Strengthen
Simplify
Succeed
Mobico Group
Annual Report for the
15-month period ending 31 March 2026Company Number: 02590560
Mobico Group PLC is a leading diversified transport business
with operations spanning coach, rail, bus, shuttle and
paratransit in Europe, the US, North Africa and the Middle East.
Shared mobility plays a vital role in global efforts to decarbonise our planet while ensuring people are
connected to what matters most: work, education, healthcare, family and tourism. We are committed to
serving millions of customers across diverse communities each day.
Operational turnaround underway with a focus on de-risking
Simplify Strengthen Succeed
Our ambitions have not changed. However, we recognise and embrace the
challenges and opportunities of today’s transport industry. We are committed
to building on what works, simplifying where we must and building a sustainable
business for the benefit of all stakeholders.
Mobico has taken decisive steps to reset its future by simplifying its operations,
strengthening its core and creating a culture that ensures we succeed in our
objectives. Key among these is to reduce debt and strengthen the balance sheet.
Read more
on pages 06 and 07
Our Vision
Our Vision is to be the
world’s premier shared
mobility operator
Our Purpose
Our Purpose is to lead
the modal shift from cars
to mass transit
Our Values
Our Values lead every
aspect of our business
operations and
decision-making
Countries we operate in:
11
Employees across offices:
>30,800
Number of passenger
vehicles we operate:
13,400
Our passengers travelled a
combined total of
26.8 billion km
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Welcome to our Annual Report for
the 15-months ending 31 March 2026
USA
Morocco
Portugal
United Kingdom
Spain
Germany
France
Switzerland
Ireland
Saudi Arabia and Bahrain
Our divisions
Alsa
WeDriveU
UK Bus and UK Coach
German Rail
Strategic report
Overview 00
15-months ending March 2026
highlights 02
Q&A with Phil White 03
Executive Chair’s statement 04
Simplify, Strengthen, Succeed ... 06
Our business model 08
Our markets
– Alsa 10
– WeDriveU 11
– UK Coach and UK Bus 11
– German Rail 11
Performance review
– Alsa 12
– WeDriveU 15
– UK Coach and UK Bus 17
– German Rail 20
Group CFO’s review 22
Key performance indicators 28
Our engagement with stakeholders 31
Non-financial and sustainability
information statement 34
Sustainability 35
The Task Force on Climate-related
Financial Disclosures 42
Principal risks and uncertainties 56
Viability statement 66
Governance report
Chair’s introduction to Corporate
Governance 70
Board of Directors 72
Board activity for the period 73
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
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
Additional information
Five-year summary 240
Shareholder information 241
Definitions and supporting information 242
Alternative performance measures 243
Key contacts and advisers 246
Our global operations
www.mobicogroup.com
01Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Financial highlights
Adjusted Revenue (£m)
1
Free Cash Flow (£m)
1
Adjusted Operating Profit (£m)
1
£3,419.9m
2024 restated
3
: £2,597.5m
£131.8m
2024 restated
3
: £215.9m
£231.0m
2024 restated
3
: £179.4m
3,419.9
2,759.8
2,597.5
3,150.9
3000
22
23
24
25
25/26
15-months
12-months
131.8
77.3
215.9
163.7
200
22
23
24
25
25/26
15-months
12-months
231.0
198.0
179.4
168.6
200
22
23
24
25
25/26
15-months
12-months
Revenue (£m) Operating Profit (£m) Earnings Per Share (p)
£3,358.0m
2024 restated
3
: £2,597.5m
£11.7m
2024 restated
3
: £32.3m
(28.2)p
2024 restated
3
: (28.6)p
3,358.0
2,738.1
2,597.5
3,150.9
0
22
23
24
25
25/26
15-months
12-months
11.7
21.9
32.3
(43.2)
4
22
23
24
25
25/26
15-months
12-months
(28.2)
(51.8)
(28.6)
(33.7)
0
22
23
24
25
25/26
15-months
12-months
Covenant Gearing
1,2
Dividend Adjusted Return on Capital Employed
1
2.9x
2024: 2.8x
0.0p
2024: 0.0p
21.5%
2024 restated
3
: 10.0%
2.9
2.7
2.8
3.0
0
22
23
24
25
25/26
15-months
12-months
0.0
0.0
0.0
1.7
0
22
23
24
25
25/26
15-months
12-months
21.5
18.3
10.0
7.0
0
22
23
24
25
25/26
15-months
12-months
1
Alternative Performance Measure. For more information, please refer to pages 243 to 245
2
A key bank covenant test is <3.5x test for gearing
3
2024 restated for discontinued operations and prior period restatements; please refer to Note 2 of the Financial Statements. 2023 not restated for
discontinued operations as this was prior to the separation of the School Bus business
02
Mobico Group Annual Report for the 15-month period ending 31 March 2026
15-months ending March 2026
highlights
PHIL WHITE
Executive Chair
What brought you
back to Mobico?
I had always loved my job as CEO of National Express
Group, so was delighted to return when asked by the
Board. While the structure of the business and its
operating environment have changed significantly since
I left in 2006, what remains the same is the valuable role
that public transport and the Company play in everyone’s
lives. The fundamentals of running a public transport
business efficiently and ensuring the highest levels
of customer satisfaction are still our top priority. We
have some great assets and very talented people – but
simplifying our organisational structure, sharing best
practice and focusing on becoming leaner and more
agile is what Mobico needs to take us back to where we
once were.
What have been your
immediate actions since
joining the business?
This business is all about people and it is key to have
the right people in place as well as clear reporting and
accounting frameworks. My first priority was to recruit a
strong Group CFO with turnaround experience. Then it
was key to define what we are as a business and where
our priorities lay. It was through this that we redefined
our strategy as: ‘Simplify, Strengthen, Succeed’, which is
easy to understand and without waffle. Operating across
multiple geographies and transport modes has created
unnecessary complexity, particularly when this involves
several layers of management between the decision-
makers and the operations. Our immediate actions
revolved around simplifying the Group structure, as
well as fixing the challenges within each division, paying
particular attention to the underperforming businesses.
Q
A
Q
A
What are the key changes
that will revive the Group’s
performance and deliver
its potential?
We are now running a much leaner organisational
structure, integrating functions to avoid duplication and
reduce costs. This is improving our operating efficiency
and enabling the transfer of best practice. For example,
Alsa’s sophisticated digital accounting platform, Ariadna,
is enabling UK Coach to become much more competitive
by cutting costs and using data-driven decisions to price
routes. We must also build strong relationships with
central & local governments and our customers, while
delivering the highest levels of service to ensure we
grow passenger numbers and revenues. However, for us
to ‘Succeed’ – the last part of our strategy – we need to
address the high levels of debt in the organisation. To do
this, we need to reduce costs and capex right across the
Group to ensure we are delivering stronger cash flows.
What excites you most about
the future of Mobico?
Once we have successfully streamlined our cost
base and reduced our debt, the focus will shift to the
immense growth potential inherent in our business.
Combining UK Coach and Alsa positions us to build a
leading pan-European coach powerhouse. Alsa has also
already demonstrated its ability to win key contracts
internationally, fending off competition from some of
the world’s largest transport companies. This enables
the business to develop in attractive and growing
markets such as the Middle East. There are also huge
opportunities in fragmented and high-margin sectors
such as paratransit, where Alsa is growing quickly, as
well as shuttle services in the US. These markets offer
significant potential for organic and asset-light growth.
How do you see the role of
public transport evolving
over the coming years?
Government plays a huge role in public transport
provision. We enjoy partnering with both local and
central government and being part of the solution not
the problem. Better joined-up inputs lead to better
outputs. Our aim is to control what we can control,
and deliver high quality services which give us happy
customers. Technological improvements and AI are
already improving efficiencies and safety while predicting
demand and increasing the ease of purchasing tickets.
More widely, the future of public transport is evolving.
Younger generations increasingly favour public over
private transport, while there is an immediate need to
deliver on emissions targets; not just in terms of reducing
our carbon footprint but also in lowering pollution in
urban areas. These favourable demographic shifts and
the push to reduce pollution are the key drivers that
underpin the future of public transport.
Q
A
Q
A
Q
03Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Q&A with Phil White
Strategic and financial performance
This period has been pivotal for the Group. Under a new
leadership team, we initiated a clear strategy that has been
building momentum in 2026. While our financial performance was
underpinned by another record result in Alsa, it was also impacted
by an expensive Group structure, legacy liabilities, loss-making
contracts and challenges in our UK business.
Our focus has been on simplifying our corporate structure and
we have made significant progress in becoming more efficient,
while focusing on addressing the underperforming areas of the
business.
During the year, we launched our ‘Simplify, Strengthen, Succeed’
strategy which sets a clear path towards a more smart and
sustainable future aimed at delivering value to our stakeholders
through a disciplined focus on cash generation and minimising
risks. A central component of this strategy is the ‘Simplify
for Success’ cost programme aimed at increasing efficiency
throughout the business. As announced in February 2026, we are
targeting £75m in cost savings for CY 2026 with an annual run-rate
of £100m from CY 2027.
Safety
Safety remains integral to the way we operate and is a non-
negotiable priority across every division of the Group. Our focus on
safety is reflected in our 2025 Fatality and Weighted Injuries (FWI)
index score of 0.0011 that significantly outperformed our 0.0032
target and the achievement of zero preventable fatalities across
the year.
We will always continue to work on improving safety, recently
implementing a 13th Global Safety Standard on wellbeing and
initiating the development of a new policy for electric vehicle
thermal events.
Our commitment to excellence is validated by external recognition;
in Alsa we received several prestigious awards, including the ‘Ponle
Freno’ award for road safety innovation. UK Coach achieved ISO
45001 health and safety accreditation, with UK Bus achieving the
same last year and German Rail renewed its government safety
certificate for a further three-years.
Divisional highlights
• Alsa: We delivered another record result, driven by strong
growth in Spain and further revenue diversification. Alsa
achieved an exceptional 14% adjusted operating margin and
transported 770 million passengers in the period.
• WeDriveU: We have applied some hard-learned lessons from
the past to improve operational performance and the types
of contracts we enter into. As part of our strategy to improve
financial performance, we have exited the loss-making CARTA
contract and the WMATA contract was terminated post period-
end. This allows us to focus on our profitable core operations
and the growth potential of the business.
• UK Coach: In the face of an increasingly competitive
environment, our UK Coach business has been integrated into
Alsa with the aim of creating a more cost-efficient and robust
business.
• UK Bus: Preparations continue in our UK Bus business for the
transition to franchising in the West Midlands from 2027.
• Germany: We reached a landmark agreement with the five
German PTAs to restructure our rail contracts in North Rhine-
Westphalia and adjacent regions. This de-risks the business and
ensures the long-term sustainability of our rail operations in
Germany. We also addressed the driver shortage issue which
enabled us to return to full-service levels from late 2025, the
first time in two years.
Management changes
On 24 June 2025, Brian Egan was appointed as Group CFO
bringing considerable experience working as a CFO for a number
of international businesses.
On 1 April 2026, Paco stepped up from his joint-role as Group COO
and CEO of Alsa to become Group CEO of Mobico and joined the
Board. We also announced that I would continue in my current
role, before resuming as Non-Executive Chair of Mobico from
1 October 2026, ensuring an orderly transition of executive duties.
As seen in these results, Alsa represents the majority of Group
profitability. Paco has been CEO of Alsa for the past decade and
has done a tremendous job of driving the strong performance
of the business. He is therefore the best person to lead Mobico
over the coming years and this appointment represents a natural
evolution of his role.
We believe commercial success and
our culture are inextricably linked.
Our people are the heart of our business.
They are at the front line of executing
our strategy, ensuring our services are
the safest and most reliable and our
customers are the most satisfied.”
“
PHIL WHITE
Executive Chair
04 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Executive Chair’s statement
Organisational streamlining
We have implemented a number of organisational changes aimed
at streamlining the business and ensuring the transfer of best
practice. This includes the integration of the UK Coach business
into Alsa.
Building on our ‘Simplify, Strengthen, Succeed’ strategy, we
have recently introduced a refined organisational model to drive
operational improvements and enhance efficiency across our
divisions and support functions.
The realigned structure introduces a new Global Operations
function to drive profitability, and facilitates planned senior
leadership transitions that leverage Alsa’s proven leadership across
the wider Group.
Environmental progress
Our long-term target is to be net zero for Scope 1 and 2 emissions
and to operate a zero emission fleet by 2040.
Our Scope 1 and 2 emissions were reduced year-on-year by 5.2%,
despite an overall increase in passenger miles.
As at 31 March 2026, we had 1,329 zero emission vehicles in
use or on order. We continue to monitor the changing market
environment in the UK, specifically the potential for franchising in
UK Bus in the West Midlands and consider the implications for our
vehicle procurement in the short to medium-term.
‘People and Culture’ strategy
I have worked in the transport industry for over 50 years and have
always believed that people are absolutely the key to success.
In March 2026, the Board approved a new ‘People and Culture’
strategy led by Ruth Hernandez following her appointment as
Group CPO in January 2026. This work is critical to ensuring we
deliver on our strategy.
Under the banner of ‘Going further. Being close’, this strategy
ensures we are an employer of choice, attracting the best talent –
recognising that people drive our organisation and staying close
to them is how we go further. You can read more about this in the
section on our people on pages 38 to 40.
Concluding remarks
It is now 16-months since I rejoined Mobico and we are starting
to move beyond past challenges and to rebuild the business to
deliver long-term, profitable growth.
For the current calendar year ending December 2026, we are
targeting an Adjusted Operating Profit of £215m to £230m which
includes the positive impact of the revised German Rail contracts.
Our future has its clear challenges and addressing leverage
remains our highest priority. The Company will continue to explore
all options to accelerate debt and leverage reduction.
Finally, in my time as Executive Chair, it has been great to see the
dedication of all our teams as we navigate this period of transition.
