes a substitution clause whereby the service provider makes available to us a set number of vehicles each day from their wider pool of vehicles. The agreement also makes available to us the associated electric charging infrastructure and various vehicle services. In the Directors' view, at each inception date, the arrangements do not meet the definition of a lease under IFRS 16. The service providers have control of the vehicles and the associated infrastructure; and in relation to the vehicles have a substantive substitution right, having both the practical ability to substitute the vehicles and an economic incentive to do so. Consequently, no right-of-use asset or lease liability is recognised on the Balance Sheet, and payments under the agreements are charged to the Income Statement on a straight line basis. The value of the commitment, which will arise as a future income statement expense, is significantly material and as such this is considered a key accounting judgement. The gross current commitments under these arrangements amount to £440.3m at 31 March 2026 (2024: £450.6m), which, when discounted at the rate implicit in the arrangement would be £291.3m at 31 March 2026 (2024: £285.0m). In making the determination that the substitution rights of the service provider are substantive, the key judgements include the following: - The contract provides the service provider with a legal right to substitute the vehicles throughout the contract term - The service provider has a pool of available vehicles of a similar or identical specification to enable substitution throughout the contract term - The service provider has an economic incentive to substitute vehicles throughout the contract term arising from the following key facets (which are not exhaustive): - Pooling of spare vehicles across multiple fleets - Optimisation of operational cost base and maximising residual values of vehicles - Offering short term rental agreements to third parties to further increase fleet utilisation - Incentive to use idle capacity and substitution rights to pursue market growth opportunities Further detailed information, including the maturity analysis of the future commitment payments and detail of the annual Income Statement expense is shown in note 33. The UK Coach division delivers scheduled coach travel services through third party operators who provide coaches in addition to other resources required to run the services. There are a number of different contractual arrangements in place with the third-party operators, including arrangements which are indefinite, with no fixed expiry date, but with the ability for each party to terminate with 12 months' notice for no cost. These arrangements would generally contain an embedded lease. However, in the Directors' view the ability of both parties to terminate for no cost with 12 months' notice means that the arrangements have a term of 12 months or less, and therefore, the Directors have determined that they are short-term leases which are exempt from the requirements under IFRS 16 to recognise a right of use asset and lease liability. The forecast gross commitments under these arrangements over the next 12 months (being the minimum unilateral termination period) is £110.3m at 31 March 2026 (2024: £120.5m). (ii) Key sources of estimation uncertainty Management have considered the following are key sources of estimation uncertainty during the period. Goodwill impairment In the prior period, the goodwill impairment of the UK cash-generating units was identified as a key source of estimation uncertainty. Following the restructuring of the UK business during the period, a separate UK Coach CGU has been identified, for which no source of estimation uncertainty has been identified given the level of available headroom. Goodwill impairment of the Alsa and WeDriveU CGUs continues to not be considered a key source of estimation uncertainty given the significant headroom the remote possibility that this will be exhausted within the next 12 months. Parent company only – impairment of investments in subsidiaries The Company determines whether its investment in subsidiary National Express Intermediate Holdings Limited is impaired when indicators of impairment exist or based on the annual impairment assessment. The annual assessment requires an estimate of the equity value, which has been derived from the enterprise value calculations with relevant adjustments to the fair value of adjusted net debt and fair value of surplus assets, of the underlying investments. This investment holds subsequent investments in all of the Group's trading companies. Estimating the equity value requires the Company to make an estimate of the expected future cash flows from the investment and discount this to net present value. The resulting calculation is sensitive to the assumptions in respect of future cash flows and the discount rate applied. The recoverable amount has been determined with reference to the equity value of each of the underlying trading companies, 140 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 2 Accounting policies continued calculated on the same basis as detailed in note 14 to the Group Consolidated Financial Statements for Alsa, UK Coach and WeDriveU; with the same methodology applied for the other divisions. When performing the annual impairment assessment for National Express Intermediate Holdings Limited based on the same calculations as used for the Group goodwill impairment assessment, an impairment charge of £465.0m (2024: £836.6m) was identified and recorded. Given the level of headroom and impairment charges recorded, it continues to be considered that reasonably possible changes in key inputs (such as discount rates or growth rates) could result in a further impairment charge within the next 12-months. Sensitivities are detailed in note 3 to the Parent Company Financial Statements. ### Insurance and other claims The claims provision arises from estimated exposures at the period end for auto and general liability, workers' compensation and environmental claims, the majority of which will be utilised in the next five years. The estimation of the claims provision is based on an assessment of the expected settlement of known claims together with an estimate of settlements that will be made in respect of incidents occurring prior to the balance sheet date but for which claims have not been reported to the Group. The Group makes assumptions concerning these judgemental matters with the assistance of advice from independent qualified actuaries. At 31 March 2026 the claims provision was £100.5m (2024: £82.2m). In certain limited cases, additional disclosure regarding these claims may seriously prejudice the Group's position and consequently this disclosure is not provided. Given the differing types of claims, their size, the range of possible outcomes and the time involved in settling these claims, there is a reasonably possible chance that a material adjustment would be required to the carrying value of the claims provision in the next financial period. These different factors also make it impracticable to provide sensitivity analysis on one single measure and its potential impact on the overall claims provision. For further information see note 26. ### RRX rail contracts The Group operates the Rhine-Ruhr RRX1, and RRX 2&3 contracts in German Rail, where the Group receives subsidy revenue for operating the contract. These contracts are gross cost contracts with no exposure to passenger revenue risk. Following the mobilisation of the RRX 2&3 rail contract in 2019, significant cost increases in respect of energy consumption and personnel costs versus the original bid model were identified, leading to the contract being identified as onerous in 2021. When the contract became onerous, related assets on the Balance Sheet were impaired, and a provision was booked for the anticipated losses expected to be incurred while operating the contract over the remaining term. The provision is re-measured each period end based on the latest estimate of losses expected to be incurred operating the services under the contract. The RRX1 franchise commenced in 2023, succeeding the Emergency Award contract that had been in operation from 2022 up until that point, after Abellio (former competing train-operator) had discontinued its operations in Germany. RRX1 was assessed as onerous from the end of 2023. Across both the RRX1 and RRX 2&3 contracts, there were material adverse cost pressures suffered in 2024, predominantly due to driver shortage and the material impact of track closure and timetable disruption associated with engineering work impact on the network, resulting in a worsening in expectations of the forecast losses over the remaining contract term, which were recognised in FY24. As a result, the onerous contract provision (OCP) relating to the RRX contracts at the end of FY24 was £176.1m. On 29 January 2026, the Group announced that it 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 at the time was subject to entering into formal legally binding agreements between the relevant parties. This process was concluded in June 2026 with legally binding agreements for both the RME and RRX contracts being signed following the balance sheet date of 31 March 2026. In the OCP assessment as at 31 March 2026 the Group has reflected the impact of the new agreement in its forward-looking assessment of the future RRX contract performance as under IAS 37 the new contract terms reflect management's best estimate of the future losses as at the period end. The key changes as pertaining to the RRX contracts are as follows: - A shortening of the loss-making contracts from 2033 to 2030; and - Other operational and quality improvements stipulated in the new agreement, for example being compensated for additional double traction services and the implementation of improved turn around arrangements on various services In addition, good progress was made in addressing and mitigating the driver shortage issue in the current period, which the Group had suffered significantly from since 2023 - with a return to full service achieved in Q4 2025 broadly in line with the planned recovery profile. This improvement reflects the benefit of our investment in driver recruitment and training and other mitigating actions taken; resulting in lower penalties being incurred from reduced mileage and cancellations. These factors have had a beneficial impact on the OCP, however this has been substantially offset by adverse movements in the forward-looking operating cost forecast in other areas; detailed as follows: In the remaining years of the contract there is expected to be a significantly greater impact of track maintenance and construction work than had been previously anticipated, which will have an expected material impact on the contract performance; this has the impact of: - Higher penalties incurred under the contract from delays and cancellations - Higher rail replacement costs that are not fully offset from subsidy income - Higher track access and empty running costs driven by the reduction in network and operating efficiency - An increase in driver churn due to the challenging operational conditions that are anticipated to arise As a result of all of the above, the remeasurement of the RRX OCP through the Income Statement amounted to a £4.7m credit in the 15-month period ending 31 March 2026 (12-months ending 31 December 2024: £86.4m charge), and the provision now totals £112.9m at 31 March 2026 (31 December 2024: £176.1m). In reaching this conclusion, significant estimation uncertainties have been identified in future energy costs and the level of energy compensation to be received, together with assumptions on how Mobico Group Annual Report for the 15-month period ending 31 March 2026 141 --- Strategic report Governance report Financial report Additional information ## 5 Adjusting items As set out in our accounting policies, 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 total adjusting items before tax from continuing operations for the 15-month period ended 31 March 2026 is a net charge of £225.3m (2024: £149.9m). See note 19 for details of adjusting items from discontinued operations. The items excluded from the adjusted result are: | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Intangible amortisation for acquired businesses (a) | **26.8** | 20.7 | | Re-measurements of onerous contracts and impairments resulting from the Covid-19 pandemic (b) | – | (4.1) | | Re-measurement of German Rail RME IFRS 15 contract asset (c) | **41.3** | – | | Re-measurement of German Rail RRX onerous contract provisions (d) | **(4.7)** | 86.4 | | Re-measurement of WeDriveU onerous