I would like to thank all my colleagues for their hard work and our
Shareholders and other stakeholders for their continued support.
Phil White
Executive Chair
28 July 2026
05Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Our priorities
Our primary goal is to reduce debt. To achieve this, we need to focus on operational excellence and
disciplined cost control. Managing legacy liabilities that have continued to impact our ability to reduce
debt is also a key focus. We aim to improve cash generation from our profitable divisions and address
underperforming units, while proactively seeking opportunities to de-risk the business, including
strengthening the balance sheet.
Approved by the Board in September 2025, these priorities form the basis of, and are underpinned by, our
‘Simplify, Strengthen, Succeed’ strategy. This strategy aims to streamline our business, improve efficiencies,
remove costs, while sharing best practice across our organisation.
Our ‘Simplify, Strengthen, Succeed’ strategy
Simplify Strengthen Succeed
• Streamlined structure (including
post-period changes)
• Better integration across the Group
• Drive out inefficiencies
• Cost and capex discipline
• Strengthen balance sheet
• Strong senior executive team at
Group level – backed by post-
period leadership transitions
• Deliver our financial targets
• Be more agile
• Deliver leading operational
performance
• Leaner, faster, smarter
01
02
03
04
05
Recognise
our challenges
Streamline
management
structure
Integrate and
improve operational
efficiency
Strengthen
business and
balance sheet
Leaner,
faster and
fit for purpose
Streamlined management structure
06 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Simplify,
Strengthen, Succeed ....
‘People & Culture’
strategy
Our way of
working
Our
priorities
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.
Transparency,
innovation,
continuous
improvement
and operational
excellence shape the
way we work.
Going
further
1 We are powered by talent.
2 Connection makes us stronger.
Being
close
3 Culture shapes who we are.
4 Driven by diversity.
A strategy underpinned by four priorities
Our new ‘People and Culture’ strategy is aimed at boosting long-term
competitiveness and performance through strong governance, operational
sustainability and leadership which is engaged and aligned.”
Ruth Hernandez
Group CPO
“
In March 2026, the Board approved a new ‘People and Culture’ strategy which has since been rolled out across the organisation. The new
strategy reflects a more connected way of working together and sharing of best practice across the organisation, as well as integrating
technology and AI to improve efficiency and competitiveness.
It builds upon our existing culture through defining our DNA, as the ‘people’ aspect, the way we work as an organisation, as well as four
specific priorities to ensure we deliver on our ‘Simplify, Strengthen, Succeed’ strategy.
Read more on page 38 of the Sustainability section.
Streamlined management structure
To translate our ‘People and Culture’ strategy into immediate performance, the Board has approved a streamlined management structure
designed to deliver on our ‘Simplify, Strengthen, Succeed’ strategy.
Strategic focus Key structural actions Strategic impact
Operational
excellence
Creation of a unified Global Operations function led
by the Group COO.
Drives long-term operational improvement across
all divisions.
Organisational
streamlining
Integrating Alsa leadership across our divisions. Deploys proven expertise and successful
commercial models to standardise best practice
Group-wide.
Support functions
Centralising Digital teams, introduced a dedicated
Legal function, and enhanced financial controls.
Cost reduction and improved controls.
07Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
.... supported by our new
‘People and Culture’ strategy
The resources we rely on
Colleagues
We have a diverse workforce and employ over 30,800
colleagues across our businesses around the world,
the majority of whom are drivers. Together, our
employees deliver excellent customer service and
bring extensive technical skills and expertise in areas
including operational excellence, route optimisation and
vehicle technology.
Vehicles
At March 2026, we operate around 13,400 vehicles
of varying sizes, from sedans, minivans, cars and
minibuses, to double-decker buses and long-haul
coaches. The fleet is predominantly internal combustion
engine (ICE) powered. As we strive to reach net zero, we
also operate using alternative fuel technologies such
as electric and hydrogen. We have 1,329 Zero Emission
Vehicles (ZEVs) in operation or awaiting delivery and we
have well-developed plans to adopt increasing numbers
of ZEVs.
Sites
Our services operate from over 100 depots across
11 countries and more than 40 key cities. These depots
are where we deliver training, embed our safety
practices and manage the fleet, with many of those
depots equipped to support ZEVs.
Financials
Mobico is focused on delivering long-term sustainable
returns through margin improvement, enhanced return
on investment, with a strong focus on cash generation
and a disciplined approach to costs.
Intellectual property
We continually develop and refine critical intellectual
property, which allows us to design, mobilise and
operate transport solutions.
Our relationships
Our connection with our customers is fundamental to
our success. We have extensive, long-term relationships
at local and national levels of government, with city
or regional transport authorities and with our local
emissaries. We work with them to find solutions and
improvements, to address their transport needs. We
also enjoy productive relationships with our suppliers
to develop innovative solutions for improvements
to safety, reliability, customer satisfaction and our
environmental impact.
How we do it
Our global diversified contract models
60% of the Group’s revenue is generated from contracts where
customers pay us a fee to operate routes. The remaining 40% of revenue
is from passengers purchasing tickets from Group companies. 75%
of contracted revenue has high or medium level of certainty. Medium
levels of certainty could include a fixed component or revenue or include
a minimum volume level. High levels of certainty are contracts where
revenue is broadly the same regardless of passenger numbers, volumes,
or services operated. 71% of our contracts have a high or medium
level of cost inflation protection. Medium levels of cost protection are
contracts that include CPI escalators which provides good protection,
but carry the risk that costs such as wage or fuel inflation are above CPI.
High levels of cost protection are contracts that pass costs through to the
customer or specify that wage and fuel costs are passed through.
60%
of Group revenue is
contracted
75%
of contracted
revenue has high
or medium level of
certainty
71%
of contracted revenue
has high or medium
level of cost inflation
protection
Our wide range of products
Urban bus
Single and double-
decker bus services
in cities and their
suburbs.
Private hire
The provision of
buses or coaches
to individuals,
employers, schools or
other organisations
for field trips, days
out and holidays.
Rail
We operate a number
of lines in the west of
Germany.
Corporate shuttle
A range of services
for transporting
employees to work,
often funded by the
employer. Includes
full home-to-work
service as well as
filling the ‘last mile’
gap from mass
transit hubs to the
place of work.
University shuttle
A range of services
for transporting
students across
university
campuses.
Long-haul coach
Intercity routes,
tourism and airport
transfer services,
providing a cheaper,
and in many cases, a
more convenient form
of transport.
Healthcare
Flexible and
accessible solutions
for passengers less
able to use regular
public transportation,
including direct
medical transportation
and emergency
services.
Benefits to
Mobico
Sustainable long-term growth
Our business is a key provider in the global shift to cleaner, more
efficient and more affordable social mobility. Our strong relationships
with customers, suppliers and government bodies, combined with
experienced colleagues, in-depth knowledge, and considerable scale
in terms of resources and geographical spread, enable us to capture
sustainable long-term growth. We take a long-term view on the
planning and utilisation of our resources for growth.
Financial returns
By targeting revenue growth,
as well as improved profit and
cash conversion, we aim to
strengthen our balance sheet,
invest for growth and provide
value to Shareholders.
08 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Our business model
Key differentiators The value we aim to create
Colleagues
We are an organisation that shares the values of our employees
and partners. We provide attractive career opportunities, paying
competitive wages and salaries while creating safe, enjoyable and
inclusive working environments.
Passengers and customers
We provide best-in-class value for money services that provide
compelling, more environmentally friendly, transport options
versus a private car. Our services enable passengers to connect
with family, friends, leisure and workplaces while facilitating
easier access to healthcare.
Suppliers
We support a wide range of suppliers from individuals to large
businesses. We develop rewarding partnerships with them,
working collaboratively and honourably to deliver market-leading
services to our customers.
Communities
Our services facilitate social mobility and promote economic
activity. Mobico’s capabilities can be critical for those without
access to a car and especially where we provide transport for the
more vulnerable members of our society. By enabling modal shift
from private car to public transport, we also play an important
role in improving air quality in our communities.
Equity and debt investors
Ultimately, we aim to provide attractive investment returns for
both our equity and debt investors. We aim to have strong long-
term relationships with Shareholders and lenders as we use a
variety of funding sources.
Governments
We have strong relationships at local and national levels of
government, which enable us to help shape public transportation
policies. We are also able to bring solutions to local government
bodies and transport authorities that can transform the services in
their areas. The Group also generates significant tax contributions
to public finances through employee, sales, corporation, property
and other taxes.
The environment
A significant proportion of the world’s CO
2
is generated by
transport which makes it a key target for decarbonisation. For
every bus journey, up to 70 car journeys are removed from the
road. By making such journeys more reliable, more enjoyable and
often more convenient than alternatives, we help communities
and the world to reduce emissions significantly and greatly
improve social mobility.
Our processes and systems
Successfully managing complex transport
networks requires robust, flexible processes
that ensure reliability and efficiency. A key
driver of this capability is Alsa’s specialised
expertise in tendering and advanced IT
systems, which include bespoke accounting
software, dynamic pricing models
and sophisticated safety frameworks.
Developing and operating these assets
takes time and deep expertise.
Our partnerships
Acting in partnerships – with our
customers, the transport authorities,
suppliers, colleagues, and with industry
and government bodies – is a fundamental
tenet of our strategy and philosophy. We
strive to develop and maintain strong
relationships in all of these areas. By doing
so, we ensure our values are aligned
with those of our various partners, and
that we can deliver to the satisfaction of
all stakeholders.
Our knowledge
Our knowledge spans safety, route
scheduling, network design, customer
service, passenger care and marketing.
Further integration and the sharing of best
practice and specialised knowledge, will
enable continuous improvement across
the business.
Benefits to
society
Improved social mobility
Our services connect people to each other
and to places of work, education, leisure and
healthcare.
Moreover, choosing to swap a singular journey
from an average diesel car to an average diesel
bus can reduce the carbon footprint by up
to 45%.
Reduced pollution and improved air quality
Many of our existing diesel vehicles already emit lower
emissions than the average family car. By driving modal
shift from private car to public transport, as well as
transitioning our fleet to ZEVs, we make a significant
contribution to society through reducing pollution and
improving air quality.
09Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Alsa
Alsa is a leading bus and coach operator in Spain with an
increasingly diversified portfolio of domestic and international
businesses. The company operates Long Haul, Regional, Urban
and diversified transport services in Spain, Morocco, Switzerland,
Portugal, France, Bahrain and Saudi Arabia. The recent integration
of Mobico’s UK Coach business adds the UK and Ireland, further
strengthening Alsa’s international platform and supporting its
ambition to become a pan-European coach operator.
Business model
Alsa’s consistent strong growth and financial performance is
supported by high contract retention rates, a balanced mix of
revenue and cost protections in its portfolio, while leveraging
financing opportunities in order to reduce capital expenditure.
• Revenue split: almost half of revenue is contracted, providing
predictable cash flows. The remainder carry carefully
assessed commercial risk which can benefit from positive
outperformance.
• Portfolio diversity: concentration risk is managed through the
size and number of contracts. Alsa’s top 10 contracts accounted
for approximately one-third of its 2025 revenue, a slight
decrease from 2024.
• Contractual protection: a substantial number of contracts are
‘gross cost’ which carry no revenue risk. Nearly two-thirds of
contracts have high levels of cost protection built in.
• High retention and win rates: On an annual basis, between
5% to 10% of contracted revenue is typically renewed. Alsa
mitigates this risk through a high retention rate of circa
95% with growth ensured by a high win rate on new bids of
circa 25%.
Market share and diversification
Alsa maintains a leading position in its core segments while expanding into high-growth areas like health transport.
Business line Market position 15m 2026 (Revenue €m) 12m 2025 (Revenue €m)
Long Haul (Spain)
Leading operator 344 284
Regional & Urban (Spain)
Top 5 operator 923 738
Other transport (Spain)
n/a 335 273
Morocco
Leading urban bus operator 177 152
International (PT, CH, FR)
<5% market share 141 111
Diversification
n/a 187 150
Other
n/a 34 30
1
Alsa also has non-consolidated joint venture operations in Bahrain and Saudi Arabia.
Competition:
While competitive pressure exists in the long-haul sector in Spain
due to aggressive high-speed rail pricing, Alsa is proactively
defending its margins through:
• Implementing a 360º fares project to optimise occupancy and
revenue;
• Digital sales have risen to 74.1% (up from 71.3% in 2024),
enhancing the customer experience and fostering loyalty; and
• Customer satisfaction, achieved through high-quality service
and high-quality vehicles.
In other segments, Alsa is focused on high service standards to
succeed in public tendering. In the UK coach sector, increased
competition is being addressed through cost reduction and use
of technology to enhance pricing mechanisms, fleet maintenance
and administrative systems.
Regulatory changes in Spain: The ‘Sustainable
Mobility Law’ and the concessional map
The ‘Sustainable Mobility Law’ (published 4 December 2025)
prioritises low-carbon public-focused transport and offers the
potential to unlock EU green funding.
The passing of the law means the state network concessional
map is being redrawn in preparation for the renewal of existing
contracts. The new map, which is expected to be approved in
late 2026, will simplify the network by significantly reducing the
number of concessions while increasing their size. Expectations
remain that Alsa will retain its existing routes, albeit with a lower
margin.
The majority of contract renewals will occur in 2027 and 2028 with
the financial impact expected from 2028.
Growth in new markets
Geographic diversification is an important part of Alsa’s strategy,
particularly into growth markets such as Saudi Arabia where Alsa
won an eight-year capital-light JV contract in the Kingdom of Saudi
Arabia, with a total contract value of €500m revenue. This contract
is for the first two of 12 planned theme parks in the country with
Alsa well-positioned to win further bids.
Similarly, the health transport market is also a growth market
strongly and typically highly fragmented. Since entering the
market in Spain in 2022, Alsa has grown to become the third
largest operator.
10 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Our markets
WeDriveU
WeDriveU provides transit and shuttle services in North America.