contract provisions (e) | **38.6** | (0.7) | | Final re-measurement of the Rabat put liability (f) | **(0.8)** | – | | Costs in relation to the legacy School Bus claims provision (g) | **46.2** | – | | Impairments and other costs associated with Morocco contract changes (h) | **26.6** | – | | Restructuring and other costs (i) | **45.3** | 44.8 | | **Total adjusting items in continuing revenue & operating costs** | **219.3** | 147.1 | | Unwinding of discount of provisions (d) (e) (g) | **6.0** | 2.8 | | **Total adjusting items in continuing operations before tax** | **225.3** | 149.9 | | Tax (credit)/charge on adjusting items (j) | **(18.8)** | 43.2 | | **Total adjusting items in continuing operations after tax** | **206.5** | 193.1 | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations; see note 19 for further information. ### (a) Intangible amortisation / impairment for acquired businesses Consistent with previous periods, the Group classifies the non-cash amortisation for acquired intangibles, and any impairment charges thereon, as an adjusting item by virtue of its size and nature. Its exclusion enables monitoring and comparison of divisional performance by the Group Board regardless of whether through acquisition or organic growth. Equally, it improves comparability of the Group's results with those of peer companies. ### (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 RME IFRS 15 contract asset During the period, the German Rail transport authorities announced that they would change the forward growth assumptions for the current €58 compensation scheme from 2026 onwards – removing a revenue growth factor that had been confirmed in both the 2024 and 2025 schemes and that underpinned the Group's previous future revenue forecasts. There has also been a significant deterioration in the future penalty assumptions, driven by improved visibility of future construction and maintenance work activity until the end of the original contract period. Please see note 2 for further information. These factors have led to a significant decrease in future expected revenue generation under the original contract, which is a key input to the calculation of the IFRS 15 contract asset under the RME contract at each period end. Note that passenger revenue risk will be eliminated by the contract changes that were entered into after the period end (see note 39) however this and other benefits of the new agreement cannot be assumed in the IFRS 15 contract asset at 31 March 2026 as a contract modification under IFRS 15 only occurred at the point of signing the contracts, post the period end. As a result, there was a £41.3m reduction (2024: £nil) in the RME IFRS 15 contract asset in the period. This has been treated as an adjusting item as it is considered significant in nature and value and not in the normal course of business, in line with the Group's policy on adjusting items. Mobico Group Annual Report for the 15-month period ending 31 March 2026 155 --- ## Notes to the Consolidated Accounts continued ### 5 Adjusting items continued #### (d) Re-measurement of German Rail RRX onerous contract provisions (OCPs) The Rhine-Ruhr (RRX) OCP has been re-measured based on the latest forecasts of future losses anticipated; please refer to note 2 for further information. This resulted in a £4.7m credit (2024: £86.4m charge) to the income statement in the period. Additionally, during the period £6.0m has been recorded in interest costs for unwind of discounting of provisions (2024: £2.8m). Please refer to note 26 for sensitivities to the provision. #### (e) Re-measurement of WeDriveU OCPs Prior to the period one onerous contract had remained in WeDriveU with movements in the provision being treated as an adjusting item in previous years. During the current period, a further contract, WMATA, became onerous and a new OCP was required. As at 31 March 2026, the total OCP was revised to £29.2m, reflecting management's best estimate at the reporting date. Subsequent to the period-end, WMATA issued a notice of termination and services have ceased (see note 39). As a post-balance-sheet event, this termination has not been reflected in the calculation of the OCP as of 31 March 2026. Please see note 2 for further information. In the 15-months ending 31 March 2026 £38.6m has been charged in relation to the two onerous contracts (2024: £0.7m credit). Additionally, during the period, £0.2m has been recorded in interest costs for unwind of discounting of provisions (2024: £nil). Please refer to note 26 for sensitivities to the provision. #### (f) 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 March 2026, a final value has been reached and paid in June 2025, resulting in a re-measurement of the put liability of £0.8m 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. #### (g) Costs in relation to the legacy School Bus claims provision As part of the sale agreement of the North America School Bus (NASB) 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. £46.2m has been charged to the Income Statement in the 15-month period to 31 March 2026; 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, £0.8m has been recorded in interest costs for unwind of discounting of provisions. #### (h) Impairments and other costs associated with Morocco contract changes As a result of a change to the 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 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. The total financial impact as a result of the changes is £26.6m (2024: £nil) of which £20.7m was recorded in revenue and £5.9m 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. #### (i) 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 £45.3m at 31 March 2026 (2024 restated: £44.8m). #### (j) Adjusting tax charge The tax credit on adjusting items of £18.8m (2024 restated: £43.2m charge), comprises of £2.7m tax credit (2024: £1.3m tax credit) on goodwill impairment, a £4.9m tax credit (2024: £7.0m credit) on amortisation of intangible assets, a £20.8m tax credit (2024: £5.0m credit) on tax deductible adjusting items, a £9.3m tax credit (2024 restated: £56.5m charge) on recognition (2024: derecognition) of deferred tax assets which is also considered adjusting as it is material in size (£11.4m credit in relation to a prior period adjustment and £2.1m charge in current items) and non-recurring in nature, and a £18.9m tax charge (2024: £nil) in relation to an uncertain tax position. 156 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 6 Operating costs | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Cost of inventories recognised in expense | **86.3** | 71.1 | | Staff costs | **1,615.2** | 1,167.0 | | Depreciation – owned assets | **106.8** | 94.3 | | – leased assets | **58.8** | 44.8 | | Intangible asset amortisation – intangibles from acquired businesses | **24.8** | 20.7 | | – other intangible assets | **29.0** | 18.1 | | Gain on disposal of property, plant and equipment^{2} | **(6.6)** | (10.8) | | Gain on disposal of intangible assets | **(1.2)** | (0.8) | | Amortisation of fixed asset grants | **(4.7)** | (2.0) | | Leases – variable lease payments not included in the measurement of lease liabilities | **3.5** | 0.7 | | – expenses relating to short-term leases | **26.2** | 14.5 | | Adjusting items^{3} | **132.7** | 126.4 | | Other charges (see breakdown below) | **1,275.5** | 1,021.2 | | **Total operating costs from continuing operations** | **3,346.3** | 2,565.2 | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated for to represent prior periods for discontinued operations and prior period restatements; see notes 2 & 19 respectively for further information. $^{2}$ Gain on disposal of property, plant and equipment includes £4.5m (2024: £4.5m) in respect of UK depot sale and leasebacks. $^{3}$ Excludes amortisation from intangibles from acquired businesses which is included within intangible asset amortisation above. Included in operating costs above is £86.6m (2024: £55.1m) of grant income reflecting the elements of the UK Bus grant funding arrangement, compensating the business for the costs incurred in maintaining the bus network during the period. Over the period 2021-2023 the UK Bus division received government grants in relation to the introduction of electric vehicles in Coventry. The grants were initially recognised as deferred income on the Balance Sheet and were being released to the Income Statement in line with the relevant expenditure, which management had estimated to be the length of the contract for the assets the grant was intended to compensate (16 years ending in 2039). As a result of the formal decision to implement franchising in the West Midlands taken by the Mayor of the West Midlands in May 2025, management's best estimate of the relevant expenditure has changed to be the expenditure to the point of expected transfer of the Coventry depot and assets under franchising, being October 2027. This has led to an increase in the release of the deferred income in the period related to the grants of £8.0m (2024: £1.4m). Also included within operating costs in the current period is the release to the Income Statement of provisions of £5.7m (2024: £nil), which arose originally on acquisitions within Alsa but are outside the 12-month remeasurement period under IFRS 3. | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Fuel | **300.7** | 234.8 | | Vehicle hire | **171.2** | 126.9 | | Third party fees & related transport costs | **150.7** | 113.4 | | Rail track access charges | **139.3** | 110.4 | | Repairs and maintenance | **109.8** | 78.5 | | Insurance | **50.3** | 38.8 | | Legal and professional | **58.1** | 32.5 | | Sales & marketing | **24.7** | 21.6 | | Other | **270.7** | 264.3 | | **Total other charges from continuing operations** | **1,275.5** | 1,021.2 | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations and prior period restatements; see notes 2 & 19 respectively for further information. Mobico Group Annual Report for the 15-month period ending 31 March 2026 157 --- ## Notes to the Consolidated Accounts continued ### 7 Auditor's remuneration An analysis of fees paid to the Group's auditor is provided below: | | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024 £m | | --- | --- | --- | | Audit of the Group financial statements | 7.4 | 2.2 | | Audit of subsidiaries | 5.8 | 2.2 | | Audit-related assurance services | 0.3 | 0.1 | | Other audit services | – | 1.7 | | Non-audit services | 0.2 | 1.2 | | | **13.7** | **7.4** | Deloitte LLP resigned as auditor of the Group with effect from 19 September 2025. KPMG LLP were appointed as auditor of the Group with effect from 25 November 2025. Fees as disclosed in the table above for the 15-months ending 31 March 2026 were payable to KPMG LLP (12-months ending 31 December 2024: Deloitte LLP) with the exception of the following: - Audit-related assurance services of £0.3m related to the results for the six months to 30 June 2025 which were payable to Deloitte LLP; - Audit of subsidiaries of £5.8m includes £0.7m payable to other component auditors for the 12 month period to 31 December 2025; and - Non-audit services in the 12-months ending 31 December 2024 of £1.2m were payable to KPMG LLP as explained below. Other audit services in the prior period of £1.7m related to audits commissioned for the purposes of supporting a planned transaction – these were audits performed in accordance with auditing standards, to an audit level of independence, rather than assurance services. Non-audit services in the current period of £0.2m (2024: £1.2m) were payable to KPMG LLP. All of these services were contracted and wholly performed prior to KPMG LLP being appointed as auditor of the Group in November 2025. These comprised HR strategy advice, dispute advisory advice and purchase price allocation work in relation to a prior Group acquisition, and vendor due diligence work in respect of the North America School Bus (NASB) disposal which completed in July 2025. The Group reviewed these during the KPMG LLP onboarding process and have concluded that appropriate safeguards are in place which include Deloitte remaining as the component statutory auditor for the period in respect of one in-scope component where non-audit services were performed by KPMG LLP. As part of KPMG LLP's onboarding process, the Financial Reporting Council ('FRC') received KPMG LLP's application for a waiver of independence requirements in regard to the non-audit services already provided during the period and granted an exemption in respect of this. ### 8 Employee benefit costs | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Wages and salaries | 1,350.1 | 981.5 | | Social security costs | 249.2 | 171.8 | | Pension costs (note 32) | 10.8 | 9.1 | | Share-based