Transit focuses predominantly on paratransit (the transportation
of passengers with additional needs) and urban bus operations.
Shuttle offers corporate employee shuttle services to a range of
sectors including technology, biotechnology, manufacturing and
Universities which ensures a strong, diversified portfolio of sectors
and customers.
Business model
Overall, the WeDriveU business consists of circa 100 contracts,
with an average length of 4.5 years as a base and 5.9 years if
considering extension years. The largest contract makes up 11%
of revenue, while the top five contracts represent 38% of the total
business.
The Shuttle segment serves a diversified portfolio across
technology, biotechnology, manufacturing and higher education.
These are primarily gross contracts, providing a high degree
of revenue and cost protection. By partnering with world-class
corporations and universities, we ensure long-term stability and
high-quality service standards.
The Transit segment provides essential paratransit and urban bus
services for local authorities. With a focus on cost-efficiency and
operational discipline, we serve passengers with additional needs
and support urban mobility networks.
Market share
Business Shuttle Transit
Market share
circa 15% circa 5%
Total addressable market
$1.5bn $4bn
Notwithstanding market pressure for cost-efficiency, WeDriveU
maintains a healthy pipeline of new opportunities and is focused
on regular reviews of existing contracts to ensure long-term
sustainability.
Key areas of opportunity include:
• Return of focus to the profitable core operations following the
ending of the loss-making CARTA and WMATA contracts; and
• Improved management of the existing fleet.
UK Coach (National Express)
National Express is the UK’s largest provider of scheduled coach
services with a UK-wide network operating almost 500 coaches.
To address intensified competitive pressures emerging since
late 2023, the business has been fully integrated into Alsa. This
strategic integration is designed to drive structural cost reductions,
optimise our network and accelerate the digital transformation of
the business.
As part of our 2025 optimisation programme, we sharpened our
commercial focus by divesting the National Express Transport
Solutions (NXTS) and closing NEAT operations.
Intense competition within the UK coach market is expected to
continue, placing near-term pressure on volumes and yields.
UK Bus
UK Bus is the market leader in the West Midlands bus sector, the
UK’s largest urban bus market outside London. A key priority has
been to secure enhanced local authority support to offset the
negative impact of a weaker economic climate on commercial
patronage.
In preparation for franchising from 2027, UK Bus has been
monetising its assets which include depots, fleet and ticketing
systems.
In anticipation of the shift toward franchising in the West Midlands
and nationwide, we will leverage Alsa’s extensive experience in
running franchised bus opportunities to pursue new opportunities,
with a focus on balancing service quality with sustainable returns.
German Rail
Our German Rail division is a market leader in North Rhine-
Westphalia, operating seven main lines that connect the region’s
most populous cities. With an average of 230,000 passengers daily,
our commitment to reliability is a top priority.
These operations take place in a challenging environment
characterised by a national shortage of skilled workers and a
significantly dilapidated federal rail infrastructure.
Business model
The German Rail is split into three contracts. RME, RRX 1 and
RRX 2/3.
Contract RME RRX 1 RRX 2/3
Start date
2019 2022 2021
Original end date
2030 2033 2033
Revised end date
2032 2030 2030
Revised contracts were signed in June 2026 and backdated to be
effective from 1 January 2026. Consequently, the changes have
not been fully recognised in this 15-month reporting period due
to the requirements of the relevant accounting standards. As a
consequence of the revisions, the RME contract converted to a
gross contract structure, which removes revenue risk and has
improved cost protections, including adjustments to indices which
better reflect changes in costs. The length of the contract has
also been extended by two years to 2032. The RRX contracts have
been shortened by three years to 2030; however, we forecast it will
remain loss-making.
On a combined basis, the RME and RRX contracts are expected to
be cash flow neutral over their remaining lives with the potential
for a small positive benefit (excluding repayment of PTA advances).
North America School Bus (NASB)
Prior to the sale of NASB in July 2025, the North American business
operated across 34 states and two provinces in Canada.
The business operated through medium-term contracts awarded
by local school boards.
11Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Adjusted Revenue (+11.5% v 15m 2025)
15m 2026: £1,839.1m
15m 2025 (unaudited): £1,649.9m
12m 2024: £1,327.6m
Statutory Revenue (+10.2% v 15m 2025)
15m 2026: £1,818.4m
15m 2025 (unaudited): £1,649.9m
12m 2024: £1,327.6m
Adjusted Operating Profit (+14.5% v 15m 2025)
15m 2026: £249.0m
15m 2025 (unaudited): £217.4m
12m 2024: £186.1m
Statutory Operating Profit (-0.5% v 15m 2025)
15m 2026: £204.0m
15m 2025 (unaudited): £205.1m
12m 2024: £176.9m
Adjusted Operating Margin %
15m 2026: 13.5%
15m 2025 (unaudited): 13.2%
12m 2024: 14.0%
Statutory Operating Margin %
15m 2026: 11.2%
15m 2025 (unaudited): 12.4%
12m 2024: 13.3%
Operating highlights
• 349 million passengers transported in Spain during the 15m
2026 period, an 8.8% increase from 15m 2025.
• Long Haul passenger numbers increased 1.6% in 3m 2026
compared to 3m 2025.
• National government continues to promote mobility in Spain,
most recently with the ‘Single Ticket’ initiative implemented in
January 2026.
• Near doubling of ZEVs over the last 12-months, with 382 in
service as at 31 March 2026.
• Well protected against fuel cost increases, with around a third
of contracts having pass-through fuel costs and the remainder
protected through hedging.
• Alsa is the world’s first road passenger company to be awarded
the Road Safety Index certification from the Federation
Internationale de l’Automobile.
Commentary
Adjusted Revenue for 15m 2026 increased 11.5% to £1,839.1m
(15m 2025: £1,649.9m). On a constant currency basis, revenue
increased 9.6% to €2,141.7m (15m 2025: €1,954.3m). Revenue
expansion was primarily driven by an 8.8% increase in Spanish
passenger volumes, offset by reduced volumes in Morocco
following the loss of contracts in Marrakesh and Tangier in
December 2025.
Adjusted Operating Profit for 15m 2026 increased 14.5% to
£249.0m (15m 2025: £217.4m). The increase was primarily driven
by strong trading in Spain throughout the period. Adjusted
operating profit for 3m 2026 grew to £5.7m YoY despite the strong
comparative period. This included a £1m benefit from an early
Easter and the national government’s new ‘Single Ticket’ initiative
which boosted demand in Long Haul. Elsewhere, growth in
Portugal, Health Transport and the Middle East more than offset
a £2.5m reduction in Morocco’s operating profit following recent
contract changes.
Alsa has delivered another record
performance, driven by strong growth
in Spain and international expansion.
I am pleased that our diversification
strategy continues to advance, most
notably with major contract wins in the
Kingdom of Saudi Arabia.”
“
PACO IGLESIAS
Group CEO from 1 April 2026
12 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Performance review
Alsa
The Adjusted Operating Profit margin for 15m 2026 increased
30 basis points to 13.5%. The operating margin for 3m 2026 was
10.5%, an increase from 9.8% in 3m 2025. The March quarter is
seasonally a lower demand period.
Statutory Operating Profit reduced by £1.1m (or €5.3m in local
currency) compared to 15m 2025 reflecting the increase in
Adjusted Operating Profit, offset by a £26.8m impairment charge
relating to Alsa’s reduced footprint in Morocco.
Spain
Spain remains Alsa’s core market, generating €1,602m (75% of Alsa
revenue) with contributions primarily from Regional (€664m), Long
Haul (€344m), Urban (€258m) and Other Transport (€335m).
Regional (and Metropolitan) lines performed exceptionally well,
with constant currency revenues climbing 8.6%, driven by an
8.1% expansion in passenger volumes. Similarly, Urban revenue
increased by 9.6%, driven by a significant 10.5% increase in
passenger volume.
Long Haul revenues for 15m 2026 increased by 3.7% from 15m
2025, supported by the national government’s ‘Multi-Voucher’
initiative in H1 2025, the ‘Young Summer’ initiative from June to
September 2025 and the ‘Single Ticket’ initiative from January
2026. Overall passenger numbers increased by 4.0%, while the
nine main corridors saw a 2.9% increase. Occupancy remained
in-line with prior periods.
Tourism and Other Transport continued to demonstrate strong
growth, building on the successful integration of CanaryBus.
Further diversifying its tourism portfolio, Alsa received approval
for a Galician tourist train project. This builds on the previously
announced four-year renewal of its Madrid sightseeing services
which is expected to secure €5.8m in annual revenue and reinforce
Alsa’s footprint in one of Spain’s key tourism centres.
In addition, Alsa consolidated cruise operations under BC Cruise
Services and launched Spain Transfer, a new premium private
transfer service, strengthening its end-to-end mobility and tourism
offering.
International and diversified
Revenue from international markets and diversified Spanish
business units totalled €505m. The main contributors were
Diversified transport operations at €187m, Morocco at €177m and
Portugal, Switzerland and International routes at €141m.
Diversified activities in Spain continue to grow, with revenue from
Health Transport increasing almost 80% and Operating Profit
increasing by over 30% from 15m 2025. Health Transport will
further benefit from the Sanir-Serveo JV acquisition in Madrid, the
consolidation of operations in the Basque Country and the award
of two large health transport contracts in Guadalajara and one in
Catalonia which commenced in April 2026.
Alsa’s international footprint has expanded significantly over the
past five-years, driven by a combination of targeted M&A and
tender success. The business has established a cross-border hub
in Switzerland and France, expanded its Portuguese operations
and secured key contract wins in the Middle East.
During 15m 2026, Alsa extended its network mileage in Portugal
and replaced legacy fleet vehicles with 113 new ZEVs at no
additional cost through subsidies.
Changes to operations in Morocco
In 2025, Alsa’s Moroccan operations faced a shift in the local
operating environment, resulting in the transfer of staff and assets
in Marrakesh and Tangier. A strategic settlement was also reached
in Casablanca. On a combined basis, this had an €11m impact on
Revenue and a circa €3m impact on Adjusted Operating Profit in
3m 2026.
The remaining contracts in Morocco performed well in 3m 2026.
Going forwards, Alsa will operate the revised Casablanca contract
to 2029 and the Rabat contract to 2034 with the latter benefiting
from an agreed fare increase in July 2025.
Competition, markets and regulation
In Spain, the most notable source of competition continues to be
rail liberalisation and growth in High-Speed Rail (HSR) corridors,
the combination of which is expected to impact several long-
haul routes. The Madrid-Costas and Madrid-Granada routes are
undergoing liberalisation, while HSR competition is expected to
impact the Madrid-Asturias, Madrid-Galicia, Barcelona-Valencia
and Madrid-Bilbao routes.
To counter this increased competition, Alsa is focusing on
its excellent service record and client experience to maintain
customer loyalty. This strategy is backed by targeted initiatives,
including the implementation of its ‘360 fares’ project and
expanded digitalisation to drive dynamic pricing. Additionally, Alsa
is tailoring services to specific routes to maximise its competitive
advantages, including night services and airport connections.
Competitive activity also includes routine renewals across the
regional, metropolitan and urban sectors. Alsa remains confident
in retaining these contracts.
In Morocco there has been increased competition in urban bus
operations from local operators. Alsa remains the largest urban
bus operator and will look to renew existing contracts as they
come up for tender. This includes the upcoming tender in Agadir, a
contract which Alsa has successfully operated for 15-years.
Spain’s Sustainable Mobility Law and long-haul
tender process
The Sustainable Mobility Law (published 4 December 2025)
prioritises low-carbon public-focused transport and offers the
potential to unlock EU green funding. The passing of the new law
means the state network concession map has been redrawn in
preparation for the renewal of existing contracts. The new map is
expected to be approved in late 2026 and will simplify the network
by combining existing concessions into a smaller number of
enlarged concessions.
As a leading operator in Spain, Alsa’s presence and scale will be
a competitive advantage, particularly given the enlargement of
concessions and ability for Alsa to integrate concessions with
existing services (e.g. its regional bus network). Alsa expects to
retain most of its existing concessions at a lower margin due to
reduced fares which will be progressively balanced by passenger
growth over the medium-term. The majority of contract renewals
are expected in 2027 and 2028 with the financial impact expected
from 2028.
13Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
CASE STUDY
A key driver of improving the
competitiveness of UK Coach
has been the integration
of Ariadne, a sophisticated
digital accounting platform
developed by Alsa.
This platform has standardised processes across the
combined businesses of UK Coach and Alsa. Through
centralising asset management, third-party billing and
agent commissions, Ariadna replaces a fragmented
system with a unified digital infrastructure.
The system’s primary value lies in its advanced
analytical capabilities which enable route-specific
P&L reporting. This empowers the business through
providing the financial granularity needed for agile,
data-driven decision-making, while significantly
reducing administrative overheads and enhancing
reporting accuracy. This technology enables ‘dynamic
pricing’ for individual routes to be assessed in
real time.
The Madrid-Zaragoza-Barcelona concession is excluded from the
concessional map process and scheduled for tender as early as
H2 2026. Alsa is actively preparing its bid and expects the process
will serve as a benchmark for subsequent long-haul tender
processes.
Government passenger support initiatives
As outlined above, Alsa has benefited from national government
initiatives that began in 2023 aimed at encouraging modal shift
to public transport. Following the success of these initiatives
and the enactment of the Sustainable Mobility Law, the ‘Young
Summer’ campaign is returning in 2026. Outside these initiatives,
Alsa continues to generate demand through targeted multi-
platform marketing and a comprehensive loyalty programme.
New contracts and growth opportunities
Alsa continues to benefit from high contract retention rates and
a strong pipeline of growth opportunities that leverage its deep
operational expertise and proprietary systems. This includes
expanding its footprint in established markets across Southern
Europe and MENA. Further expansion in the Middle East is
expected with Alsa being announced as the preferred bidder for
the 12-year, €600m joint venture contract for the Madinah Bus
Rapid Transit network (Alsa 30% minority stake). Alsa continues
to pursue adjacent transport opportunities where regional
synergies exist, including paratransit services which are typically
capital-light and offer strong returns on investment.