payment (note 9) | 5.1 | 4.6 | | **Total employee benefit costs from continuing operations** | **1,615.2** | **1,167.0** | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations The average number of employees from continuing operations, including Executive Directors, during the period was as follows: | | 15-months ending 31 March 2026 | (Restated) 12-months ending 31 December 2024^{1} | | --- | --- | --- | | Managerial and administrative | 2,839 | 4,366 | | Operational | 29,258 | 26,474 | | | **32,097** | **30,840** | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations Details of key management compensation can be found in note 35. Refer to note 19 for employee benefit costs from discontinued operations 158 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 9 Share-based payments The charge in respect of share-based payment transactions included in the Group's Income Statement for the period is as follows: | | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024 £m | | --- | --- | --- | | Expense arising from share and share option plans | 5.1 | 4.6 | Details of options or awards outstanding at the end of the period under the Group's share schemes are as follows: | | Number of share options 31 March 2026 | Number of share options 31 December 2024 | Exercise price | Future exercise periods | | --- | --- | --- | --- | --- | | Long-Term Incentive Plan | 44,578,487 | 26,412,364 | nil | 2027-2031 | | West Midland Travel Long Service Option Scheme | 52,700 | 81,273 | 175p-412p | 2027-2030 | | Restricted Share Plan | 16,162,635 | 4,844,946 | nil | 2027-2031 | | Executive Directors' Salary Share Award | 721,883 | – | nil | 2027-2028 | | | 61,515,705 | 31,338,583 | | | During the 15-months ending 31 March 2026, the Group had five share-based payment arrangements, which are described below. ### (i) Long-Term Incentive Plan (LTIP) The LTIP is open to Executive Directors and certain senior managers with awards made at the discretion of the Remuneration Committee, normally on an annual basis and in the form of either a nil cost option over a certain number of shares in the Company, or a nil cost conditional share award over a certain number of shares in the Company Awards made to the Company's Executive Directors under the LTIP, vest on or around the third anniversary of grant subject to the Group's achievement of specific performance conditions set at the date of grant. Please refer to the audited sections of the Director's Remuneration Report for details of the performance conditions which are attached to the awards which are in flight at the end of the period and vested during the period. All targets are measured over the three-year financial period commencing with the period of grant. Unvested shares automatically lapse. Delivery of awards made to employees who are not Executive Directors may either (a) vest entirely on the third anniversary of grant, subject to the Group's achievement of specific performance conditions set at the date of grant, or (b) be delivered in two parts, comprising: (i) an award which vests on the third anniversary of grant, subject to achievement of performance conditions (which are measured over the three-period financial period commencing with the period of grant, and (ii) an award which is not subject to performance conditions (save for continued employment) and which vests in equal parts on each of the first three anniversaries of grant. Unvested shares automatically lapse. An accrual entitlement in respect of dividends paid by the Company during the vesting period attaches to vested shares and is paid to participants on vesting in shares. Similarly, an accrual entitlement in respect of dividends is payable on unexercised vested shares held by Executive Directors during their compulsory two-period holding period, which runs from the date of vesting (in parallel with the two-year exercise period). The LTIP allows for the grant to UK participants of an HMRC-approved share option over shares with a market value of up to a maximum of £60,000 outstanding at any time. These are usually awarded at the same time as, and with the same performance conditions as, the LTIP awards and work by way of set-off versus the vested LTIP share value on exercise with the excess LTIP option award being forfeited. Vested shares for all LTIP awards are either delivered in the form of market purchased shares held in the Company's Employee Benefit Trust (the 'Trust') or through the issue and allotment of new shares. The LTIP Rules afford the Company discretion to cash-settle vested awards: the Company's approach is to do so only in exceptional circumstances. ### (ii) Executive Deferred Bonus Plan (EDBP) The delivery of the annual bonus award for Executive Directors is structured in two distinct parts: an initial cash payment under the annual bonus plan and a one-period deferred payment award in the form of forfeitable shares in the Company granted under the EDBP. Release of the shares on the first anniversary of grant is not subject to any additional performance condition, save for continuing employment. Participants are entitled to receive any dividends paid by the Company on the shares while they are held in the Trust during the deferred period. ### (iii) West Midlands Travel Long Service Option Scheme (WMT LSOS) The WMT LSOS was used to reward WMT employees who attained 25 years' service. The market-value option award over a certain number of shares in the Company is exercisable between the third and tenth anniversary of grant. There are no performance conditions and shares are delivered on exercise through the Trust. No cash settlement alternative is available. The scheme is closed to new participants, with exercises on previous awards possible until 2030. Mobico Group Annual Report for the 15-month period ending 31 March 2026 159 --- ## Notes to the Consolidated Accounts continued ### 9 Share-based payments continued #### (iv) Restricted Share Plan (RSP) Individual awards to certain Group employees are made under the RSP at the discretion of the Remuneration Committee, and may take the form of nil cost options, conditional share awards, or cash-based awards. All awards granted to date have taken the form of conditional share awards with vesting periods ranging from 1 to 3 periods. No performance conditions are attached to RSP conditional share awards which have been granted to date, save for continued employment, but the Remuneration Committee can attach performance conditions over future awards at its discretion. For all awards to date, an accrual entitlement in respect of dividends paid by the Company during the vesting period attaches to vested shares and is paid to participants on vesting in shares. Vested shares for all RSP awards are normally delivered in the form of market purchased shares held in the Trust. The RSP Rules afford the Company discretion to cash-settle vested awards: the Company's approach is to do so only in exceptional circumstances. #### (v) Executive Directors' Salary Share Award During the 15-months ending 31 March 2026, the Remuneration Committee agreed to introduce a share-based element of remuneration as part of the Executive Chair and Group Chief Financial Officer's fixed pay. These awards, which take the form of a nil cost option over a certain number of shares in the Company, are not subject to performance conditions (save for continued employment) and ordinarily vest on the anniversary of the date each participating Executive Director commenced employment with the Company. An accrual entitlement in respect of dividends paid by the Company during the vesting period, and, where applicable, during the Executive Directors' compulsory two-year holding period, attaches to vested shares and is paid to participants on vesting in shares. Please see the audited sections of the Directors' Remuneration Report for more information. For the following disclosure, share options with a nil exercise price have been disclosed separately to avoid distorting the weighted average exercise prices. The number of share options in existence during the period was as follows: | | 15-months ending 31 March 2026 | | 12-months ending 31 December 2024 | | | --- | --- | --- | --- | --- | | | Number of share options | Weighted average exercise price p | Number of share options | Weighted average exercise price p | | Options without a nil exercise price: | | | | | | At the beginning of the period | 81,273 | 282 | 107,583 | 284 | | Granted during the period | - | - | - | - | | Forfeited during the period | - | - | (2,000) | 175 | | Exercised during the period | - | - | - | - | | Expired during the period | (28,573) | 304 | (24,310) | 300 | | **Outstanding at the end of the period** | **52,700** | **269** | **81,273** | **282** | | **Exercisable at the end of the period** | **52,700** | **269** | **81,273** | **282** | | Options with a nil exercise price: | | | | | | At the beginning of the period | 31,257,310 | nil | 12,543,416 | nil | | Granted during the period | 60,080,434 | nil | 23,312,708 | nil | | Forfeited during the period | (11,036,491) | nil | (1,246,069) | nil | | Exercised during the period | (5,790,141) | nil | (825,839) | nil | | Expired during the period | (13,048,107) | nil | (2,526,906) | nil | | **Outstanding at the end of the period** | **61,463,005** | **nil** | **31,257,310** | **nil** | | **Exercisable at the end of the period** | **1,643,364** | **nil** | **14,278** | **nil** | | **Total outstanding at the end of the period** | **61,515,705** | | **31,338,583** | | | **Total exercisable at the end of the period** | **1,696,064** | | **95,551** | | 160 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 9 Share-based payments continued The options outstanding at 31 March 2026 had exercise prices that were between 175p and 412p (2024: between 175p and 412p) excluding options with a nil exercise price. The range of exercise prices for options was as follows: | Exercise price (p) | 31 March 2026 Number | 31 December 2024 Number | | --- | --- | --- | | 100–300 | **30,000** | 37,327 | | 301–350 | – | 21,246 | | 351–450 | **22,700** | 22,700 | | | **52,700** | 81,273 | The options have a weighted average contractual life of two years (2024: two years). Options were exercised regularly throughout the period and the weighted average share price at exercise was 24p (2024: 67p). The aggregate gains of the Executive Directors arising from any exercise of options during the period totalled £nil (2024: £0.1m). The fair value of the share options granted during the period under the LTIP scheme was calculated using the Monte Carlo method, with the following assumptions and inputs: | | 31 March 2026 | 31 December 2024 | | --- | --- | --- | | Risk-free interest rate | **3.79%-4.22%** | 3.79%-4.37% | | Expected volatility | **56%-66%** | 48%-49% | | Peer group volatility | **6%-182%** | 23%-37% | | Expected option life in years | **1-3 years** | 3 years | | Expected dividend yield | **0.00%** | 0.00% | | Weighted average share price at grant date | **23p** | 51p | | Weighted average exercise price at grant date | **nil** | nil | | Weighted average fair value of options at grant date | **13p** | 51p | The risk-free interest rate was calculated based on zero-coupon government bond yields in the United Kingdom, with a time-to-maturity commensurate with the remaining performance period, at the date of grant. Expected volatility was calculated based on the historical volatility of the share prices of Mobico and the comparator companies in the peer group (on a daily basis) over a period commensurate with the remaining performance period, at the date of grant. Expected dividend yield was excluded from the model, given each participant is entitled to receive a dividend equivalent. For share options granted during the period under the LTIP, the TSR targets have been reflected in the calculation of the fair value of the options above. Mobico Group Annual Report for the 15-month period ending 31 March 2026 161 --- ## Notes to the Consolidated Accounts continued ### 10 Net finance costs | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Bond and bank interest payable | 74.9 | 58.5 | | Lease interest payable (note 33) | 11.8 | 10.4 | | Other interest payable | 14.1 | 11.1 | | Unwind of discounting of provisions | 1.1 | 0.7 | | Net interest cost on defined benefit pension obligations (note 32) | 0.2 | 1.1 | | **Finance costs before adjusting items** | **102.1** | **81.8** | | Adjusting items: | | | | Unwind of discounting of provisions | 6.0 | 2.8 | | Total finance costs after adjusting items | 108.1 | 84.6 | | Lease interest income (note 33) | (1.2) | (0.5) | | Other financial income | (5.9) | (1.7) | | **Total finance income** | **(7.1)** | **(2.2)** | | **Net finance costs after adjusting items from continuing operations** | **101.0** | **82.4** | | Of which, from financial instruments: | | | | Financial assets measured at amortised cost | (6.8) | (1.7) | | Financial liabilities measured at amortised cost | 85.3 | 63.3 | | Derivatives | 8.4 | 11.8 | | Loan fee amortisation | 2.8 | 2.2 | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations and prior period restatements; see notes 2 & 19 respectively for further information. ### 11 Taxation #### (a) Analysis of taxation charge in the Income Statement | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | **Current taxation:** | | | | UK corporation tax | – | (0.2) | | Overseas corporate income tax | 50.0 | 33.9 | | Current corporate income tax charge | 50.0 | 33.7 | | Adjustments with respect to prior periods – UK and overseas | 0.6 | 1.2 | | **Total current corporate income tax charge from continuing operations** | **50.6** | **34.9** | | **Deferred taxation (note 27):** | | | | Origination and reversal of temporary differences | 2.4 | (2.7) | | Derecognition of deferred tax assets | 2.1 | 57.5 | | Adjustments with respect to prior periods – UK and overseas | (8.9) | 4.3 | | **Total deferred tax (credit)/charge from continuing operations (note 11(d))** | **(4.4)** | **59.1** | | **Total tax charge for the period from continuing operations** | **46.2** | **94.0** | | The tax charge for the continuing Group comprises: | | | | Tax charge on profit before adjusting items | 65.0 | 50.8 | | Tax (credit)/charge on adjusting items | (18.8) | 43.2 | | **Total tax charge for the period from continuing operations** | **46.2** | **94.0** | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations and for prior period restatements. See note 5 for further details on tax (credit)/charge on adjusting items. 