Outlook
Alsa’s strategic focus for 2026 is to sustain the strong momentum
achieved in the last three-years, while preparing for key contract
retentions in Spain and continuing to diversify both operationally
and geographically. The business is also focused on enhancing
the competitiveness of the recently integrated UK Coach
business. Through recently revised reporting lines and the cross-
divisional sharing of expertise, Alsa is playing an increasingly
important leadership role in our updated, streamlined
organisational structure. As a consequence, the Group expects
continued revenue and profitability growth in calendar year 2026.
14 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Performance review continued
ERICK VAN WAGENEN
CEO – WeDriveU
While WeDriveU faced specific
contractual challenges in the period,
our focus has returned to our profitable
core operations.
We maintain a healthy pipeline of
new opportunities and are focused on
improving operational efficiency”
“
Revenue (+1.1% v 15m 2025)
15m 2026: £529.8m
15m 2025 (unaudited): £524.1m
12m 2024: £412.7m
Adjusted Operating Profit (-17.5% v 15m 2025)
15m 2026: £25.0m
15m 2025 (unaudited): £30.3m
12m 2024: £29.3m
Statutory Operating Profit/(Loss)
15m 2026: £(24.1)m
15m 2025 (unaudited): £18.0m
12m 2024: £18.5m
Adjusted Operating Margin
15m 2026: 4.7%
15m 2025 (unaudited): 5.8%
12m 2024: 7.1%
Statutory Operating Margin
15m 2026: (4.5)%
15m 2025 (unaudited): 3.4%
12m 2024: 4.5%
Operating highlights
• WeDriveU has continued to secure significant contract wins,
particularly within the University Shuttle sector where it has
maintained strong momentum in the market. New contract
wins in 2026 include Concord (Transit), Visa (Shuttle) and
Princeton (Shuttle).
• Driver staffing improved to near-optimal levels following the
launch of the ‘WeDriveUniversity’ platform in June 2025.
• Business system optimisation is starting to provide improved
information, enabling better operational decision-making.
• The loss-making Charleston (CARTA) contract was exited early
following losses of £3.3m in the 15m 2026 period.
• After the period-end, the loss-making WMATA contract was
terminated. During the 15m 2026 period, WMATA incurred
£4.5m in losses up to July 2025 plus a further £9.5m covered by
the OCP in the remaining period.
Commentary
Revenue increased 1.1% to £529.8m (15m 2025: £524.1m). On a
constant currency basis, revenue increased 5.1% to $701.9m (15m
2025: $668.1m). Revenue expansion was primarily driven by new
contract wins in the period.
Adjusted Operating Profit decreased by £5.3m to £25.0m and
by $5.5m to $33.1m on a constant currency basis. This excludes
£11.6m of losses related to contracts with an OCP (£9.5m related
to WMATA). The adjusted operating margin fell to 4.7% from 5.8%
for 15m 2025, primarily due to the loss-making contracts.
The Statutory Operating result for 15m 2026 declined by £42.1m to
a loss of £24.1m, directly reflecting the £38.6m remeasurement of
WeDriveU’s OCPs.
15Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
WeDriveU
Background to the WMATA contract
The contract with WMATA to operate paratransit services was
awarded to WeDriveU in July 2024 for an initial five-year period,
with five subsequent one-year renewal options exercisable at
WMATA’s discretion.
During 2025 the contract turned unprofitable, driven in part by
lower-than-projected volumes following reductions in revenue
service hours made by the authority and loss of contracted
exclusivity. As a consequence, at the time of our 12-month
unaudited results, we provisioned for an annual cash outflow of
approximately £8m related to the contract.
In January 2026, the Group initiated the process of seeking legal
redress to recover its losses through filing a civil lawsuit against
WMATA for breach of contract. On 12 May 2026 WMATA issued
a notice of termination effective on that date. The Group co-
operated with WMATA to ensure an efficient transition of services.
There can be no certainty as to the outcome of any ongoing or
potential future litigation in relation to the contract.
Safety and claims
As at 31 March 2026, WeDriveU held £25.6m of claim provisions
which reflects actuarial estimates for auto and general liabilities,
employee compensation and environmental claims. The majority
of this provision is expected to be utilised over the next five-years.
The Group recognises that operating in the US transit market
requires a highly disciplined approach to mitigating the risk of
legal claims and insurance liabilities.
To minimise the risk of potential future claims, WeDriveU is
implementing a comprehensive strategy which is focused on
operational safety, including:
• Improved use of technology, including the rollout of advanced
on-board camera systems which have proven effective in
Alsa; and
• Enhanced driver training programmes to reduce the risk and
frequency of operational claims.
Outlook
Underlying performance and adjusted operating margins will
benefit from the ending of the two loss-making contracts,
however, overall adjusted operating profit in calendar year 2026
is expected to remain in line with 2025 levels (of £20.2m).
Despite ongoing client cost pressures, WeDriveU maintains
a healthy pipeline of new opportunities and is focused on
reviewing existing contracts to improve long-term profitability.
• A comprehensive fleet optimisation programme was
launched in April 2026 to improve operational efficiency. Key
initiatives include:
• Improving route data accuracy to identify and reduce
unprofitable miles;
• Better maintenance scheduling to avoid expensive
breakdowns;
• Optimising vehicle tracking to improve utilisation and reduce
fleet downtime; and
• GPS and driver tracking to reduce fuel consumption.
North American School Bus (discontinued)
On 25 April 2025, we announced an agreement to sell the North
American School Bus business to I Squared Capital and, following
approval by the relevant authorities, the sale was completed on
14 July 2025.
CASE STUDY
As part of the Group’s
‘Simplify to Succeed’ strategy,
WeDriveU is executing a
transformation plan to
streamline its network of circa
40 Customer Service Centres.
Standardising systems and operations across these
sites will drive efficiency and deliver significant
operational and financial improvements.
Key outcomes include:
• Preventing revenue leakage from complex
contracts through standardised invoicing and
automated tracking;
• Controlling wage costs via harmonised cost
allocation and tighter approvals for hours and
overtime;
• Cutting contractual penalties by 63% from
their $6.0m peak in 2024 using a dynamic
tracking system;
• Reducing early driver turnover through a
standardised 90-day onboarding process;
• Streamlining management by rightsizing local
structures and migrating manual administration
to regional hubs; and
• Improving safety and claims by unifying
fragmented platforms to enable structured driver
coaching and reduce accidents.
This standardised operating model positions WeDriveU
to capture future growth opportunities in the US
transit market.
16 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Performance review continued
RAFAEL FERNANDEZ DE LA PENA
Managing Director – UK Coach
UK Coach continues to face a
challenging environment. While this
environment is set to continue, we are
responding by increasing UK Coach’s
competitiveness through integration
with Alsa.”
“
Revenue (-7.0% v 15m 2025)
15m 2026: £380.2m
15m 2025 (unaudited): £408.7m
12m 2024: £335.8m
Adjusted Operating Profit/(Loss)
15m 2026: £(22.9)m
15m 2025 (unaudited): £(2.0)m
12m 2024: £4.6m
Statutory Operating (Loss)
15m 2026: £(40.1)m
15m 2025 (unaudited): £(13.2)m
12m 2024: £(5.7)m
Adjusted Operating Margin
15m 2026: (5.8)%
15m 2025 (unaudited): (0.9)%
12m 2024: 0.9%
Statutory Operating Margin
15m 2026: (10.3)%
15m 2025 (unaudited): (3.2)%
12m 2024: (2.2)%
Operating highlights
• Passenger volumes declined by 4.8% compared to 15m 2025,
despite aggressive competitor activity.
• The Ireland business continues to generate strong returns, with
a £1.8m increase in operating profit from the Dublin Express
and the APCOA contract launched in Q2 2025.
• Portfolio rationalisation with the divestment of NXTS in October
2025 and closure of NEAT operations at the end of 2025.
• 3m 2026 includes a circa £4m legal claim provision covering
legal costs, potential penalties for missed vehicle orders and
disputed unpaid amounts owed by a supplier.
• The operational and financial benefits of digital transformation
resulting from the integration with Alsa are on track with the
impact expected later in calendar year 2026.
Commentary
Revenue decreased 7.0% to £380.2m (15m 2025: £408.7m) due
to intensified competition across key intercity and airport routes
which placed pressure on passenger volumes (down 4.8%) and
core yields (down 2.2%). The revenue comparison was also
impacted by the benefit to network revenue and margins from rail
disruption in the comparable 15m 2025 period.
Overall network mileage has declined due to ongoing efficiency
initiatives, with total mileage in 3m 2026 being managed down
4.4% from 3m 2025.
Adjusted Operating Loss amounted to £22.9m, a widening of
£20.9m compared to an operating loss of £2.0m in 15m 2025.
This primarily reflects the volume-driven impact of lower revenue
and higher costs, totalling nearly £10m, including an increase in
employer National Insurance contributions. Performance was
further impacted by a 4.3% decrease in network occupancy during
3m 2026.
17Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
UK Coach
UK Bus
SARAH EAST
Managing Director – UK Bus
Statutory Operating Loss of £40.1m for 15m 2026 (15m 2025:
£13.2m) reflects the worsening in underlying performance and
costs associated with the separation of the UK Coach business
from the wider UK operations, alongside one-off restructuring
costs associated with ongoing strategic initiatives.
To mitigate these profitability pressures, management has
accelerated structural cost reductions. Synergies from the Alsa
integration and comprehensive network optimisation initiatives
successfully delivered a circa £3m operating profit benefit during
the first quarter of 2026. Portfolio rationalisation, including the
divestment of the loss-making NXTS business in October 2025 and
the closure of NEAT operations in Q4 2025 has also reduced costs.
Management expects this ongoing reorganisation, alongside
continuous network refinements, will improve underlying
operational performance and narrow losses throughout the
remainder of 2026. Ongoing growth in the Irish operations
continues to partially offset the challenges faced in the UK.
Outlook
Management anticipates that intense competition within the UK
Coach market will persist, placing pressure on yields. To enhance
competitiveness, ongoing network optimisation and cost-efficiency
programmes continue to deliver structural savings. Furthermore,
Alsa’s digital transformation roadmap which encompasses web,
mobile application and dynamic pricing enhancements is on track
for delivery in the second half of 2026.
These strategic initiatives will significantly strengthen UK Coach’s
operational and financial performance over the remainder of
the year. However, as the financial benefit of these initiatives and
improvements will take time to materialise, UK Coach is again
expected to record a loss in calendar year 2026.
Ahead of the transition
to franchising, the Group
continues to explore options
to monetise the operational
assets of UK Bus and structurally
de-risk the business.”
“
Revenue (+1.5% v 15m 2025)
15m 2026: £337.8m
15m 2025 (unaudited): £332.7m
12m 2024: £265.4m
Adjusted Operating Profit (-14.3% v 15m 2025)
15m 2026: £2.4m
15m 2025 (unaudited): £2.8m
12m 2024: £3.4m
Statutory Operating Profit/(Loss)
15m 2026: £2.1m
15m 2025 (unaudited): £(4.4)m
12m 2024: £6.1m
Adjusted Operating Margin
15m 2026: 0.7%
15m 2025 (unaudited): 0.8%
12m 2024: 1.3%
Statutory Operating Margin
15m 2026: 0.6%
15m 2025 (unaudited): -1.3%
12m 2024: 2.3%
18 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Performance review continued
Operating highlights
• On-time performance improved by 0.5% in 15m 2026
compared to 15m 2025, while early running service metrics
improved by 2%.
• Phased rollout of an additional 50 electric vehicles was
completed, expanding the total ZEV fleet to 379 vehicles as of
31 March 2026.
• An 8.6% commercial fare increase was implemented in June
2025 to mitigate rising macroeconomic cost pressures,
including increased employer National Insurance contributions.
• Concessionary travel continued to recover steadily, delivering
1.5% volume growth over the 15m 2026 period compared to
15m 2025. Conversely, commercial patronage remained under
pressure (-5.1%) due to a national downturn in discretionary
travel as a result of cost-of-living pressures.
Commentary
Revenue for 15m 2026 increased 1.5% to £337.8m (15m 2025:
£332.7m) . Macroeconomic headwinds drove a 5.1% decline in
passenger volumes, offset by the 8.6% fare increase implemented
in June 2025. Concessionary passenger volumes continued their
structural recovery, expanding by 1.5% over the 15-month period.
Adjusted Operating Profit for 15m 2026 was £2.4m, a decrease
of 14.3% or £0.4m relative to 15m 2025. Profitability during 15m
2026 includes a £4.3m gain arising from the strategic disposal
of the Acocks Green depot and ancillary land on Oak Road in
2025, reflecting the initial steps towards de-risking and asset
monetisation ahead of franchising.
Within the underlying operations (excluding disposals), cost
inflation, led by localised driver pay awards and increases in
employer National Insurance contributions, outpaced revenue
expansion and enhanced local authority network support.
Franchising
The business maintains an active and collaborative engagement
with TfWM in preparation for the transition to franchising which
will be rolled out in three phases starting late 2027.
Ahead of the transition to franchising, the Group continues to
explore options to structurally de-risk the business and monetise
its operational assets. As an initial step, the Acocks Green depot
and associated land on Oak Road in Birmingham were sold in
December 2025.
The next phase of the strategy relates to the division’s fleet, which
comprises of both Group-owned diesel vehicles and ZEVs secured
via long-term availability contracts. The transition to regional
franchising means these vehicles will no longer be required to be
owned for the Group’s ongoing operations. While the owned diesel
fleet presents a potential value opportunity, the Group is targeting
a commercial transfer of ZEV availability contracts, which currently
incur an annual operating expenditure of approximately £20m, as
a means of de-risking the Group’s future cost base.