162 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 11 Taxation continued ### (b) Reconciliation of the total tax charge in the Income Statement | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Loss before tax from continuing operations | **(89.2)** | (50.4) | | Notional tax credit at UK corporation tax rate of 25% (2024: 25%) | **(22.3)** | (12.6) | | **Recurring items:** | | | | Deferred tax assets not recognised on restricted interest expenses (note 27) | **24.1** | 17.2 | | Effect of overseas tax rates | **(3.5)** | (6.2) | | Tax incentives | **(2.4)** | (4.4) | | Non-deductible expenses | **1.4** | 3.4 | | Adjustments with respect to prior periods | **(8.2)** | 5.5 | | State taxes/minimum tax | **0.1** | 0.1 | | **Non-recurring items:** | | | | Derecognition of deferred tax assets | **2.1** | 57.5 | | Non-deductible goodwill impairment | **(2.6)** | (0.7) | | Deferred tax assets not recognised in respect of current period losses | **48.9** | 30.3 | | Non-deductible expenses | **(2.4)** | 5.3 | | Utilisation in current period of previously unrecognised tax losses | **(7.4)** | (3.4) | | Taxable release of provision for impairment of investments | **(0.2)** | 2.3 | | Reduced taxable profit from indexation relief on UK property disposals | **(0.3)** | (1.2) | | Tax on intercompany dividends within Spanish sub-group | – | 0.8 | | Effect of reduction in tax rates | – | 0.1 | | Uncertain tax position | **18.9** | – | | **Total tax charge reported in the Income Statement from continuing operations (note 11(a))** | **46.2** | 94.0 | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations and prior period restatements; see notes 2 & 19 respectively for further information. Included within the reconciliation of the total tax charge for the current period are a number of recurring items. The Group's tax charge continues to be significantly impacted by the UK's Corporate Interest Restriction rules which limit tax deductions for interest expenses to 30% of 'Tax EBITDA'. The Group's tax charge benefits from tax incentives of £2.4m (2024: £4.4m) comprising of tax credits in respect of new investments in the Canary Islands of £1.8m (2024: £2.0m), reinvestment relief in Spain of £0.3m (2024: £1.7m) and other reliefs of £0.3m (2024: £0.7m). Included within the reconciliation of the total tax charge for the current period are a number of non-recurring items, the most significant of which are deferred tax assets not recognised in respect of current period losses of £48.9m in the UK, Germany, Spain and the US (2024: £30.3m in Spain and Morocco) and utilisation of previously unrecognised tax losses of £7.4m in Morocco (2024: £3.4m). An uncertain tax position has also been recognised in respect of transfer pricing as noted below. Non-deductible expenses of £2.4m (2024: £5.3m) relate principally to the sale of the North America School Bus business (NASB). ### (c) Uncertain tax positions As an international group, cross-border transactions frequently involve complex transfer pricing methodologies over a number of years. At 31 March 2026, the Group held provisions for uncertain tax positions of £18.9m (2024: £nil), representing management's best estimate of such transfer pricing uncertainties. Mobico Group Annual Report for the 15-month period ending 31 March 2026 163 --- ## Notes to the Consolidated Accounts continued ### 11 Taxation continued #### (d) Deferred tax included in the Income Statement | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Derecognition of deferred tax assets | 2.1 | 57.5 | | Recognition of deferred tax assets in the current period | (11.4) | (3.9) | | Previously recognised tax losses | (3.6) | 2.9 | | Accelerated tax depreciation | 1.5 | (6.8) | | Other short-term temporary differences | 7.0 | 9.4 | | **Deferred tax (credit)/charge (note 11(a))** | **(4.4)** | **59.1** | $^{1}$ The results for the 12-months ending 31 December 2024 have been restated to represent prior periods for discontinued operations and for prior period restatements Details on the Balance Sheet position of deferred tax are included in note 27. #### (e) Pillar Two – Global minimum top-up tax The Organization for Economic Cooperation and Development ('OECD') published the Global Anti-Base Erosion ('GloBE') Model Rules which include a minimum 15% tax rate by jurisdiction ('Pillar Two'). The Pillar Two rules provide that if, in certain jurisdictions where the Group operates, the effective tax rate, 'ETR' (adjusted corporate income tax expense divided by the profit before tax in that jurisdiction) falls below 15%, then the Group will be required to pay an additional tax ('top-up tax') to reach the 15% minimum tax rate threshold. On 20 June 2023, the UK substantively enacted the Pillar Two rules, effective from 1 January 2024. Therefore, an assessment of the Group's potential exposure to Pillar Two top-up taxes has been performed based on the draft FY24 tax filings, CbCr and financial statements for the constituent entities in the Group. Based on this assessment, the Group does not anticipate any significant exposure to Pillar Two top-up taxes. Therefore, for the period ended 31 March 2026, the Group's current tax expense includes £nil for Pillar Two top-up taxes. The Group has applied the amendment to IAS 12, Income Taxes, which provides a mandatory temporary exception from recognising or disclosing deferred taxes related to Pillar Two. ### 12 Dividends paid and proposed An interim dividend was not declared and paid during the period (2024: £nil). No final ordinary dividend has been proposed (2024: £nil). ### 13 Earnings per share | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Basic earnings per share from continuing operations | (28.2)p | (28.6)p | | Diluted earnings per share from continuing operations | (28.2)p | (28.6)p | | Basic earnings per share from continuing & discontinued operations | (59.9)p | (136.0)p | | Diluted earnings per share from continuing & discontinued operations | (59.9)p | (136.0)p | $^{1}$ Restated for prior period restatements, see note 2 for further information 164 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 13 Earnings per share continued #### From continuing and discontinued operations The calculation of the basic and diluted earnings per share is based on the following data: | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Loss attributable to equity shareholders | (336.5) | (810.1) | | Accrued payments on hybrid instrument | (28.3) | (21.3) | | **Earnings attributable to equity shareholders** | **(364.8)** | **(831.4)** | $^{1}$ Restated for prior period restatements, see note 2 for further information #### Number of shares | | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024 £m | | --- | --- | --- | | Basic weighted average shares | 608,648,284 | 611,292,234 | | Adjustment for dilutive potential ordinary shares^{1} | 59,300,798 | 24,816,797 | | **Diluted weighted average shares** | **667,949,082** | **636,109,031** | $^{1}$ Potential ordinary shares have the effect of being anti-dilutive for diluted earnings per share in both the current and prior periods, and have been excluded from the calculation of diluted earnings per share. #### From continuing operations The calculation of the basic and diluted earnings per share is based on the following data: | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Loss attributable to equity shareholders | (143.2) | (153.4) | | Accrued payments on hybrid instrument | (28.3) | (21.3) | | **Earnings attributable to equity shareholders** | **(171.5)** | **(174.7)** | $^{1}$ Restated for prior period restatements, see note 2 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. Mobico Group Annual Report for the 15-month period ending 31 March 2026 165 --- ## Notes to the Consolidated Accounts continued ### 14 Intangible assets | | Goodwill £m | Customer contracts £m | Service concession intangibles £m | Software £m | Contract costs £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | | **Cost:** | | | | | | | | At 1 January 2025 | 1,632.1 | 867.2 | 122.6 | 151.6 | 41.1 | 2,814.6 | | Acquisitions (note 19) | (13.8) | 14.6 | – | 1.7 | – | 2.5 | | Additions | – | 1.3 | 101.8 | 8.5 | 0.5 | 112.1 | | Disposals | – | (29.8) | (17.0) | (8.6) | – | (55.4) | | Transfer to assets held for sale | (568.8) | (234.4) | – | (69.1) | (6.6) | (878.9) | | Foreign exchange | 11.1 | 7.6 | 6.9 | (2.3) | 1.6 | 24.9 | | **At 31 March 2026** | **1,060.6** | **626.5** | **214.3** | **81.8** | **36.6** | **2,019.8** | | **Amortisation and impairment:** | | | | | | | | At 1 January 2025 | 846.8 | 789.6 | 34.2 | 126.3 | 31.5 | 1,828.4 | | Charge for period | – | 25.2 | 22.1 | 8.9 | 0.7 | 56.9 | | Revaluation | – | 2.0 | – | – | – | 2.0 | | Disposals | – | (29.7) | – | (8.0) | 0.7 | (37.0) | | Transfer to assets held for sale | (527.4) | (204.6) | – | (61.9) | (2.1) | (796.0) | | Foreign exchange | (12.4) | 9.3 | 2.0 | (2.3) | 1.6 | (1.8) | | **At 31 March 2026** | **307.0** | **591.8** | **58.3** | **63.0** | **32.4** | **1,052.5** | | **Net book value:** | | | | | | | | **At 31 March 2026** | **753.6** | **34.7** | **156.0** | **18.8** | **4.2** | **967.3** | | At 1 January 2025 | 785.3 | 77.6 | 88.4 | 25.3 | 9.6 | 986.2 | Goodwill has an indefinite useful life. All other categories of intangible assets have a finite useful life. Useful lives are disclosed in the accounting policies in note 2. Amortisation charges are shown within operating costs in the Income Statement. The Group recognises service concession intangibles for public service vehicles where the Group has the right to charge passengers of the public service in accordance with IFRIC 12 Service Concession Arrangements. Note 36 includes further details of the Group's service concession arrangements. Intangible assets other than goodwill (as described below) are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Transfer to assets held for sale arose from the disposal of the North America School Bus and National Express Transport Solutions businesses during the period. Please refer to note 19 for further information in relation to both disposals and the impairment charges that arose on reclassification of the disposal group as held for sale. #### Goodwill allocation – cash-generating units As required by IAS 36, goodwill is allocated to cash-generating units (CGUs), the lowest level at which independent cash inflows can be identified. During the period ended 31 March 2026, management exercised judgement to refine the identification of the CGUs, determining that the lowest level of independent cash inflows occurs within regions in Alsa and within individual locations in WeDriveU. Because the Group's goodwill stems from historic, highly integrated bolt-on acquisitions that generate widespread operational synergies, it is not reasonably practical to allocate these balances to the disaggregated individual CGUs. Consequently, management exercises judgement to monitor and test goodwill for impairment at the broader group of CGUs level, which represents the lowest level at which the Chief Operating Decision Maker reviews aggregated financial performance. #### Changes in goodwill during the year During the period ended 31 March 2026, the Group disposed of the School Bus division and the remainder of the NXTS division (formerly part of the UK CGU). Goodwill in relation to the School Bus business had been fully impaired as at 31 December 2024, ahead of its disposal in July 2025. Goodwill for the former UK CGU reduced from £50.1m at 31 December 2024 to £8.7m as of 31 December 2025 following the NXTS disposal, with an impairment of £39.4m recognised during the period. 