Management expects to complete its asset monetisation strategy
as soon as possible and ahead of the transition to franchising.
Outlook
Management continues to anticipate that the UK Bus division will
deliver break even profitability for calendar year 2026.
Following the shift toward franchising in the West Midlands and
nationwide, the Group is leveraging Alsa’s extensive experience
in running franchised bus networks to pursue new opportunities
with a focus on sustainable returns.
19Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
DR MICHAEL HETZER
CEO – German Rail
Adjusted Revenue (+5.8% v 15m 2025)
15m 2026: £333.0m
15m 2025 (unaudited): £314.7m
12m 2024: £256.0m
Statutory Revenue (-7.2% v 15m 2025)
15m 2026: £291.9m
15m 2025 (unaudited): £314.7m
12m 2024: £265.0m
Adjusted Operating Profit/(Loss)
15m 2026: £17.0m
15m 2025 (unaudited): £(11.9)m
12m 2024: £(10.1)m
Statutory Operating (Loss)
15m 2026: £(21.4)m
15m 2025 (unaudited): £(99.5)m
12m 2024: £(97.6)m
Adjusted Operating Margin
15m 2026: 5.1%
15m 2025 (unaudited): (3.8)%
12m 2024: (4.1)%
Statutory Operating Margin
15m 2026: (7.3)%
15m 2025 (unaudited): (31.6)%
12m 2024: (36.8)%
Operating highlights
• Significant improvement in driver availability, with 58 new
drivers trained and qualified over the last 15-months.
• Full-service provision and timetable stability restored since
late 2025, eliminating the operational and financial impact of a
reduced service.
• In June 2026, revised rail contracts were signed with the five
German PTAs to implement structural changes to RME and RRX
contracts.
Commentary
Adjusted Revenue increased 5.8% to £333.0m (15m 2025:
£314.7m). On a constant currency basis, revenue increased 4.0% to
€387.8m (15m 2025: €372.8m).
Adjusted Operating Profit of £17.0m, a £28.9m increase against
the £11.9m loss recorded for 15m 2025. On a constant currency
basis, Adjusted Operating Profit increased by €33.9m to €19.8m
(15m 2025: Loss of €14.1m), delivering an adjusted operating
margin of 5.1%. Profitability during 3m 2026 was supported by a
final settlement of £6.3m related to the historical RRX emergency
award contract which was operated from December 2021 to 2023.
The remaining improvement in profitability was driven by
workforce stabilisation and improved network delivery.
However, the underlying operating environment remains heavily
constrained by widespread track and infrastructure works across
the German rail network. The sector faced approximately 2,600
construction sites in 2025 and 2,300 are anticipated in 2026. This
level of infrastructure constraint continues to pressure network
punctuality and operational cost structures.
The revised rail agreements
support a long-term, sustainable
future for our German Rail business
and, combined with significant
operational improvements, deliver
clear benefits for our customers in
North Rhine-Westphalia and the
surrounding area.”
“
20 Mobico Group Annual Report for the 15-month period ending 31 March 2026
German Rail
Performance review continued
Statutory operating loss of £21.4m, reflects a £41.3m non-cash
impairment recognised against the RME IFRS 15 contract asset
as at 31 March 2026. This reflects a material worsening of future
performance expectations under the original contract due to
public authority farebox revenue changes and forecast higher
penalties from increased future construction works. As the
signing of revised contracts is a post-balance-sheet event, the
improved RME terms from 1 January 2026 are not reflected as at
31 March 2026.
Revisions to the German rail contracts
A key priority in 2025 and 2026 was a comprehensive renegotiation
of commercial and contractual terms with the relevant PTAs across
the German rail portfolio. Following an agreement in principle
reached in January 2026, revised binding contracts were signed in
June 2026 with all amendments backdated to 1 January 2026.
As this definitive agreement was finalised after the period-end,
the resulting financial benefits and contract adjustments are not
reflected in the Financial Statements for the 15-months ending
31 March 2026 and will be recognised in future results.
Following the successful execution of the revised terms, all
operating contracts within the German division have transitioned
to a gross cost structure. Consequently, the division no longer
carries direct passenger volume or fare revenue risk across
its network.
Rhine-Münsterland-Express (RME) contract: Formally converted
from a ‘net contract’ (where the Group bore fare revenue risk) to a
‘gross contract’ (where fare revenue risk is now borne by the PTAs).
Additionally, the RME contract has been extended by two-years to
align with the major timetable change in 2032.
The revised RME contract also benefits from improved cost
protections, including adjustments to indices which better reflect
changes in costs, as well as:
• Staff cost subsidies: An enhanced subsidy mechanism is now in
place to protect against significantly elevated labour and wage
inflation;
• Balanced penalty regime: Retrospective to 1 January 2021, the
penalty framework has been rebalanced to differentiate by
cause. Lower penalty rates apply to disruptions stemming from
external infrastructure issues, while higher percentages apply
to self-caused cancellations; and
• Engineering works and replacement services: Costs resulting
from infrastructure engineering works will now be fully borne
by the PTAs.
Rhine-Ruhr-Express (RRX) contracts: The loss-making RRX contracts
have been shortened by three-years and will now conclude in
2030. These contracts remain onerous and losses incurred during
15-month period were offset by a £72.2m utilisation of the OCP. As
of 31 March 2026, the remaining OCP stands at £112.9m.
In addition, the Group is in discussions with the PTAs to agree a
repayment profile to settle approximately £130m of cumulative
historical advances primarily related to operational penalties and
subsidies, of which the largest values related to the 2023 to 2025
period. Expectations are that these advances will be repayable
over the lives of the respective contracts.
Outlook
The revised contract structures significantly de-risks and ensures
the long-term financial sustainability of the German Rail business.
On a combined basis, the rail contracts are expected to operate
on a cash-neutral basis over their remaining lifespan with the
potential for a small positive benefit, excluding the repayment of
advances to the PTAs.
As part of the focus on cost and efficiency improvements across
the Group, the German Rail business is reducing overheads and
improving the structure of the business. This is expected to deliver
incremental financial benefits through a focus on automation,
process efficiency and sustainable reduction of the cost base.
21Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
BRIAN EGAN
Group CFO
The Group recorded Adjusted Revenue of £3,419.9m and an Adjusted Operating Profit of £231.0m in the 15-months ending
31 March 2026. Statutory operating profit was £11.7m. The results for the current period are for the 15-months ending 31 March 2026,
with the comparative information being for the 12-months ending 31 December 2024. To aid comparability, pro-forma results for the
15-months ending 31 March 2025 have also been presented below. The Group’s previously released unaudited results for the 12-months
ending 31 December 2025 provides a like-for-like comparison to full year 2024.
Adjusting items of £399.6m for the period included non-cash movements comprising £184.1m arising from the disposal of North America
School Bus (NASB) and National Express Transport Solutions (NXTS), a £41.3m impact from the RME IFRS 15 contract asset in German Rail,
a £38.6m remeasurement of onerous contract provisions (OCPs) in WeDriveU and the impact of changes to the operating environment in
Morocco of £26.6m.
Adjusted net debt has reduced when compared to the prior year, with £115.0m net funds inflow during the period. This was aided by
proceeds received and debt disposed of relating to NASB. As a result covenant gearing was 2.9x at 31 March 2026.
Group Performance
Adjusted
result
1
15-months
ending
31 March 2026
£m
Adjusting
items
15-months
ending
31 March 2026
£m
Statutory
total
15-months
ending
31 March 2026
£m
Adjusted
result
1, 2
12-months
ending
31 December
2024
£m
Adjusting
items
2
12-months
ending
31 December
2024
£m
Statutory
total
2
12-months
ending
31 December
2024
£m
Continuing operations
Revenue 3,419.9 (61.9) 3,358.0 2,597.5 – 2,597.5
Operating costs (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 0.1 – 0.1 (0.3) – (0.3)
Net finance costs (95.0) (6.0) (101.0) (79.6) (2.8) (82.4)
Profit/(loss) before tax 136.1 (225.3) (89.2) 99.5 (149.9) (50.4)
Tax (charge)/credit (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 (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)
Mobico recorded an Adjusted
Operating Profit of £231.0m for the
15-month period ending 31 March 2026.
Adjusted net debt reduced by over
£100m in the period from the end of
2024, with covenant gearing 2.9x at
the end of March 2026.”
“
22 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Group CFO’s review
Pro-forma comparative information – continuing operations
Adjusted
result
1
15-months
ending
31 March 2026
£m
Adjusting
items
15-months
ending
31 March 2026
£m
Statutory
total
15-months
ending
31 March 2026
£m
(Proforma)
Adjusted
result
1
15-months
ending
31 March 2025
£m
(Proforma)
Adjusting
items
15-months
ending
31 March 2025
£m
(Proforma)
Statutory
total
12-months
ending
31 March 2025
£m
Revenue 3,419.9 (61.9) 3,358.0 3,230.1 – 3,230.1
Operating costs (3,188.9) (157.4) (3,346.3) (3,033.6) (154.0) (3,187.6)
Group operating profit/(loss) 231.0 (219.3) 11.7 196.5 (154.0) 42.5
Share of results from associates 0.1 – 0.1 – – –
Net finance costs (95.0) (6.0) (101.0) (100.0) (2.8) (102.8)
Profit/(loss) before tax 136.1 (225.3) (89.2) 96.5 (156.8) (60.3)
1
To supplement IFRS reporting, we also present our results on an adjusted basis which shows the performance of the business before adjusting items,
principally comprising amortisation of intangibles for acquired businesses, remeasurement of OCPs and restructuring costs. Treatment as an adjusting
item provides users of the accounts with additional useful information to assess the year-on-year trading performance of the Group. Further explanation
in relation to these measures, together with cross-references to reconciliations to statutory equivalents where relevant, can be found in the Alternative
Performance Measures section below.
2
Restated for prior period restatements and to represent prior periods for discontinued operations
Group Adjusted Revenue of £3,419.9m increased by £189.8m (5.9%) on a pro-forma 15-month like-for-like basis. Revenue growth was led
by Alsa, driven by double-digit growth in Urban and Regional segments, and WeDriveU, with the latter driven by new contract wins across
all areas of the business. 2024 full year revenue was £2,597.5m.
Group Adjusted Operating Profit of £231.0m increased £34.5m (17.6%) on a pro-forma 15-month like-for-like basis, largely driven by Alsa,
a greatly improved performance in German Rail and the benefits of the commencement of the cost reduction programme. Segmental
performance is explained further below. 2024 full year Adjusted Operating Profit was £179.4m (restated).
After £219.3m (2024: £147.1m) of adjusting items, statutory operating profit was £11.7m (2024 restated: £32.3m). Adjusting items are
detailed in the following section.
Adjusted net finance costs for the period were £95.0m (2024: £79.6m). Interest rates on the floating rate portion of the Group’s debt
reduced during the period and the proportion of Group debt at floating rate also decreased following the maturity of interest rate swaps
in November 2025.
The Group recorded an Adjusted Profit before tax of £136.1m (2024 restated: £99.5m).
The adjusted effective tax rate of 47.8% (2024 restated: 51.1%), reflects the combination of business performance across the Group’s
portfolio, restricted deductibility of finance costs and derecognised deferred tax assets. This adjusted effective rate resulted in an adjusted
tax charge of £65.0m (2024 restated: £50.8m charge). The statutory tax charge was £46.2m (2024 restated: £94.0m), with an adjusting
tax credit of £18.8m (2024 restated: £43.2m charge) consisting of a £4.9m tax credit on adjusting intangible amortisation, a £2.6m credit
in relation to deferred tax asset recognition on goodwill tax relief, a £20.8m tax credit on tax deductible adjusting items, a £9.3m credit in
relation to the recognition (2024: derecognition) of deferred tax assets, which is considered adjusting as it is material in size and non-
recurring in nature, and an £18.9m charge in relation to an uncertain tax position.
Discontinued operations reflect the results of NASB and NXTS (in the UK) up to the dates of disposal on 14 July 2025 and 17 October 2025,
respectively. Adjusting items are detailed in the following section.
The statutory loss for the period for the Group was £328.6m (2024 restated: £801.1m loss).
23Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Adjusting items
Adjusting items in the period were £399.6m (2024 restated: £855.8m), of which £206.5m related to continuing operations (2024 restated:
£193.1m) and £193.1m related to discontinued operations (2024 restated: £662.7m). Cash outflows in the period related to adjusting
items were £158.4m (2024 restated: £99.2m).
Adjusting items
Income
statement
15-months
ending
31 March 2026
£m
Income
statement
12-months
ending
31 December
2024
1
£m
Cash
15-months
ending
31 March
2026
£m
Cash
12-months
ending
31 December
2024
1
£m
Adjusting items from continuing operations:
Intangible amortisation / impairment for acquired businesses (26.8) (20.7) – –
Re-measurements of onerous contracts and impairments resulting from
the Covid-19 pandemic – 4.1 – (1.4)
Remeasurement of German Rail IFRS 15 contract asset (41.3) –
– –
Remeasurement of German Rail OCPs 4.7 (86.4) (72.2) (45.8)
Final remeasurement of the Rabat put liability 0.8 – – –
Remeasurement of WeDriveU OCPs (38.6) 0.7 (11.6) (1.8)
Repayment of UK Coronavirus Job Retention Scheme grant (‘Furlough’) – (8.9)
Costs in relation to the legacy School Bus claims provision (46.2) – (27.4) –
Impairments and other costs associated with Morocco contract changes (26.6) – – –
Restructuring and other costs (45.3) (44.8) (40.8) (36.3)
Adjusting operating items from continuing operations (219.3) (147.1) (152.0) (94.2)
Finance costs:
Unwind of discounting of provisions (6.0) (2.8) – –
Total adjusting operating items from continuing operations
before tax (225.3) (149.9) (152.0) (94.2)
Tax credit/(charge) on adjusting items 18.8 (43.2) – –
Total adjusting operating items after tax from continuing operations (206.5) (193.1) (152.0) (94.2)
Adjusting items from discontinued operations:
Intangible amortisation / impairment for acquired businesses (2.2) (7.0) – –
Disposal of NASB and NXTS (184.1) – – –
Goodwill impairment on NASB – (547.7) – –
Restructuring and other costs (6.1) (5.8) (6.4) (5.0)
Adjusting operating items before tax from discontinued operations (192.4) (560.5) (6.4) (5.0)
Tax charge on adjusting items (0.7) (102.2) – –
Total adjusting operating items after tax from discontinued
operations (193.1) (662.7) (6.4) (5.0)
1
Restated to represent prior periods for discontinued operations
During the period two significant disposals were completed, being NASB, and NXTS in the UK. For NASB, a £233.8m impairment loss
on remeasurement to fair value less cost to sell was recorded in the period; on disposal this was partly offset by £87.3m of exchange
differences and £1.8m of net investment hedge reserve being recycled to the Income Statement. For NXTS, a £39.4m impairment loss on
remeasurement to fair value less cost to sell was incurred.
Amortisation on intangibles within acquired businesses from continuing operations was £26.8m in the period (2024: £20.7m).
Amortisation on intangibles within acquired businesses from discontinued operations fell by £4.8m as a result of the sale of NASB during
the year.
There was a non-cash impairment of the RME IFRS 15 contract asset of £41.3m (2024: £nil) due to a material worsening in future
performance expectations under the original contract, primarily from a combination of farebox revenue changes implemented by the
public authorities and forecasted higher penalties from increased future construction works. The benefit of the renegotiated contract
entered into after the period-end cannot be reflected in the accounting for the IFRS 15 contract asset as at 31 March 2026.
24 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Group CFO’s review continued
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.
25Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
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 2024
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
Group CFO’s review continued
£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
27Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Financial KPIs
Adjusted Operating Profit (£m) Free Cash Flow (£m) Adjusted Return on Capital Employed
(%)
£231.0m
2024 restated: £179.4m
£131.8m
2024 restated: £215.9m
21.5%
2024 restated: 10.0%
231.0
198.0
179.4
168.6
197.3
22
23
24
25
25/26
12-months
15-months
131.8
77.3
215.9
163.7
160.5
22
23
24
25
25/26
15-months
12-months
21.5
18.3
10.0
7.0
7.6
22
23
24
25
25/26
12-months
15-months
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.
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.
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
Key performance indicators
Non-Financial KPIs
Safety – Fatalities and Weighted
Injuries (FWI per million miles)
Passenger kilometres (millions) GHG emissions: tCO
2
e/mpkms
0.001
2024: 0.003
26,779
2024: 39,432
52.95
2024 restated: 49.96
0.001
0.003
0.006
0.003
22
23
24
25
12-months
26,779
22,155
39,432
38,777
37,804
22
23
24
25
25/26
15-months
12-months
52.95
51.78
49.96
36.39
40.06
22
23
24
25
25/26
15-months
12-months
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.
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.
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.
29Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Non-Financial KPIs
On-Time-Performance
91.9%
2024: 92.0%
91.9
91.8
92.0
91.1
91.5
22
23
24
25
25/26
15-months
12-months
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.
30 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Key Performance Indicators continued
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
31Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Our engagement with stakeholders
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
Our engagement with stakeholders continued
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
33Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
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
Non-financial and sustainability
information statement
We respect
the planet
We move
people
We connect
places
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m
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y
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i
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e
Sustainability is at the heart of everything we do
We respect the Planet, we move People and we connect Places.
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
We connect places
and transform
communities
Together, we move
people safely and
responsibly
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.
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.
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.
To learn more about Sustainability at
Mobico and our Climate Transition
Plan go to www.mobicogroup.com/
sustainability/
35Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Sustainability
We respect the planet
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.
Planet
Aligned
UN Sustainability Goals
Sustainable Cities
and Communities
Responsible
Consumption
and Production
Climate Action
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
Sustainability continued
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.
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 CO
2
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.
37Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Together, we move people safely and responsibly
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.
People
‘People & Culture’
strategy
Our way of
working
Our
priorities
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.
Transparency,
innovation,
continuous
improvement
and operational
excellence shape the
way we work.
Going
further
1 We are powered by talent.
2 Connection makes us stronger.
Being
close
3 Culture shapes who we are.
4 Driven by diversity.
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.
Aligned
UN Sustainability Goals
Good Health and
Wellbeing,
Decent Work and
Economic Growth,
Sustainable Cities
and Communities
Going further. Being close.
38 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Sustainability continued
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
29%
71%
Key
Male 62.5%
Female 37.5%
Senior leadership team
40%
60%
Key
Male 75.5%
Female 24.5%
Entire workforce
50%
50%
Key
Male 83%
Female 17%
39Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
CASE STUDY
Alsa
Driving talent from ‘Muévete’ to ‘#Impulsa’
In Spain, Alsa’s Muévete programme has long been a
cornerstone of the business’ recruitment strategy, serving
as a vital engine for attracting high-potential young talent.
By offering graduates a structured entry into the mobility
sector, the programme has consistently provided Alsa with a
pipeline of innovative thinkers ready to tackle the challenges
of modern transport.
From consolidation to evolution
In 2025, the initiative reached a new level of maturity.
Building on the success of Muévete, Alsa evolved the
platform in September into the #Impulsa programme.
This transition marks a strategic shift toward a more
sophisticated recruitment model, designed to reinforce
Alsa’s position as an employer of choice in an increasingly
competitive labour market.
Strategic objectives
The launch of #Impulsa strengthens Alsa’s ability to secure
top-tier candidates through:
• Proactive recruitment: The main shift has been moving
towards a more proactive approach to anticipating talent
needs, aligning the hiring of early-career profiles with
optimal market timing to secure top emerging talent;
• Brand positioning: Showcasing Alsa’s commitment
to professional development and long-term career
pathways; and
• Talent integration: Seamlessly transitioning young
professionals into key operational roles to ensure
business continuity.
Future outlook
By evolving this programme, Alsa is not only consolidating
its reputation as an employer of choice for early-career
talent, it is also helping to future-proof its workforce.
#Impulsa ensures that Alsa continues to attract a generation
of professionals who are as agile and forward-thinking as
the mobility solutions they provide.
CASE STUDY
Cultivating a culture of wellbeing
with our ‘Be Well’ strategy
Supporting the health, safety and wellbeing of our
colleagues is essential to helping our people thrive and
deliver the high standards our customers expect.
Since its inception in 2024, the ‘Be Well’ wellbeing strategy
has become an integral part of Mobico’s people strategy.
Managed through a strategic partnership with Mental
Health UK, we aim to foster a supportive and open culture
that prioritises mental and emotional health alongside
physical safety.
Throughout 2025 and 2026, the Group is transitioning from
foundational planning to global actions. Key achievements
to date include:
• Leadership engagement and empowerment: Senior
leaders have received specialised training to support
team flourishing, complemented by mental health
awareness education for line managers;
• Universal access: All employees now have access to
professional mental health support via an employee
assistance programme and various accessible digital
resources; and
• Global advocacy: Dedicated wellbeing ambassadors help
to embed the programme across Mobico divisions.
The Group’s commitment continues with several initiatives
currently underway. Mobico is developing a comprehensive
health and wellbeing programme centred on six
cornerstones: Health, Work, Body, Mind, Leadership and
Finance. The ‘Be Well’ strategy will continue under the new
‘People and Culture’ strategy.
WeDriveU
WeDriveU Employee Resource Groups (ERGs) – including our
Women’s Inspiration Network, Ubuntu (African Americans), OPEN
(out & proud LGBTQ+employee network) and Unidos (Latinos) –
have become the heartbeat of WeDriveU’s inclusive culture with
resources that reach all employees. These networks have moved
from social forums to champions of awareness and change,
with ERGs’ leaders receiving industry recognition for advancing
representation in the North American transportation sector. Based
on their popularity, employees have expressed interest in future
networks for Veterans and Health & Wellness.
40 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Sustainability continued
We connect places and transform communities
Our businesses are rooted in their local communities and we serve
hundreds of towns and cities in urban, sub-urban and rural areas
everyday.
From our bus networks keeping cities such as Manama and Birmingham moving, to our
university shuttles in places like Princeton and ambulances in Spain, we exist to provide
essential services.
During the period we operated in over 40 cities, delivering over 26.7 billion passenger
kilometres. We won 28 new contracts to continue to expand public transport networks.
As a multi-national, multi-cultural Group we know one size doesn’t fit all. That’s why we
work locally with our customers and clients to give back to the communities we serve.
Whether through community outreach teaching children about road safety or through an
ever expanding drive to work with customers to collect essentials for those in need, we
have immense pride in colleagues who go out of their way to show their appreciation for
the communities they live in. We provide our support so that they can continue to expand
their efforts.
CASE STUDY
UK Bus: Electrifying the
Glastonbury Festival shuttles
Sustainability is a core value for both the Glastonbury
Festival and National Express, making their partnership
a natural fit for pioneering green transport solutions. UK
Bus operated dedicated shuttle services from Bristol City
Centre directly to the festival site, providing a vital link for
thousands of attendees.
A defining feature of this operation was the deployment
of a high-performance electric fleet. In 2025, 40% of the
shuttle buses utilised were fully electric, powered entirely
by renewable energy. To support this, temporary charging
infrastructure was installed at both ends of the route,
connecting directly to the mains power to facilitate efficient
top-up charging throughout the service.
The challenging topography of the route proved to be an
operational advantage. The electric buses demonstrated
exceptional reliability, utilising the undulating terrain
to maximise energy regeneration back into the vehicle
batteries during descents.
By integrating zero emission technology into this high-
demand service, UK Bus continues to provide cleaner,
greener public transport options. This initiative not only
reduces the carbon footprint of one of the world’s most
iconic events but also reinforces the Group’s commitment
to leading the transition toward a fully sustainable
transport network.
Places
Aligned
UN Sustainability Goals
Sustainable Cities
and Communities
CASE STUDY
WeDriveU: Celebrating a decade
of ‘Stuff the Bus’
For WeDriveU, community engagement is a fundamental
part of its culture. Each year, from November through
December, the WeDriveU ‘Stuff the Bus’ initiative brings
together employees, customers and partners to support
those in need across the US.
What began as a local toy drive in San Francisco has
grown into a significant national operation. In 2025, ‘Stuff
the Bus’ celebrated its 10th anniversary, delivering over
14,000 essential items including toys, food and clothing
across 14 states. This milestone year saw record-breaking
participation, with partners expanding to include local first
responders, non-profits and generous corporate clients.
The initiative highlights the unique role transportation
plays in community resilience. In 2025 alone, ‘Stuff the Bus’
successfully gathered thousands of donations for partners
such as Toys for Tots, the Black Fire Brigade and various
regional food banks.
41Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Introduction
The Group has complied with the requirements of UK Listing Rule 6.6.6R (8) by including climate-related financial disclosures consistent
with all 11 of the TCFD recommendations and recommended disclosures. These disclosures also incorporate the mandatory climate-
related financial disclosure requirements under the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.
This report partially applies the IFRS Sustainability Disclosure Standards IFRS S1 and IFRS S2 as issued by the International Sustainability
Standards Board (ISSB). The Company currently anticipates achieving full compliance with IFRS Sustainability Disclosure Standards when
the requirements of the UK Sustainability Reporting Standards come into effect, which were published in early 2026 and have used the
ISSB standards as a foundation.
During 2025, the Group has updated its approach to climate risk assessment and reporting, this includes an update to our scenario
analysis, risk modelling, and near and long-term targets. The triennial scenario analysis and modelling was performed during the year in
line with best practice, and our carbon emissions and near-term targets re-baselined following the North America School Bus disposal in
July 2025.
TCFD Recommended Disclosures IFRS S2 Disclosure Requirement Location in Report
Governance
a. Describe the Board’s oversight of climate-related risks and
opportunities.
IFRS S2 6(a)(i)—(v): Governance body
roles and oversight
Page 43
b. Describe management’s role in assessing and managing
climate-related risks and opportunities.
IFRS S2 6(b)(i)—(ii): Management’s role
in governance processes
Pages 44 and 45
Risk management
a. Describe the organisation’s processes for identifying and
assessing climate-related risks.
IFRS S2 25(a)(i)—(vi): Processes for
identifying/assessing risks
Page 44
b. Describe the organisation’s processes for managing climate-
related risks.
IFRS S2 25(b): Processes for managing
opportunities
Page 45
c. Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
IFRS S2 25(c): Integration with
enterprise risk management
Page 45
Strategy
a. Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and
long term.
IFRS S2 9—12: Identification of risks/
opportunities and time horizons
Pages 46 to 49
b. Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy, and financial
planning.
IFRS S2 13—21: Effects on business
model and value chain
Pages 49 to 51
c. Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C
or lower scenario.
IFRS S2 22: Climate resilience
assessment using scenario analysis
Page 52
Metrics and targets
a. Disclose the metrics used by the organisation to assess climate-
related risks and opportunities in line with its strategy and risk
management process.
IFRS S2 29(a): GHG emissions (Scope
1 to 3)
Pages 52 to 55
b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3
greenhouse gas (GHG) emissions and the related risks.
IFRS S2 29(a)(i)—(vi) – 32: GHG
measurement methodology
Pages 52 to 55
c. Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance against
targets.
IFRS S2 33—37: GHG reduction targets
and carbon credit governance
Pages 52 to 55
42 Mobico Group Annual Report for the 15-month period ending 31 March 2026
The Task Force on Climate-related
Financial Disclosures
Governance
Board’s oversight and review of climate-related risks and
opportunities
The Board is charged with governance and oversight of climate-
related risks and opportunities through its dedicated Sustainability
Committee, with a remit to cover the governance of all applicable
environmental and sustainability matters. The Sustainability
Committee met twice during 2025, and once in Q1 2026. The
terms of reference can be found on the Company’s website at
www.mobicogroup.com/about-us/corporate-governance/
committees/, of which the responsibilities are reflected in
section 7.