166 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 14 Intangible assets continued ### Restructure of UK business and impairment test of UK Coach Following an operational restructuring effective 1 January 2026, management applied judgement to separate the UK operations, establishing UK Bus and UK Coach as standalone CGUs. An impairment assessment was conducted on the £8.7m of goodwill identified as relating to the UK Coach CGU, since the restructuring of UK operations represented an indicator of impairment. The assessment followed the same approach as the annual impairment tests conducted at 31 March 2026 as described more fully below, with key inputs being the long term growth rate, discount rate and forecast cash flows. The impairment assessment resulted in headroom of £13.5m and it was not considered likely that reasonably possible changes in key inputs could result in the recoverable amount (based on its value-in-use) dropping below the carrying value of goodwill. As a result, no impairment was identified and no sensitivity analysis has been provided. ### Carrying value by cash generating unit The carrying value by cash-generating unit is as follows: | | 31 March 2026 £m | 31 December 2024 £m | | --- | --- | --- | | UK^{1} | 8.7^{1} | 50.1^{1} | | WeDriveU | 149.8 | 158.3 | | Alsa^{1} | 595.1 | 576.9 | | | **753.6** | **785.3** | $^{1}$ Effective from 1 January 2026, the UK Coach business is now a standalone cash generating unit. As at 31 December 2024, the combined UK Bus and Coach businesses were identified as one cash-generating unit. Following the restructure as of 1 January 2026, there is no goodwill attributable to the UK Bus business. ### Methodology The group's annual impairment assessment was conducted on 31 March 2026. The purpose of this assessment is to compare the carrying value of a CGU with its recoverable amount, being the higher of i) fair value less cost of disposal, and ii) value in use, where value in use would typically be the expected cash flows to be generated operating the business into perpetuity. The recoverable amount of each group of CGUs was determined using a value in use methodology that is based on the five-year board-approved strategic plan. The calculation of value in use for each CGU is most sensitive to the assumptions over cash flows (as further detailed below), discount rates and the growth rate used to extrapolate cash flows into perpetuity beyond the five-year period of the management plan. A growth rate for each group of CGUs has been consistently applied in the impairment review for all CGUs, based on an estimate of long run inflation. Growth rates do not exceed the historic average growth rates of the relevant markets in which the CGUs operate. Discount rates for each geography are derived from a market participant's weighted average cost of capital, calculated from externally available input data. The discount rate is a key assumption applied in the impairment review. The discount rates and perpetual growth rates 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 | | | --- | --- | --- | --- | --- | | | 31 March 2026 | 31 December 2024 | 31 March 2026 | 31 December 2024 | | UK | 11.3% | 10.4% | 2.0% | 2.9% | | WeDriveU | 10.6% | 10.3% | 2.2% | 3.8% | | Alsa | 11.3% | 12.8% | 2.0% | 3.4% | Cash flow projections are another key estimate within in the impairment review, in particular regarding the level of operating profit generation and the proportion of operating profit converted to cash in each year (primarily as a result of capital expenditure and working capital movements). Cash flow projections are taken from the board-approved strategic plan for the period to 2030, supplemented by a terminal value calculation into perpetuity. Forecast revenue and operating margins are based on past performance and management's expectations for the future. Revenue projections are sensitive to assumptions around contract retention, passenger demand and pricing, whilst adjusted operating margin projections additionally depend on the levels of cost inflation (much of which is contractually protected) and the benefit of turnaround actions and cost savings initiatives. Management has considered the forecasting risks associated with these profit improvement initiatives included in the Group's board-approved five-year plan, primarily those in the Simplify for Success programme, and only included the benefit of initiatives where there were detailed plans available as of the goodwill impairment testing date to support confidence in delivery. Inclusion of the cost reduction benefits from these programmes would increase the available headroom for all CGUs. As the plans become more advanced we expect these savings to be incorporated in future assessments. Mobico Group Annual Report for the 15-month period ending 31 March 2026 167 --- ## Notes to the Consolidated Accounts continued ### 14 Intangible assets continued Capital expenditure is projected over the first five years using a detailed forecast of the capital requirements of the Group for new and replacement vehicles and other assets. In the extrapolation of cash flows into perpetuity (the “terminal value”), capital expenditure is assumed to be a 1:1 ratio to depreciation. #### Climate change risk assessment The assumptions underpinning the cash flow projections also take account of the climate change risk assessment exercise from which the pertinent conclusions were as follows: - Whilst the global temperature rise above pre-industrial levels increases the likelihood of extreme weather events, the geographical diversity of the Group means that the risk to the Group as a whole is unlikely to be material; no worsening of climate conditions over and above recent experience has specifically been factored into the cash flow projections. - The Group’s planning assumption is that input costs will not rise significantly above inflation on the basis that, for electric vehicles for example, supply will increase to match demand, and technological advances will also help decrease manufacture costs. The Group expects to utilise hydrogen or electric vehicles in the transition to zero emission fleet in long haul coach services and the Group assumes that total cost of ownership for these vehicles will also be no worse than at parity with their diesel equivalents over their useful lives, albeit may require some level of government subsidies on the capital cost and/or the hydrogen fuel. We will be closely following emerging solutions for the considerably larger haulage industry, which will likely accelerate the emergence of technology and infrastructure solutions into the market. - The Group already has stated targets for the transition to zero emission fleets. The Group has assessed as very low the risk of the current fleet having a net book value higher than their residual value at the Group’s targeted transition date and has therefore concluded that no changes to the useful economic lives of the Group’s current fleet are required. Some ZEV suppliers are actively buying back diesel vehicles to accelerate the introduction of electric vehicles. There is also a secondhand market (especially large in the North America Transit business) enabling recovery of any net book value of diesel vehicles. - The opportunity from modal shift from private cars to public transport is potentially material and has not been specifically modelled in the Group’s long-term cash flow projections used in the value in use calculation, as central governments, transport authorities and city councils introduce measures to tackle congestion, pollution and emissions. We see that the benefits of modal shift outweigh the costs of having to comply with new regulations. #### Results of the 31 March 2026 impairment assessment The value in use of the UK Coach CGU exceeds its carrying amount by £67.7m. The value in use of the Alsa division exceeds its carrying amount by £768.0m (31 December 2024: £274.6m). The value in use of the WeDriveU division exceeds its carrying amount by £133.4m (31 December 2024: £266.9m). For the Alsa CGU, headroom has increased significantly from £274.6m to £768.0m as a result of an improvement in the cash flow forecast, with higher levels of EBITDA generation and reduced capital expenditure now expected as more contracts have been converted to IFRIC 12 arrangements, which do not involve upfront capex. The reduction in the pre-tax discount rate from 12.8% to 11.3% has also contributed to increased headroom, albeit this is offset by a reduction in the long term growth rate. For the WeDriveU CGU, headroom has reduced from £266.9m to £133.4m as a result of the increased discount rate and reduced perpetual growth rate applied, as well as a reduction in the level of operating profit projected in the impairment assessment as a result of taking a cautious view on exclusion of cost saving actions which were less fully developed as of the balance sheet date. Impairment of goodwill for both the Alsa and WeDriveU group of CGUs 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. #### Sensitivities to key assumptions Sensitivity analysis has also 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. | Change required to reduce headroom to nil; all expressed as percentage point changes | WeDriveU | | Alsa | | | --- | --- | --- | --- | --- | | | 31 March 2026 | 31 December 2024 | 31 March 2026 | 31 December 2024 | | Increase in pre-tax discount rate | 4.9% | 4.9% | 8.3% | 3.0% | | Reduction in long term growth rate | 5.2% | 4.6% | 10.0% | 2.8% | | Reduction in adjusted operating profit margin | 3.0% | 3.7% | 4.2% | 2.0% | 168 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ## 14 Intangible assets continued | | Goodwill £m | Customer contracts £m | Service concession intangibles £m | Software £m | Contract costs £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | | Cost: | | | | | | | | At 1 January 2024 | 1,623.0 | 890.0 | 124.0 | 144.3 | 36.3 | 2,817.6 | | Acquisitions | 53.1 | 1.9 | – | 0.1 | – | 55.1 | | Additions | – | 0.6 | 2.0 | 6.0 | 5.4 | 14.0 | | Disposals | (2.3) | (4.3) | (0.3) | (0.9) | – | (7.8) | | Reclassifications | (7.3) | (1.3) | – | 2.3 | 1.0 | (5.3) | | Foreign Exchange | (34.4) | (19.7) | (3.1) | (0.2) | (1.6) | (59.0) | | At 31 December 2024 | 1,632.1 | 867.2 | 122.6 | 151.6 | 41.1 | 2,814.6 | | Depreciation and impairment: | | | | | | | | At 1 January 2024 | 312.3 | 787.5 | 23.1 | 112.8 | 30.1 | 1,265.8 | | Charge for the period | – | 26.2 | 11.6 | 10.6 | 1.8 | 50.2 | | Disposals | – | (4.0) | (0.3) | (0.7) | – | (5.0) | | Impairments | 547.7 | 0.3 | – | 3.2 | – | 551.2 | | Reclassifications | (7.3) | (1.4) | – | 0.4 | 1.0 | (7.3) | | Foreign exchange | (5.9) | (19.0) | (0.2) | – | (1.4) | (26.5) | | At 31 December 2024 | 846.8 | 789.6 | 34.2 | 126.3 | 31.5 | 1,828.4 | | Net book value: | | | | | | | | At 31 December 2024 | 785.3 | 77.6 | 88.4 | 25.3 | 9.6 | 986.2 | | At 1 January 2024 | 1,310.7 | 102.5 | 100.9 | 31.5 | 6.2 | 1,551.8 | ## 15 Property, plant and equipment | | Land and buildings £m | Public service vehicles £m | Plant and equipment, fixtures and fittings £m | Total £m | | --- | --- | --- | --- | --- | | Cost: | | | | | | At 1 January 2025 (restated)^{1} | 436.9 | 2,194.4 | 193.2 | 2,824.5 | | Acquisitions (note 19) | – | 7.6 | 0.7 | 8.3 | | Additions | 39.5 | 159.8 | 20.0 | 219.3 | | Disposals | (35.4) | (219.6) | (6.1) | (261.1) | | Transfer to assets held for sale | (107.9) | (941.5) | (22.7) | (1,072.1) | | Reclassifications | (1.1) | 0.7 | 0.5 | 0.1 | | Foreign Exchange | (1.8) | (13.6) | 4.1 | (11.3) | | At 31 March 2026 | 330.2 | 1,187.8 | 189.7 | 1,707.7 | | Depreciation and impairment: | | | | | | At 1 January 2025 (restated)^{1} | 240.6 | 1,202.7 | 142.7 | 1,586.0 | | Charge for the period | 41.7 | 133.5 | 15.0 | 190.2 | | Disposals | (30.8) | (152.4) | (6.0) | (189.2) | | Transfer to assets held for sale | (74.7) | (552.0) | (13.1) | (639.8) | | Reclassifications | (0.6) | 1.4 | – | 0.8 | | Foreign exchange | (0.9) | (11.7) | 3.2 | (9.4) | | At 31 March 2026 | 175.3 | 621.5 | 141.8 | 938.6 | | Net book value: | | | | | | At 31 March 2026 | 154.9 | 566.3 | 47.9 | 769.1 | | At 1 January 2025 (restated)^{1} | 196.3 | 991.7 | 50.5 | 1,238.5 | $^{1}$ Restated for prior period restatements, see note 2 for further information Mobico Group Annual Report for the 15-month period ending 31 March 2026 169 --- ## Notes to the Consolidated Accounts continued ### 15 Property, plant and equipment continued Depreciation on public service vehicles is calculated using the straight-line method to write off the cost or fair value at acquisition of each asset to its residual value over its estimated useful life (or lease term, if shorter). Useful lives are disclosed in the accounting policies in note 2. Details of leased assets included within property, plant and equipment are provided in note 33. | (Restated)^{1} | Land and buildings £m | Public service vehicles £m | Plant and equipment, fixtures and fittings £m | Total £m | | --- | --- | --- | --- | --- | | Cost: | | | | | | At 1 January 2024 | 395.9 | 2,196.2 | 199.9 | 2,792.0 | | Acquisitions | 1.7 | 24.4 | 0.5 | 26.6 | | Additions | 58.9 | 212.7 | 22.8 | 294.4 | | Disposals | (25.4) | (182.4) | (16.1) | (223.9) | | Reclassifications | 9.6 | (30.2) | (10.1) | (30.7) | | Foreign Exchange | (3.8) | (26.3) | (3.8) | (33.9) | | At 31 December 2024 | 436.9 | 2,194.4 | 193.2 | 2,824.5 | | Depreciation and impairment: | | | | | | At 1 January 2024 | 205.5 | 1,222.3 | 148.4 | 1,576.2 | | Charge for the period | 41.8 | 170.0 | 12.1 | 223.9 | | Disposals | (16.5) | (156.2) | (10.4) | (183.1) | | Impairments | 1.4 | 3.5 | 0.6 | 5.5 | | Reclassifications | 10.6 | (24.6) | (4.9) | (18.9) | | Foreign exchange | (2.2) | (12.3) | (3.1) | (17.6) | | At 31 December 2024 | 240.6 | 1,202.7 | 142.7 | 1,586.0 | | Net book value: | | | | | | At 31 December 2024 | 196.3 | 991.7 | 50.5 | 1,238.5 | | At 1 January 2024 | 190.4 | 973.9 | 51.5 | 1,215.8 | $^{1}$ Restated for prior period restatements, see note 2 for further information ### 16 Subsidiaries The companies listed below include all those which principally affect the results and net assets of the Group. A full list of subsidiaries, joint ventures and associates is disclosed in note 38, along with the addresses of their registered offices. The principal country of operation in respect of the companies below is the country in which they are incorporated. Mobico Group PLC is the beneficial owner of all the equity share capital, either itself or through subsidiaries, of the companies. | Incorporated in England and Wales | | % equity interest | | | --- | --- | --- | --- | | | | 31 March 2026 | 31 December 2024 | | National Express Limited | Operation of coach services | 100 | 100 | | West Midlands Travel Limited | Operation of bus services | 100 | 100 | | Incorporated in the United States | | % equity interest | | | --- | --- | --- | --- | | | | 31 March 2026 | 31 December 2024 | | Durham School Services LP | Operation of school bus services | – | 100 | | Petermann Ltd | Operation of school bus services | – | 100 | | National Express Transit Corporation | Operation of transit bus services | 100 | 100 | | National Express Transit Services Corporation | Operation of transit bus services | 100 | 100 | | WeDriveU Inc. | Operation of shuttle services | 100 | 100 | 170 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 33 Leases continued #### (a) Amounts recognised in the Balance Sheet The maturity analysis of the discounted lease payments are as follows: | Net investment in the lease | 31 March 2026 £m | 31 December 2024 £m | | --- | --- | --- | | Current | 4.4 | 3.2 | | Non-current | 13.4 | 14.8 | | | 17.8 | 18.0 | The Group also sub-leases some of its property and public service vehicles. The Group has classified these sub-leases as operating leases because they do not transfer substantially all of the risks and rewards incidental to the right-of-use assets. The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date. | Operating lease receipts | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024 £m | | --- | --- | --- | | Within one year | 0.3 | 2.0 | | After one year but not more than five years | 0.1 | 0.4 | | More than five years | – | 0.2 | | | 0.4 | 2.6 | #### (b) Credits recognised in the Income Statement | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Interest income on sub-leases (note 10) | 1.2 | 0.5 | | Income from sub-leasing right-of-use assets (included in other revenue) | 2.4 | 1.6 | $^{1}$ The results for the year to 31 December 2024 have been restated for prior period restatements and to represent prior periods for discontinued operations, see note 2 & 19 respectively for further information. #### (c) Amounts recognised in the Cash Flow Statement | | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024 £m | Included within | | --- | --- | --- | --- | | Receipt of interest (note 10) | 1.2 | 0.5 | Cash flows from operating activities | | Receipt of principal | 5.0 | 3.8 | Cash flows from investing activities | | Receipt of operating lease income | 2.4 | 5.5 | Cash generated from operations | | Total cash inflow for leases | 8.6 | 9.8 | | Mobico Group Annual Report for the 15-month period ending 31 March 2026 211 --- ## Notes to the Consolidated Accounts continued ### 34 Commitments, contingencies and insurance contracts #### (a) Capital commitments | | 31 March 2026 £m | 31 December 2024 £m | | --- | --- | --- | | Contracted | 146.3 | 167.5 | The Group is committed to various vehicle purchases in WeDriveU and Alsa. Other commitments in relation to vehicle financing are described in note 33. #### (b) Contingent liabilities ##### School Bus disposal The original proceeds received on completion of the sale of the North America School Bus (NASB) 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 March 2026 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 £34.9m, 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 within the next 12-months. ##### UK Coach legal claim In March 2026 a subsidiary of the Group in the UK Coach division received a Letter before Action from a vehicle supplier in relation to the supply of vehicles and undelivered orders. The total claim is for in excess of c.£22m. Based on legal advice, management have made a best estimate of the likely outcome and as a result the Group has made a total provision of c.£4m which incorporates legal costs related to the claim, provision for certain penalties associated with not meeting minimum vehicle order commitments that may become payable, and provision for certain amounts owed by the supplier to the Group which remained unpaid and in dispute as at the Balance Sheet date. ##### 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 (whilst noting the two specific matters referred to above) 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 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 March 2026, the Group had performance bonds in respect of businesses in the USA of £6.1m (2024: £207.0m), in Spain of £115.5m (2024: £107.9m), in Germany of £57.5m (2024: £54.9m) and in the Middle East of £1.6m (2024: £6.4m). Letters of credit have been issued to support insurance retentions of £91.1m (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). 212 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 35 Related party transactions The following transactions took place with related parties during the current and prior periods: | | Amounts of transactions | | Amounts due from related parties | | Amounts due to related parties | | | --- | --- | --- | --- | --- | --- | --- | | | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024 £m | 31 March 2026 £m | 31 December 2024 £m | 31 March 2026 £m | 31 December 2024 £m | | **Joint ventures and associates** | | | | | | | | Bahrain Public Transport Company W.L.L. | 1.0 | 0.4 | 0.3 | 0.2 | – | – | | Alsa associates | 5.7 | 4.9 | 2.5 | 3.0 | (0.4) | (0.5) | | North America associates | – | 0.2 | – | – | – | – | | **Total joint ventures and associates** | **6.7** | **5.5** | **2.8** | **3.2** | **(0.4)** | **(0.5)** | | **Trade investments** | | | | | | | | Alsa trade investments | 14.4 | 9.1 | 4.1 | 0.9 | (2.2) | (1.1) | | **Total investments** | **14.4** | **9.1** | **4.1** | **0.9** | **(2.2)** | **(1.1)** | | **Significant shareholders** | | | | | | | | Alsa transactions with significant shareholders | 9.9 | 12.7 | 0.8 | 0.5 | (0.2) | (4.3) | | **Total significant shareholders** | **9.9** | **12.7** | **0.8** | **0.5** | **(0.2)** | **(4.3)** | | **Total other related parties** | **24.3** | **21.8** | **4.9** | **1.4** | **(2.4)** | **(5.4)** | | **Total** | **31.0** | **27.3** | **7.7** | **4.6** | **(2.8)** | **(5.9)** | The Group has transactions with related parties that are carried out in the normal course of business, which include leasing of properties, vehicles, and recharges of costs incurred. All such transactions are carried out on an arm's length basis, with leasing costs at appropriate market rates. The provision for doubtful debts related to the above balances due at 31 March 2026 was £nil (2024: £nil), and the expense recognised in the period in respect of bad or doubtful debts due from related parties was £nil (2024: £nil). #### Significant shareholders Significant shareholders are those parties who have the power to participate in the financial and operating policy decisions of the Group as a result of their shareholdings in the Group, but who do not have control over these policies. At 31 March 2026 the only significant shareholder of the Group was the Cosmen family. Included within Alsa trade investments in the period was £3.1m (2024: £2.4m) of royalty payments made to Estacion De Autobuses De Oviedo, S.A., an entity controlled by the Cosmen family, for the use of a bus station in Oviedo, Spain. Included within the Alsa transactions with significant shareholders in the prior period was £3.5m commission payable to the Cosmen family upon sale of a property; which related to an agreement made at the time of the original Alsa acquisition in 2005. The details of the post-employment benefit plans operated for the benefit of employees of the Group are disclosed in note 32. #### Compensation of key management personnel of the Group The Group has determined key management personnel to constitute the Executive Directors and all other Board members of the parent entity. Further details on key management personnel compensation are disclosed in the audited sections of the Directors' Remuneration Report. | | 15-months ending 31 March 2026 £m | 12-months ending 31 December 2024 £m | | --- | --- | --- | | Short-term benefits | 3.2 | 1.5 | | Share-based payment | – | 0.1 | | | **3.2** | **1.6** | Mobico Group Annual Report for the 15-month period ending 31 March 2026 213 --- ## Notes to the Consolidated Accounts continued ### 36 Service concession arrangements The following table sets out the nature and extent of the Group's service concession arrangements: | Concession | Description of the arrangement | Concession period | Concession commencement | Nature of infrastructure | Classification under IFRIC 12 | | --- | --- | --- | --- | --- | --- | | Moroccan Urban Bus | The Group has two contracts with the Moroccan authority for the operation of public transport bus services. | 15 years | September 2019 | Public service vehicles used in the operation are provided by the Group, some of which are subject to 'lease type' arrangements. | Intangible asset | | | | Up to 15 years | November 2019 | Initially, public service vehicles used in operation are provided by the public authority. Replacement public service vehicles will be provided by the Group and public authority in future periods. | Financial asset | | Spanish Regional Bus | The Group has contracts with the Provincial Government of Bizkaia to operate regional services. | 10 years | July 2021 | Public service vehicles used in the operation are provided by the Group. | Financial asset | | | | 14 years | December 2014 | Public service vehicles used in the operation are provided by the Group. | Financial asset | | | | 14 years | December 2014 | Public service vehicles used in the operation are provided by the Group. | Financial asset | | | | 2 years | March 2025 | Public service vehicles used in the operation are provided by the Group. | Intangible asset | | | | 10 years | April 2026 | Public service vehicles used in the operation are provided by the Group. | Intangible asset | | Spanish Urban Bus | The Group has contracts with Spanish Councils to operate urban commuter bus services in Spain. | 10 years | November 2024 | Public service vehicles used in the operation are provided by the Group. | Financial asset | | | | Rolling contract | August 2019 | Public service vehicles used in the operation are provided by the Group. | Financial and intangible asset | | | | Rolling contract | June 2021 | Public service vehicles used in the operation are provided by the Group. | Financial asset | | | | No end date | March 2023 | Public service vehicles used in the operation are provided by the Group. | Financial asset | | | | 10 years | July 2025 | Public service vehicles used in the operation are provided by the Group. | Financial asset | | Portugal Urban Bus | The Group has a contract with the Lisbon transport authority to operate urban commuter bus services. | 7 years | June 2022 | Public service vehicles are provided by the Group with a purchase option for the grantor to acquire the fleet at the end of the contract term. | Intangible asset | | Switzerland Urban Bus | The Group has two contracts with the Geneva transport authority to operate two urban commuter bus services. | 7 years | December 2023 | Public service vehicles are provided by the Group with a purchase option for the grantor to acquire the fleet at the end of the contract term. | Intangible asset | During the period, no revenue or profit was recognised in exchanging construction services for financial or intangible assets. 