The key activities of the Sustainability Committee during the period
can be found in the Sustainability Committee Report. On behalf of
the Board, the Committee is informed about climate-related risks
and opportunities and monitors progress against our climate-
related goals and targets, primarily through monitoring and
reviewing a KPI dashboard which is presented at each Committee
meeting. To monitor operational progress against the Group’s
environmental strategy and decisions on major transactions and
the related financial impact, the Board performs an annual review
of both the long-term strategic plan, of which the latest runs until
2030, and the annual budget, the most recent of which is for
CY 2026. Both exercises consider the transition to a low-carbon
economy and the potential impact of physical risks from climate
change, which are discussed in detail in the Strategy section of
this disclosure. These strategic decision processes also compare
against other significant trade-offs, such as capital investments,
network and other operational choices, and customer demands
to make decisions. Please refer to the risk management section
for how the Board exercises oversight regarding incorporating
climate-related issues into the risk management processes.
Board reporting
The Sustainability Committee reports to the Board of Directors
with the Committee Chairs providing updates to the Board
after each Committee meeting on the matters discussed.
Climate risks and opportunities form part of the Group’s overall
risk management process which the full Board is specifically
updated on, as described in the Risk Management section. The
Sustainability Committee also provides a report which details
their activities each year to the Company’s Shareholders, which is
approved by the Board.
Board training and development
The skills and competences of the Committee are monitored by
the Board every year. To assist them in both discharging their
oversight responsibilities on the Group’s strategy and having
the ability to give direction and raise challenges, the Committee
receives presentations from ESG specialists as necessary on
current climate-related topics. During 2025, the Committee
received regular updates and insights regarding forthcoming ESG
legislation including the UK Sustainability Reporting Standards
and the Corporate Sustainability Reporting Directive from
management experts. Committee members can also access
climate-related resources, including Chapter Zero.
43Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Management’s role in assessing, managing and overseeing climate-related risks and opportunities
The Company’s Executive Directors are responsible for the delivery of the Group’s environmental strategy and are the sponsors of its
overall 2040 ambitions to achieve net zero for Scope 1 and 2 emissions. The Group has a dedicated Environmental Policy, available at
www.mobicogroup.com/about-us/our-policies/.
The below diagram explains the role both Board Committees and different senior leaders play in having oversight of assessing and
managing climate-related risks and opportunities:
Board of Directors
• 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, including for climate risks.
Audit Committee
• Reviews the Annual Report, including TCFD disclosures,
each year.
• Considers and approves management’s proposals for the
assurance of ESG metrics.
Sustainability Committee
• A remit to oversee the governance of environmental and
sustainability matters, including our transition to zero emission
vehicles (ZEVs).
Nominations Committee
• Considers and recommends the composition of, and new
appointments to, the Sustainability Committee to ensure there
is sufficient ESG experience.
Remuneration Committee
• Considers the inclusion of ESG targets within remuneration
incentives.
Company executive management (Group CEO, Executive Chair and Group CFO)
• Delivery of the Group’s overall strategy, including its
ZEV fleet.
• Transition strategy and management of other climate-
related risks and opportunities.
• Ensure effectiveness of the Group’s risk management
system, including for climate-related risks.
Group functional managers
Assist with identifying and managing climate-related risk, for
example by:
• Group General Counsel: advising on regulatory changes
driving net-zero transitional risks;
• Group Head of Insurance & Claims: securing insurance
coverage for physical climate risks;
• Group Director of Internal Audit: providing independent
assessment of the effectiveness of climate-related risk
management activities and of other functions’ climate-related
activities as required; and
• Group Finance Director: leads an internal team who are
collectively responsible for:
• Providing timely reporting on emissions data and the
Group’s performance against its targets; and
• Providing updates to the Sustainability Committee on the
impact of future legislation.
Global sustainability steering group (GSSG)
Attendees include representatives from each division who are
primarily responsible for environmental and sustainability
matters.
The GSSG is tasked with:
1. Setting the global strategic framework for our sustainability
strategy;
2. Establishing how to communicate our ESG strategy, vision, and
purpose externally;
3. Sharing best practice and collective learning, including
mitigation plans;
4. Communicating our successes to our stakeholders –
particularly Shareholders; and
5. Reviewing ESG data, including carbon emissions and the
number of ZEVs, and considers performance against targets.
Divisional executive management (divisional CEOs and CFOs)
• Build climate-related risks and opportunities into divisional
business plans, allocate resources for their delivery, and
manage and track their delivery.
• Build the financial implications of climate-related risks
and opportunities into divisional budgets and track these
through forecasts.
Divisional commercial and operations and service delivery
managers
• Develop and implement contingency plans to mitigate
physical risks.
• Deliver commercial arrangements to capitalise on climate-
related opportunities, for example, by arranging road
services to cover disruption caused by physical risks to rail
infrastructure.
• Assist in identifying new climate-related risks and
opportunities.
Divisional ZEV steering groups
Climate-related activities:
• Develop and track progress against divisional ZEV transition
plans and financial impact of ZEV initiatives.
• Review customer (passenger and contract counterparty)
demand for ZEVs, ZEV supply chain relationships, ZEV funding
options, technological advancements.
Divisional risk owners
• Assists in identifying and reporting climate-related risks and
opportunities.
44 Mobico Group Annual Report for the 15-month period ending 31 March 2026
The Task Force on Climate-related Financial Disclosures continued
01
02
03
04
05
06
Identify
risks and
opportunities
across divisions
Assess
using impact
and likelihood
assessment
criteria
Evaluate
the priority of
CROs and
submit to
Group
Mitigate
high-priority
CROs by
developing a
response plan
Monitor and
Review
CROs quarterly
Communicate
CROs with key
stakeholders
1. Divisional climate
risk assessment
2. Integration of
climate-related
risks into Group risk
management system
Transition plan governance
The Board has ultimate responsibility for overseeing the Group’s
Climate Transition Plan, ensuring alignment with the Group’s
Purpose, Values and long-term objectives. Oversight is exercised
primarily through the Sustainability Committee, which has a remit
to govern environmental and sustainability matters, including
the delivery of our fleet transition to ZEVs. The Sustainability
Committee monitors progress against the transition plan’s
objectives through a dedicated KPI dashboard presented at
each meeting.
Risk management
The Group recognises that climate change brings both significant
risks and strategic opportunities that will influence long-term
resilience and competitiveness. The Group applies a two-pronged
approach to identifying and assessing climate-related risks and
opportunities. The principal approach to identifying climate-
related risks is through divisional climate risk and opportunity
self-assessment. This is supplemented by the integration of
climate-related risks into the Group’s risk management system.
Both physical and transitional risks are seen as principal risks for
the Group.
Divisional climate risk and opportunity self-assessment
Each division undertakes a dedicated climate-related risk and
opportunity self-assessment, at least on a triennial basis. First
introduced in 2022 and repeated in 2025 with the support of
external sustainability consultancy Bureau Veritas, this exercise
enables the Group to identify, assess and evaluate the potential
size and scope of climate-related risks and opportunities across all
operating divisions. Results are reported to Group and reviewed
for material changes. The assessment covers both physical risks
(e.g. extreme weather events) and transition risks (e.g. technology
developments, infrastructure requirements, and energy challenges
associated with the rapid shift to a ZEV fleet).
Divisional teams assign probability and financial impact scores
to each risk and opportunity, assess the expected frequency of
occurrence, and evaluate the effectiveness of existing controls.
Each division is required to:
• Rate impact and likelihood;
• Estimate, where practical, financial impacts across short,
medium, and long-term horizons; and
• Document existing mitigations and assess their effectiveness.
Detailed guidance ensures consistency in scoring across divisions.
Submissions are consolidated into a central Group-wide climate
risk register, reviewed by the Group Finance team with support
from Bureau Veritas, and validated through clarifications
where necessary.
The product of the financial impact and likelihood ratings is used
to define risk scores for each timeframe. This provides a complete
and balanced picture of exposure to climate-related risks.
Material risks are identified using defined risk score thresholds,
which enable the Group to clearly identify the most material
risks in individual locations and any risks which are material
across divisions.
These thresholds are aligned with the Group’s financial materiality
definition. The resulting climate-related risks and opportunities
(CROs) are categorised into transition risks, physical risks, and
opportunities, reflecting outputs from both the risk assessment
process and scenario analysis.
Risks and opportunities are prioritised based on their expected
magnitude, likelihood and timeframe of impact, informed by past
events, current conditions and credible forecasts. Assessments
are reviewed by Group senior management, with a summary
presented to the Board. The Board challenges conclusions to
ensure climate risks are assessed alongside other principal risks.
Integration into the Group’s risk management system
Climate risks are also embedded within the Group’s broader risk
management framework, which is presented to the Board at least
twice annually. Risks follow a top down and bottom up process
and Group-level risks are cascaded down to divisional Executive
Management, with both existing and emerging transition and
physical climate risks feeding into divisional and Group risk
registers. Each risk is assigned to a designated owner, responsible
for monitoring developments and reporting updates twice a
year. Significant risks are consolidated into a Group register,
with actions to mitigate them such as targeted investment
or operational changes discussed and approved under the
Group’s delegated authority framework. The most material risks,
including those linked to the transition to ZEVs and supporting
infrastructure, are regularly reviewed at Board meetings.
45Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Strategy
Climate-related risks and opportunities
We assess our exposure to climate-related risks and opportunities with an approach that is anchored in robust scenario analysis.
The scenario analysis enables us to identify and ultimately assess the impact of risks from transitioning to a low-carbon economy and the
physical risks from climate change over defined time horizons.
The above time horizons represent a refinement of previously used
scenarios and have been introduced to strengthen the robustness
of our climate-related risk analysis. The medium-term timeframe
was extended from 2028–2035 in previous assessments to
2030–2050, as the Group believes this horizon better captures the
critical transition risks facing the bus, coach and rail sectors. This
period encompasses anticipated regulatory milestones such as the
phase-out of diesel vehicles, accelerated adoption of zero-emission
technologies and infrastructure investments required to support
electrification and alternative fuels. It also reflects evolving
customer expectations and policy commitments across our
operating geographies, ensuring that our strategy remains aligned
with the pace of decarbonisation in the transport sector.
The long-term horizon was previously defined as extending to
2050; however, the Group has extended this horizon beyond 2050
to better capture the intensifying physical risks of climate change.
By looking beyond 2050, the Group ensures its strategy remains
resilient to the long-term trajectory of climate change and aligned
with scientific projections that highlight the lagging effects of
greenhouse gas concentrations.
These time horizons are applied consistently across the
Group’s scenario analysis and strategic planning processes
to ensure robust evaluation of transition and physical risks
and opportunities.
Climate scenario analysis
In 2025, the Group updated its climate scenario analysis with the
support of an external sustainability consultancy, Bureau Veritas.
In previous years the Group’s climate risk assessment relied on two
‘bookend’ scenarios, representing extreme physical and transition
risk outcomes. These scenarios were qualitative in nature, and
offered valuable insights into how risks and opportunities might
realistically affect our operations.
As an extension to the previous approach, the Group has now
integrated quantitative, publicly available scenarios developed
by leading international research institutions and policy
organisations, including the International Energy Agency (IEA),
the Network for Greening the Financial System (NGFS), and the
World Bank.
These scenarios provide transparent, science-based projections of
global emissions pathways, climate impacts, and socioeconomic
trends. By leveraging this extensive, peer-reviewed modelling,
the Group gains deeper insight into macro-level factors such
as energy demand, carbon budgets and policy assumptions,
enabling a more comprehensive evaluation of climate-related risks
and opportunities.
Transition risk scenario selection
For transition risk analysis, the Group selected the Net Zero 2050
(~1.5°C) scenario published by NGFS as its primary reference.
This scenario provides national and regional outputs, allowing for
geographically relevant and focused insights across the Group’s
diverse operations. It is aligned with the Paris Agreement objective
of limiting global warming to well below 2°C (ideally 1.5°C) and
achieving net-zero greenhouse gas emissions by around 2050.
This scenario highlights the risks most pertinent to the Group’s
medium-term horizon, particularly the pace at which the diesel
fleet must transition to ZEVs and the broader actions required to
reduce emissions.
To supplement this analysis, additional scenarios were
utilised including:
• NGFS’s Below 2°C Scenario;
• NGFS’s Delayed Transition 2070; and
• IEA’s Net Zero Emissions by 2050 scenario.
These scenarios were used to support trend analysis and identify a
wider range of risks and opportunities. Together, these scenarios
provide a comprehensive view that aligns with Group operations,
ambitions and approach to climate risk management.
Time horizons
To assess the impact of climate-related risks and opportunities over time, the Group has defined three distinct time horizons that
align with strategic planning cycles, regulatory milestones and global climate objectives:
2025 2030 2050
Short-term Medium-term Long-term
Reflects the five-year
strategic financial
planning period and
near-term regulatory
developments.
To reflect the period when a structural transformation is expected
to occur in the transport sector, including the phase-out of diesel
vehicles and significant progress towards net-zero emission
targets across the geographies in which the Group operates.
These developments are consistent with The Paris Agreement
objective of limiting global warming to well below 2°C (ideally
1.5°C), which requires the achievement of net zero by 2050.
This horizon captures the
intensifying physical impacts
of climate change that
extend beyond mid-century,
including more severe and
frequent extreme weather
events and rising sea levels.
46 Mobico Group Annual Report for the 15-month period ending 31 March 2026
The Task Force on Climate-related Financial Disclosures continued
Transition risk scenarios summary
Scenario
Global
net-zero
by:
Temperature
rise by 2050 Assumptions
Net Zero 2050 – NGFS
2050 < 1.5°C • Assumptions for the transport sector, with outputs for passenger
road and rail.