214 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 37 Cash flow statement #### (a) Reconciliation of Group loss before tax to cash generated from operations | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{2} £m | | --- | --- | --- | | Loss before tax from continuing operations | **(89.2)** | (50.4) | | Loss before tax from discontinued operations | **(189.4)** | (564.0) | | Total loss before tax | **(278.6)** | (614.4) | | Net finance costs | **111.0** | 95.1 | | Share of results from associates and joint ventures | **(0.1)** | (3.2) | | Depreciation of property, plant and equipment | **190.2** | 223.8 | | Intangible asset amortisation | **56.9** | 50.2 | | Amortisation of fixed asset grants | **(4.7)** | (2.0) | | Gain on disposal of property, plant and equipment | **(6.6)** | (11.0) | | Gain on disposal of intangible assets | **(1.2)** | (0.8) | | Share-based payments | **5.1** | 4.6 | | Decrease in inventories | **0.1** | 1.2 | | Decrease in receivables | **13.0** | 43.4 | | (Decrease)/increase in payables | **(9.4)** | 11.1 | | (Decrease)/increase in provisions | **(7.5)** | 0.1 | | Decrease in pensions | **(12.7)** | (11.0) | | Adjusting operating items^{1} | **384.9** | 679.9 | | Cash flows relating to adjusting operating items | **(158.4)** | (99.2) | | **Cash generated from operations** | **282.0** | 367.8 | $^{1}$ Excludes amortisation from acquired intangibles which is included within 'intangible asset amortisation' $^{2}$ The results for the year to 31 December 2024 have been restated for prior period restatements and to represent prior periods for discontinued operations, see notes 2 & 19 respectively for further information. Mobico Group Annual Report for the 15-month period ending 31 March 2026 215 --- ## Notes to the Consolidated Accounts continued ### 37 Cash flow statement continued #### (b) Analysis of changes in adjusted net debt Adjusted net debt is an alternative performance measure which is not defined or specified under the requirements of International Financial Reporting Standards. Please refer to the Alternative Performance Measures section of the Annual Report for further information. | | (Restated) At 1 January 2025^{4} £m | Cash flow £m | Acquisitions and disposals £m | Exchange differences £m | Other movements £m | At 31 March 2026 £m | | --- | --- | --- | --- | --- | --- | --- | | **Components of financing activities:** | | | | | | | | Bank and other loans^{1} | (177.5) | 27.6 | 43.8 | (4.6) | (0.8) | (111.5) | | Bonds^{2} | (648.3) | (0.1) | – | (22.8) | (10.1) | (681.3) | | Fair value of interest rate derivatives | (8.7) | – | – | – | 8.7 | – | | Fair value of foreign exchange forward contracts | (5.1) | (22.8) | – | 26.9 | – | (1.0) | | Cross currency swaps | (1.1) | – | – | (3.6) | – | (4.7) | | Net lease liabilities^{2} | (222.3) | 68.8 | 29.7 | 1.7 | (55.6) | (177.7) | | Private placements^{3} | (396.5) | – | – | (7.7) | (0.3) | (404.5) | | **Total components of financing activities** | **(1,459.5)** | **73.5** | **73.5** | **(10.1)** | **(58.1)** | **(1,380.7)** | | Cash | 129.4 | 163.5 | (23.7) | (7.2) | – | 262.0 | | Overnight deposits | 0.1 | 7.4 | – | 0.1 | – | 7.6 | | Other short-term deposits | 115.0 | 41.0 | – | – | – | 156.0 | | Bank overdrafts | (41.4) | (142.6) | – | – | – | (184.0) | | **Net cash and cash equivalents** | **203.1** | **69.3** | **(23.7)** | **(7.1)** | **–** | **241.6** | | Other debt receivables | 2.7 | 1.4 | – | 0.4 | – | 4.5 | | Remove: fair value of foreign exchange forward contracts | 5.1 | 22.8 | – | (26.9) | – | 1.0 | | **Adjusted net debt** | **(1,248.6)** | **167.0** | **49.8** | **(43.7)** | **(58.1)** | **(1,133.6)** | $^{1}$ Net of arrangement fees totalling £1.7m (2024: £2.7m) on bank and other loans $^{2}$ Net lease liabilities is inclusive of 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 $^{4}$ Restated for prior period restatements, see note 2 for further information. Short-term deposits relate to term deposits repayable within three months. Borrowings include non-current interest-bearing borrowings of £1,227.4m (2024: £1,258.8m) as disclosed in note 28. Other non-cash movements include lease additions and disposals of £55.6m (2024: £58.4m), and £2.5m amortisation of loan and bond arrangement fees (2024: £2.2m). An £8.7m increase in the fair value of the hedging derivatives is offset by an £8.7m change in fair value of bonds. 216 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 37 Cash flow statement continued | | (Restated) At 1 January 2024^{4} £m | Cash flow £m | Acquisitions and disposals £m | Exchange differences £m | Other movements £m | (Restated) At 31 December 2024^{4} £m | | --- | --- | --- | --- | --- | --- | --- | | Components of financing activities: | | | | | | | | Bank and other loans^{1} | (243.9) | 65.6 | (4.4) | 5.9 | (0.7) | (177.5) | | Bonds^{3} | (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} | (223.7) | 70.5 | (11.7) | 1.0 | (58.4) | (222.3) | | Private placements^{3} | (404.7) | – | – | 8.5 | (0.3) | (396.5) | | Total components of financing activities | (1,551.3) | 145.4 | (16.1) | 23.1 | (60.6) | (1,459.5) | | 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 | (1,253.5) | 41.5 | (9.7) | 33.7 | (60.6) | (1,248.6) | $^{1}$ Net of arrangement fees totalling £2.7m on bank and other loans $^{2}$ Net lease liabilities is inclusive of 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 $^{4}$ Restated for prior period restatements, see note 2 for further information. #### (c) Reconciliation of net cash flow to movement in adjusted net debt | | 15-months ending 31 March 2026 £m | (Restated) 12-months ending 31 December 2024^{1} £m | | --- | --- | --- | | Increase/(decrease) in net cash and cash equivalents in the period | **45.6** | (88.0) | | Cash Inflow/(outflow) from movement in other debt receivables | **1.4** | (0.2) | | Cash inflow from movement in debt and lease liabilities | **169.8** | 120.0 | | Change in adjusted net debt resulting from cash flows | **216.8** | 31.8 | | Change in adjusted net debt resulting from non-cash movements | **(101.8)** | (26.9) | | **Movement in adjusted net debt in the period** | **115.0** | 4.9 | | Opening adjusted net debt | **(1,248.6)** | (1,253.5) | | **Adjusted net debt** | **(1,133.6)** | (1,248.6) | $^{1}$ Restated for prior period restatements, see note 2 for further information. Mobico Group Annual Report for the 15-month period ending 31 March 2026 217 --- ## Notes to the Consolidated Accounts continued ### 38 Subsidiary undertakings and other significant holdings A full list of subsidiaries, joint ventures, and companies in which Mobico Group PLC has a controlling interest, and associates, as at 31 March 2026 is shown below, along with the country of incorporation and the effective percentage of equity owned. | Name and country of Incorporation | % equity interest | | --- | --- | | **United Kingdom & Ireland** | | | Airside Transport Services Limited (b) | 100 | | Altram L.R.T. Limited (a) | 100 | | Brooke Management Limited (a) | 100 | | Central Trains Limited (a) | 100 | | Coliseum Coaches Limited (a) | 100 | | Eurolines (U.K.) Limited (a) | 100 | | London Eastern Railway Limited (a) | 100 | | Lucketts Holdings Limited (a) | 100 | | Midland Main Line Limited# (a) | 100 | | National Express Bus & Coach Services Limited (b) | 100 | | National Express European Holdings Limited (05652775)* (a) | 100 | | National Express Finance Company Limited (a) | 100 | | National Express Group Holdings Limited (a) | 100 | | National Express Holdings Limited (02156473)* (a) | 100 | | National Express Intermediate Holdings Limited (a) | 100 | | National Express International Limited (a) | 100 | | National Express Leisure Limited (a) | 100 | | National Express Limited (a) | 100 | | National Express Liverpool Limited (a) | 100 | | National Express Manchester Limited (previously National Express Sizewell Limited) (a) | 100 | | National Express Middle East Plc (a) | 100 | | National Express North America Holdings Limited (07855182)*# (a) | 100 | | National Express Operations Limited (a) | 100 | | National Express Rail Replacement Limited (a) | 100 | | National Express Services Limited (a) | 100 | | National Express South Yorkshire Limited (previously National Express Manchester (South) Limited (a) | 100 | | National Express Spanish Holdings Limited (05652783)* (a) | 100 | | National Express Trains Limited (a) | 100 | | National Express Transport Holdings Limited (04338163)* (a) | 100 | | National Express Transport Services Ireland Limited (b) | 100 | | National Express UK Limited (a) | 100 | | National Express UK Central Services Limited (14500282)* (a) | 100 | | National Express West Yorkshire Limited (a) | 100 | | N E Canada Limited (08596333)* (a) | 100 | | NE Europe Finance Limited (07876047)* (a) | 100 | | NE No. 3 Limited (a) | 100 | | NE Trains South Limited (a) | 100 | | NEX Continental Holdings UK, Limited (a) | 100 | | NXEC Trains Limited (a) | 100 | | NXTS No.1 Limited (previously Stewarts Coach Group Limited) (a) | 100 | | NXTS No.2 Limited (previously Clarkes Holdco Limited) (10491470)* (a) | 100 | | Scotrail Railways Limited# (a) | 100 | | Silverlink Train Services Limited# (a) | 100 | | Solent Coaches Limited (a) | 100 | | Travel Merryhill Limited (a) | 100 | | Travel West Midlands Limited (a) | 100 | 218 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 38 Subsidiary undertakings and other significant holdings continued | Name and country of Incorporation | % equity interest | | --- | --- | | West Midlands Accessible Transport Limited (a) | 100 | | West Midlands Travel Limited (a) | 100 | | W M Property Holdings Limited (a) | 100 | | WM Travel Limited# (a) | 100 | | W M Ventures Limited (a) | 100 | | Wood's Coaches Limited (a) | 100 | | Woods Reisen Limited (a) | 100 | | **Bahrain** | | | Bahrain Public Transport Company W.L.L. (c) | 50 | | **Germany** | | | National Express Germany GmbH (d) | 95 | | National Express Holding GmbH (f) | 100 | | National Express Rail GmbH (e) | 100 | | Süddeutsche Regionalbahn GmbH (f) | 100 | | **Netherlands** | | | National Express Holdings LLC BV (g) | 100 | | **Andorra** | | | Estació 2017, S.A. (h) | 15 | | Transports Dels Pirineus (h) | 100 | | **France** | | | (ABG) Alsa Bustours Gex (i) | 100 | | I.Berolines, S.A.R.L. (k) | 50 | | SARL Chamexpress.com (l) | 100 | | **Kingdom of Saudi Arabia** | | | Alsa Arabia (dz) | 100 | | SAPTCO Alsa for Transportation (ct) | 15 | | **Morocco** | | | Alsa al Baida (m) | 100 | | Alsa City Agadir S.A. (n) | 100 | | Alsa City Marrakech (o) | 100 | | Alsa City Tour S.A.R.L. (o) | 95 | | Alsa Citybus Rabat-Salé-Temara, S.A. (p) | 51 | | Alsa Education a la Sécurité Routière S.A.R.L. (o) | 99 | | Alsa Intercity Services, S.A. (o) | 100 | | Alsa Khouribga S.A. (q) | 100 | | Alsa Tanger S.A. (r) | 100 | | Centre de Formation Techn. Profes. Transport S.A.R.L. (o) | 99 | | Groupe Alsa Transport S.A. (o) | 100 | | Immeubles Véhicules Accessoires Maroc S.A.R.L. (o) | 80 | | Interprovincial Maroc S.A.R.L. (o) | 100 | | Transport de Voyageurs en Autocar Maroc S.A. (o) | 100 | Mobico Group Annual Report for the 15-month period ending 31 March 2026 219 --- ## Notes to the Consolidated Accounts continued ### 38 Subsidiary undertakings and other significant holdings continued | Name and country of Incorporation | % equity interest | | --- | --- | | **Portugal** | | | BC Tours Portugal S.L (s) | 100 | | Alsa Todi Metropolitana de Lisboa (s) | 65 | | Ibercruises Agencia De Viagens E Navegacao Lda (ec) | 80 | | NEX Continental Holdings S.L. - Sucursal Em Portugal (di) | 100 | | **Spain** | | | Aerobús – Zaragoza S.L (u) | 100 | | Agencia Riomar (v) | 50 | | Agreda Bus, S.L (u) | 70 | | Alianza Bus, S.L.U. (v) | 100 | | Alsa Atlántica, S.L.U. (v) | 100 | | Alsa Buses Extremadura, S.L. (y) | 100 | | Alsa Ferrocarril, S.A.U. (v) | 100 | | Alsa Granada Airport S.L. (w) | 100 | | Alsa Grupo, S.L.U. (v) | 100 | | Alsa Innovación y Proyectos de Movilidad, S.L.U. (x) | 100 | | Alsa Internacional, S.L.U. (w) | 100 | | Alsa Internacional, S.L.U. y Otros U.T.E. (w) | 100 | | Alsa Metropolitana, S.A.U. (w) | 100 | | Alsa Micromobility, S.L.U. (w) | 100 | | Alsa Rail, S.L.U. (w) | 100 | | Alsa Servicios Logísticos Ferroviarios, S.L. (w) | 100 | | Alsa Transporte Sanitario, S.L. (w) | 60 | | Aplic. y Sist. Integrales Para el Transporte, S.A. (z) | 100 | | Aragonesa de Estación de Autobuses, S.A. (aa) | 52 | | Argabus, S.A. (ab) | 100 | | Artazo Servicios Integrales, S.L. (ac) | 100 | | Asturies Berlinas de Luxu, S.L. (ad) | 50 | | Autobuses Urbanos de Bilbao, S.A. (ae) | 75 | | Autobuses Urbanos de León, S.A.U. (af) | 100 | | Autocares Castilla–Leon, S.A.U. (ag) | 100 | | Autocares Discrecionales del Norte, S.L.U. (ah) | 100 | | Automóviles Luarca, S.A.U. (ai) | 100 | | Automóviles Sigras Carral, S.A. (aj) | 100 | | Autopulman Soltur (v) | 50 | | Autos Cal Pita, S.A. (aj) | 100 | | Autos Pelayo, S.A.U. (v) | 100 | | Autos Rodríguez Eocar, S.L. (ak) | 85 | | Bahía Zero, S.L. (al) | 75 | | Baleares Business Cars, S.L. (ad) | 100 | | Baleares Consignatarios, S.L.U. (am) | 100 | | Baleares Consignatarios Tours, S.L.U. (am) | 100 | | Berlinas de Asturias, S.L. (ad) | 100 | | Berlinas Calecar, S.L.U. (ag) | 100 | | Berlinas Menorca S.L. (an) | 25 | | Berlinas de Toledo, S.L. (ad) | 100 | | Berlinas VTC de Cantabria, S.L.U. (al) | 100 | 220 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 38 Subsidiary undertakings and other significant holdings continued | Name and country of Incorporation | % equity interest | | --- | --- | | Bilboko Hiribus Jasangarria, S.L. (ae) | 72 | | Buses de Palencia, S.L. (ao) | 75 | | Bus Metropolitano de Granada, S.L. (w) | 100 | | Busturialdea Lea Artibai Bus, S.A. (ap) | 60 | | Bus Urbano de Castro Urdiales, S.L. (al) | 100 | | Canary Business Cars, S.L. (ad) | 100 | | Canary Logistic Solutions, S.L. (aq) | 100 | | Cataluña Business Cars, S.L. (ad) | 100 | | Cetralsa Formación, S.L.U. (v) | 100 | | Cía. del Tranvía Eléctrico de Avilés, S.A. (ar) | 100 | | Compañía Navarra de Autobuses, S.A. (as) | 50 | | Compañía Tranvías de Sevilla, S.A. (v) | 100 | | Compostelana, S.A.U. (at) | 100 | | Concesionario Estación Autobuses Logroño, S.A. (cu) | 23 | | Coop Interprovincial Concesionarios Servicio Regulares de Viajeros (de) | 27.27 | | Donostia City Tour (df) | 50 | | Donostia City Tour 24 (df) | 50 | | Estación Autobuses de Cartagena, S.A. (au) | 54 | | Estación Autobuses de Ponferrada, S.A. (cv) | 49 | | Estación Central de Autobuses de Zaragoza, S.A. (av) | 85 | | Estación de Autobuses Aguilar de Campoo, S.L. (aw) | 67 | | Estación de Autobuses de Aranda S.L. (cw) | 43 | | Estación de Autobuses de Astorga, S.L. (ax) | 93 | | Estación de Autobuses de Aviles S.L. (ay) | 100 | | Estación de Autobuses de Benavente, S.L. (dg) | 23 | | Estación de Autobuses de Caceres S.L. (dh) | 35 | | Estación de Autobuses de León, S.A. (ag) | 89 | | Estación de Autobuses de Plasencia, S.A. (az) | 69 | | Estación de Autobuses de San Lorenzo del Escorial, S.A.U. (v) | 100 | | Estaciones Terminales de Autobuses, S.A. (bb) | 80 | | Estebanez Aja, S.A. (dj) | 100 | | Euska Alsa, S.L.U. (ah) | 100 | | Explotación Gasoleo Estación de Autobuses A Coruña, S.L. (cy) | 40 | | Ezkerraldea-Meatzaldea Bus, S.A. (ap) | 60 | | Fostering Mobility, S.L. (dd) | 61 | | G.S. Carretera (cz) | 25 | | General Técnica Industrial, S.L.U. (v) | 100 | | Gestión y Servicios Carrertera, S.A. (eb) | 25 | | Gestión de Movilidad Intermodal, S.L. (v) | 100 | | Gorbea Representaciones, S.L. (an) | 100 | | Guaguas Gumidafe, S.L. (ac) | 100 | | Grupo Enatcar, S.A. (v) | 100 | | Hermanos Díaz Melian, S.L.U. (aq) | 100 | | Innobus Canarias, Sociedad Limitada (bc) | 100 | | Intercambiadores Europeos, S.L. (v) | 60 | | Intercar Business Cars, S.L. (bd) | 100 | | International Business Limousines, S.A.U. (be) | 100 | | Interurbana de Autocares, S.A.U. (v) | 100 | | Irubus, S.A.U. (v) | 100 | Mobico Group Annual Report for the 15-month period ending 31 March 2026 221 --- ## Notes to the Consolidated Accounts continued ### 38 Subsidiary undertakings and other significant holdings continued | Name and country of Incorporation | % equity interest | | --- | --- | | Jimenez Lopera, S.A.U. (be) | 100 | | La Unión Alavesa, S.L. (bf) | 50 | | La Unión de Benisa, S.A. (bg) | 98 | | Los Abades de la Gineta, S.L.U. (v) | 100 | | Mybustest, S.L. (v) | 50 | | Mai Tours, S.L.U. (bh) | 100 | | Manuel Vázquez Vázquez, S.L. (bi) | 60 | | Marason Bus, S.L. (an) | 50 | | Metranybus, S.L. (dk) | 40 | | Metros Ligeros de Madrid, S.A. (ea) | 15 | | Microbuses Candido, S.L.U. (bc) | 100 | | Mobility On Time, S.L. (an) | 45 | | Movelia Tecnologías, S.L. (bj) | 77 | | Movilidad Balear, S.L.U. (bk) | 100 | | Movilidad Multimodal, S.L. (v) | 100 | | Movilidad Peninsular, S.L. (v) | 100 | | Movilidad Turística Canaria, S.A.U. (previously Transportes Adaptados Andaluces, S.A.U.) (ag) | 100 | | Mundaka Consultoria, S.L.U. (ah) | 100 | | NEX Continental Holdings, S.L.U. (v) | 100 | | NX Middle East, S.L.U. (bl) | 100 | | Proyectos Unificados, S.A.U. (v) | 100 | | Publi Imagen Granada, S.L.U. (w) | 100 | | Representaciones Mecánica, S.A.U. (ah) | 100 | | Return Viajes, S.L. (bl) | 50 | | Rutas a Cataluña, S.A. (da) | 28 | | Rutas del Cantábrico, S.L. (ah) | 100 | | Sanir Movilidad Sanitaria, S.L. (prev. Vitalia Servicios Sanitarios, S.L.) (bm) | 60 | | Semarvi (v) | 34 | | Serviareas 2000, S.L.U. (v) | 100 | | Servicios Auxiliares del Transporte C.B. (bn) | 100 | | Servicios El Temple, S.L. (aj) | 100 | | Servicios Empresariales Especiales, S.L.U. (ah) | 100 | | Servicios Integrales el Burgo, S.A. (dl) | 50 | | Servicios Integrales en Movilidad Sanitaria, S.L. (ad) | 100 | | Setra Ventas y Servicios, S.A.U. (be) | 100 | | Sevirama, S.L. (db) | 30 | | Shore and Landtours SLU (aj) | 70 | | Sociedad Anónima Unipersonal Alsina Graells de A.T. (bo) | 100 | | Sociedad Concesionaria Interurbano Tolosa Buruntzaldea S.L. (bp) | 60 | | Soria Movilidad Conectada, S.L. (previously Gal Bus S.L.) (dt) | 51 | | Takselia, S.L. (bq) | 71 | | Tanker & Transports Solutions, S.L.U. (v) | 100 | | Técnicas en Vehículos Automóviles, S.L.U. (v) | 100 | | Terminales de Autobuses de Cantabria, S.L. (previously Estación de Líneas Regulares, S.L.) (cx) | | | Tenerife Tour Ute (dm) | 52 | | Tibus, S.A. (bo) | 60 | | Tibus Berlines de Luxe, S.L.U. (bo) | 100 | | Tibus Business Cars, S.L.U. (bo) | 100 | | Tibus Business Limousines, S.L.U. (b) | 100 | 222 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information # **38 Subsidiary undertakings and other significant holdings**continued | Name and country of Incorporation | % equity interest | | --- | --- | | Tibus Luxury Services, S.L.U. (bo) | 100 | | Transportes Accesibles Generales S.A. (previously Transportes Adaptados Cántabros, S.A) (dn) | 100 | | Transportes Accesibles Peninsulares, S.L. (bs) | 100 | | Transportes Adaptados Regionales, S.L.U. (ag) | 100 | | Transportes Bacoma, S.A.U. (bo) | 100 | | Transportes Rober, S.A.U. (ad) | 100 | | Transportes Turísticos Islas Canarias, Sociedad Limitada (bc) | 100 | | Transportes de Viajeros de Aragón, S.A. (av) | 60 | | Transportes Santo Domingo, S.L.U. (bv) | 100 | | Transportes Terrestres Cantabros, S.A. (bu) | 94 | | Transportes Unidos de Asturias, S.L. (bw) | 100 | | Transportes Urbanos de Cantabria, S.L.U. (bu) | 100 | | Transportes Urbanos de Cartagena, S.A. (bx) | 97 | | Tranvía de Vélez, S.A.U. (by) | 100 | | Transportes Urbanos de Guadalajara, S.L. (bz) | 100 | | Tury Express, S.A. (ah) | 100 | | Ureña e hijos, S.L. (ad) | 100 | | Ute Alsa T. Escolar (bu) | 100 | | Ute Asistsa GTI (am) | 100 | | Ute Audioguias (w) | 75 | | Ute Ausical (dy) | 100 | | Ute Barakaldo Bus (do) | 60 | | Ute Bizkanb (dk) | 60 | | Ute Bus Nautic (v) | 100 | | Ute Cantabria 2023 (al) | 100 | | Ute Cantabria 2025 (al) | 100 | | Ute Conda Agreda Bus 2023 | 100 | | Ute EA Aranda (cw) | 33 | | Ute Ea Cordoba (ca) | 50 | | Ute Cyt (as) | 100 | | Ute Cyt 2018 (as) | 100 | | Ute Ditra 2018 (v) | 35 | | Ute Ditra 2022 (v) | 50 | | Ute ED1510 (dv) | 72 | | UTE ED1522 (dv) | 91 | | UTE ED1519 (dw) | 100 | | UTE ED1505 (dv) | 68 | | Ute EZS 63-103 (as) | 100 | | Ute Estacións Mariña (dy) | 33 | | Ute Diputacon 2023 (du) | 100 | | Ute Dotacion Alsa 24 (al) | 100 | | Ute Leonbici (dj) | 10 | | Ute Leonbici 2023 (dj) | 10 | | Ute Luancoea 2 (ai) | 90 | | Ute Mansilla 2023 (ag) | 100 | | Ute Maitours Mombus (ds) | 85 | | Ute Mundicolor (dr) | 18 | | Ute Mundiplan (dc) | 17 | | Ute Mundiplan II (dq) | 17 | Mobico Group Annual Report for the 15-month period ending 31 March 2026 223 --- ## Notes to the Consolidated Accounts continued ### 38 Subsidiary undertakings and other significant holdings continued | Name and country of Incorporation | % equity interest | | --- | --- | | Ute Mundiplan III (dq) | 17 | | Ute EAM (v) | 50 | | Ute Ea Alicante (cb) | 50 | | Ute Madrid City Tour (v) | 50 | | Ute Estacion Alicante (v) | 50 | | Ute Estacion Murcia (v) | 50 | | Ute Acompañantes Cantabria (v) | 50 | | Ute Seprisa Maldeasa (v) | 50 | | Ute La Sagra (as) | 58 | | Ute Gijon City View (ai) | 65 | | Ute Escolares Galicia Ed1501 (v) | 79 | | Ute Estacion Luanco (ai) | 90 | | Ute Leste – Xg881 – Ute Leste Da Coruña (v) | 93 | | Ute Alsa Internacional Y Otros (v) | 100 | | Ute Escolares Navarra Ezs63-103 (as) | 100 | | Ute Sanir (dp) | 100 | | Ute Tanatorios II (v) | 100 | | Ute Tanatorios III (be) | 100 | | Ute Ferrolbus (v) | 100 | | Ute Maniobras Barcelona (v) | 100 | | Ute Maniobras Zaragoza (v) | 100 | | Ute Maniobras Valencia (v) | 100 | | Ute Sanitario Guadalajara (v) | 100 | | Ute Seprisa Maldeasa (v) | 50 | | Ute Torrebus (al) | 100 | | Ute Tranvia Jaen (v) | 90 | | Ute Turytrans 2017 (bu) | 97 | | Ute Turytrans 2018 (bu) | 88 | | Ute Escolares Galicia Ed1519 (v) | 100 | | Ute Viajes MCT (df) | 50 | | Ute Viajes MCT 2026 (df) | 50 | | Ute Xogade 2022 (dv) | 100 | | Valencia Alicante Bus, S.L. (bb) | 75 | | Viajeros del EO, S.L. (previously Estación de Autobuses de Ribadeo, S.L.) (ab) | 50 | | Viajes ALSA, S.A.U. (v) | 100 | | Viajes Por Carretera, S.A.U. (ah) | 100 | | Voramar el Gaucho S.L.U. (cc) | 100 | #### Switzerland | AlpyBus S.a.r.l. (cd) | 100 | | --- | --- | | Eggmann Frey (ce) | 100 | | Linien Abfertigung GmbH (ce) | 80 | | Odier Excursions, S.A. (cf) | 100 | #### USA | Chicagoland Coach Lines LLC (cg) | 100 | | --- | --- | | Community Transportation, Inc. (ch) | 100 | | Cook-DuPage Transportation Company, Inc. (ci) | 100 | | Diamond Transportation Services, Inc. (cj) | 100 | 224 Mobico Group Annual Report for the 15-month period ending 31 March 2026 --- Strategic report Governance report Financial report Additional information ### 38 Subsidiary undertakings and other significant holdings continued | Name and country of Incorporation | % equity interest | | --- | --- | | Discount Enterprises, Inc. (ck) | 100 | | Fox Bus Lines Inc. (cl) | 100 | | Greensburg Yellow Cab Co. (ch) | 100 | | Kiessling of Attleboro Inc. (previously Aristocrat Limousine and Bus, Inc.) (cm) | 100 | | Kiessling Transit, Inc. (cl) | 100 | | Meda-Care Vans of Waukesha, Inc. (cn) | 100 | | Mobico PCC US LLC (cg) | 100 | | National Express Transit Corporation (cg) | 100 | | National Express Transit Services Corporation (cg) | 100 | | NE Holding Co. LLC (cg) | 100 | | Rainbow Management Service, Inc. (co) | 100 | | Suburban Paratransit Service, Inc. (co) | 100 | | Total Transit Enterprises, LLC (ck) | 100 | | Trans Express, Inc. (co) | 100 | | Transit Express, Inc. (cn) | 100 | | Transit Express Services, Inc. (cn) | 100 | | Transit Management of Charlotte, Inc. (cp) | 100 | | WeDriveU, Inc. (cq) | 100 | | WeDriveU America LLC (cr) | 100 | | WeDriveU Canada, Inc. (cq) | 100 | | WeDriveU Holdings, Inc. (cq) | 100 | | WeDriveU Leasing, Inc (cq) | 100 | | White Plains Bus Co., Inc. (co) | 100 | #### Canada | National Express Canada (Holdings) Limited (cs) | 100 | | --- | --- | | National Express Transit Canada Ltd (cs) | 100 | * These subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of S479A of the Act. Outstanding liabilities of the exempt companies at the Balance Sheet date are guaranteed pursuant to Sections 479A-C of the Act. # These subsidiaries have been dissolved post the 31 March 2026 period end. Mobico Group Annual Report for the 15-month period ending 31 March 2026 225