• Transport fuel mix in the transport sector is broken down in
five-year intervals by country.
• Separate assumptions and outputs for each country where
the Group operates, alongside regional aggregates (e.g. North
America and Europe).
• Country-level carbon price trajectories are modelled through
to 2050.
Below 2°C – NGFS
2070 < 2°C
Delayed Transition–
NGFS
2070 < 2°C
Net Zero Emissions by
2050 – IEA
2050 < 1.5°C • Transport fuel use is aggregated at the global level.
• Includes assumptions on battery capacity in ZEVs.
• Outputs provided at a global level with vehicle categories
including buses.
Physical risk scenario delection
To strengthen our assessment of physical climate risks, the
Group has refined its scenario analysis by integrating quantitative
projections from the World Bank Climate Knowledge Portal.
Projections of future climate over three time horizons, in all
countries in which the Group operates, were utilised.
The portal provides climate projections derived from global
climate models (GCMs) that are run under the Representative
Concentration Pathway (RCP) scenarios. Each RCP represents
a different trajectory of greenhouse gas concentrations and
radiative forcing, allowing users to explore future temperature,
precipitation and extreme event trends under different emissions
scenarios from RCP 2.6, which reflects ambitious global mitigation
aligned with the Paris Agreement’s 1.5°C goal through to RCP 8.5,
a high-emission trajectory with limited policy intervention.
Using a single authoritative source ensures comparability across
geographies, improves efficiency and enhances accessibility for
decision makers. This science-based approach builds upon our
previous narrative-based analysis, providing transparent and
credible data for stress testing business resilience.
Projections cover both chronic risks such as rising temperatures
and shifting precipitation, and acute risks, including storms and
heatwaves. Key variables include:
• Average summer and winter temperature changes (mean,
maximum, minimum);
• Number of days exceeding 30°C;
• Seasonal precipitation changes; and
• Number of days with rainfall above 20mm.
Together, these indicators provide a clear picture of evolving
climate trends and their potential impacts on operations
and supply chains, supporting scenario analysis and
resilience planning.
For physical risk, the Group selected RCP 8.5 as the primary
reference scenario. This high-emission pathway is widely
recognised as the benchmark for stress-testing resilience under
severe climate outcomes. By focusing on RCP 8.5, we capture the
full extent of potential physical climate impacts in a high-emission
scenario, ensuring our strategy is robust against worst-case
conditions. While this may overstate the risks if global mitigation
succeeds, it provides a prudent basis for long-term planning and
highlights vulnerabilities requiring action.
For reference, RCP 4.5 was also considered as a stabilisation
pathway, offering context on how the climate may evolve under
moderate mitigation efforts and current policy commitments.
Although the RCP 8.5 was the primary scenario analysed, this
pathway was utilised to provide a reference of how risks and
opportunities evolve if current or moderate policies succeed. This
offers a credible alternative to RCP 8.5 and replaces the previously
used RCP 2.6, as we believe that it offers more plausible insights
into trends in future climate.
By integrating quantitative climate projections into the Group
scenario analysis, we can clearly understand changes in
temperature extremes, precipitation intensity and seasonal
averages under multiple climate pathways. We can use this data to
map the interactions of these changes with our operations and to
assess both acute and chronic risks across our geographies. This
approach ensures our disclosures are both useful and credible
and enhances the robustness of our climate risk assessment
while providing valuable insights into how climate change may
impact our operations and strategy over the short, medium, and
long term.
By utilising these scenarios, the Group scenario analysis employs
credible, science-based scenarios that capture both transition and
physical risks across a range of potential futures.
47Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Physical risk scenarios summary
Projections RCP Spatial scope Description Variables
Climate
Knowledge
Portal Climate
Projections
(World Bank)
RCP8.5 Global, with
projections at
country and
subnational
resolution
• A high-emission pathway with limited climate policy
intervention, resulting in significant physical climate risks
such as extreme weather events and chronic changes in
temperature and precipitation patterns.
A range of
variables for
high and low
temperatures,
precipitation,
heatwaves,
droughts and
heavy rainfall
occurrences.
RCP4.5 • A pathway where global emissions peak around mid-century
and then decline, assuming moderate mitigation efforts.
• Results in reduced but still material physical climate risks,
including shifts in temperature, precipitation and extreme
weather patterns.
Risk and opportunity identification
The output of the climate scenario analysis was the identification of climate-related risks and opportunities by time horizon, to be taken
forward to the risk assessment process, as outlined in the Risk Management section above. A key enhancement to our approach was
the use of regionally specific scenario outputs to define risks and opportunities at the divisional level. This ensured that climate-related
risks and opportunities were assessed in the context of each of the Group’s operations (UK Bus, UK Coach, Alsa, Germany, WeDriveU, and
Head Office), rather than solely at a consolidated level. The table below summarises the material risks that were identified through the
process of scenario analysis and risk assessment outlined above, with the division(s) most likely to be affected by each risk or opportunity
highlighted; and the time horizons in which we currently anticipate the greatest impact is also shown.
Material climate-related risks and opportunities
Risk/opportunity description
Time horizon and impact Division
most
affectedShort Medium Long
Physical
Flooding of stations and railways leading to damage of vehicles and equipment,
disruption of services, safety hazards and financial losses
Germany
Increased impact of snow days beyond what is currently experienced, resulting in route/
rail closures, reduced visibility and hazardous conditions, leading to widespread service
delays and cancellations
Germany,
UK (all),
WeDriveU
Transition
Carbon pricing having an impact on the supply chain with increased costs of vehicle
procurement, infrastructure and parts being passed onto the Group. Particularly in an
accelerated transition scenario, where there is greater government action, this was
identified in every division and seen as the most financially material
Group-wide
Shifts in government policy, regulatory frameworks, or emissions thresholds, particularly
if introduced with limited lead time, leading to rapid operational changes being required
Group-wide
Increased regulatory and reporting requirements increasing compliance costs (for
example, third-party assurance or advisory services being needed); particularly in the
event of an accelerated transition
Central
functions
Increasing investor and other stakeholder pressure to transition. Failure to meet
expectations may result in reduced stakeholder confidence and erosion of brand
credibility
Group-wide
Expansion of low or no emissions zones which include public service vehicles, requiring
faster than planned transition
UK Coach)
48 Mobico Group Annual Report for the 15-month period ending 31 March 2026
The Task Force on Climate-related Financial Disclosures continued
Risk/opportunity description
Time horizon and impact Division
most
affectedShort Medium Long
Transition continued
Uncertainty around the ZEV transition in the long-haul coach market, including:
• Uncertainty around availability and commercial viability of zero emission vehicles,
fuels and related infrastructure;
• Volatility in price of zero emission fuels, such as electricity and hydrogen, resulting in
higher operating costs;
• Risk of limitations in range and battery life for long-haul solutions delaying the
transition;
• Risk of investing in unproven technologies in an accelerated transition scenario and
recoverability of diesel residual values; and
• Reliance on the ability of third-party operators to be able to transition.
Alsa and
UK Coach
Fluctuations in the reliability of the grid in the face of higher demands for electricity,
and the price impact and ability of the Group of selecting to switch to renewable energy
sources for electricity.
Germany
Opportunity
Increase in passenger use of public transport due to modal shift from private cars to
mass transport, increasing numbers of passengers, and improving asset utilisation
driving divisional revenue generation.
Group-wide
Transition plan and strategic response
Achieving net-zero GHG emissions by 2050 is critical to limiting
global warming to 1.5°C and avoiding the worst impacts of climate
change. To support these global efforts, the Group has set both
near-term (2035) and longer-term (2040) targets aligned with the
1.5°C global temperature limit under the Paris Agreement and
approved by the Science Based Targets initiative (SBTi); details of
which are set out in the Metrics and Targets section.
The key driver of achieving these targets is the transition of our
fleet to ZEVs. Vehicle emissions currently account for over 90%
of Scope 1 emissions, making fleet decarbonisation essential to
meeting our net-zero goal. Except for Germany, which already
operates a fully electric rail fleet, all divisions must successfully
transition to ZEVs. As a result, we anticipate that carbon offsetting
will play only a minor role in our strategy.
As part of an industry with high emissions, delivering this
transition is critical to reducing our contribution to global
emissions while continuing to provide public transport services
that already help avoid emissions. To address this, the Group
takes a proactive approach, engaging continuously with suppliers,
partners, and customers to accelerate progress.
The Group has been in the process of developing an integrated
Climate Transition Plan, to be presented as a structured roadmap
that supports the delivery of our short and near-term net-zero
targets. This roadmap is informed by our climate-related scenario
analysis and outlines how the Group and its divisions will adapt
business strategy, operations, and governance to meet both near
and long-term decarbonisation goals.
The plan incorporates a set of foundational assumptions and
dependencies reflecting current market conditions, regulatory
landscapes, technological trajectories and stakeholder
expectations. These assumptions are critical to the feasibility and
effectiveness of proposed actions.
The integrated Climate Transition Plan is based on our existing
Group-wide net-zero commitments, including our 2040 ambition
and the associated near-term carbon-reduction targets. As
further detailed regulatory requirements are released in relation
to transition plans, the Group will update and expand its
disclosures accordingly.
49Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
A summary of each divisional transition plan, along with progress to date, is provided in the tables below.
UK Bus: UK Urban Bus: Alsa Shuttle & Transit: WeDriveU Long-haul: UK and Alsa Rail: Germany
UK urban bus operations are
progressing rapidly towards zero-
emission fleet deployment. The
strategy focuses on electrification,
infrastructure readiness and
operational optimisation to meet
near-term targets while ensuring cost
efficiency and service reliability.
Alsa’s urban bus transition
strategy emphasises incremental
electrification supported by hybrid
and biodiesel solutions, while working
closely with public authorities to
ensure infrastructure readiness and
contractual alignment.
WeDriveU’s North American
operations prioritise supplier
partnerships and grant funding
to accelerate fleet electrification,
supported by robust infrastructure
planning and proven ZEV technology
availability.
The long-haul coach strategy explores hydrogen and battery, electric solutions for
decarbonising intercity travel. Collaboration with industry bodies and infrastructure
planning are critical to overcoming range and charging challenges.
Rail operations in Germany are
already fully electric, with a focus on
energy optimisation and renewable
integration. The fleet is equipped
with regenerative braking. Driver
assistance systems and infrastructure
upgrades will further reduce
emissions and enhance efficiency.
Details Details Details Details Details
Key activities
• Fleet electrification with 31% already
zero-emission or on order (up from
27% at the end of 2024)
• Driver training programmes
focused on regenerative braking
optimisation
• Solar panel installation at depots for
onsite electricity generation
• Installation of LED lighting has been
completed at 11 locations
• Depot redesign – four depots now
fully designed for ZEVs
• Infrastructure and funding
partnerships leveraging proven
learning
Key activities
• 197 new EV additions or orders
during 2025
• Hybrid and alternative fuel vehicles
(biodiesel) deployment as interim
measures
• Close collaboration with Public
Transport Authorities on electricity
availability
• Iterative transition strategy aligned
with contract counterparties
Key activities
• Fleet electrification and ZEV
deployment
• Supplier contracts guaranteeing
battery and vehicle charging
• Grant funding utilisation
• Infrastructure partnerships for
depot charging
• Market engagement for proven ZEV
technology
Key Activities
UK operations
• Hydrogen coach trials with UK suppliers meeting specification requirements
• Battery ZEV deployment on shorter routes (e.g. airport operations)
• Technology monitoring of both hydrogen and electric solutions
• Supplier engagement and industry collaboration through CPT ZEV taskforce
• Infrastructure assessment and planning for charging/fuelling solutions
Alsa operations
• Electric supercharger exploration at stations aligned with mandatory driver breaks
• Infrastructure planning coordinated with driver rest requirements
• Industry collaboration through International Federation of Public Transport (UITP)
• Technology solution development for long-distance operations
Key Activities
• Driver assistance systems for energy
optimised driving
• Energy usage reduction initiatives
• Renewable energy feasibility
assessment
• Continuous monitoring of energy
efficiency opportunities
Assumptions & dependencies
• Proven electric vehicles available
from UK suppliers
• Electricity network capacity sufficient
at depot locations
• Vehicle purchasing requirements
is not a significant proportion of
available market capacity
• Grant funding availability to support
transition
• Operational benefits (lower
maintenance, reduced running
costs, higher customer satisfaction)
will continue
• Supplier contracts guaranteeing
battery and vehicle charging
• Electricity network infrastructure at
depot locations
• Supplier partnerships for vehicle
sourcing and infrastructure
installation
• Market availability of proven ZEV
technology
Assumptions & dependencies
• Longer transition timescale than UK
due to operating conditions
• Suitable vehicles will be available in
the market
• Public Transport Authorities will
support vehicle and infrastructure
initiatives
• Similar operational benefits will
emerge as transition progresses
• Electricity infrastructure will be
expanded by authorities
• Contract counterparties agreement
on transition timetable
• Public Transport Authorities
controlling electricity availability and
depot charging capacity
• Operating conditions (route length,
ambient temperatures) compatibility
with ZEV technology
• Market availability of suitable
vehicles for diverse operating
conditions
Assumptions & dependencies
• Supplier contracts will ensure
battery and charging availability
• Continued grant funding support
• Electricity network capacity at depot
locations
• Market availability of proven ZEV
technology
• Supplier partnerships for vehicle
sourcing and infrastructure
installation
• Electricity network infrastructure
readiness
• Market supply of ZEV technology
Assumptions & dependencies
UK specific assumptions
• Hydrogen technology will produce longer range than battery ZEV
• Battery ZEV is viable for future long-distance journeys
• Hydrogen cost per kilogram will decrease as industrial production scales up
Alsa specific assumptions
• Electric supercharger technology can be deployed at station locations
• Mandatory driver breaks provide sufficient charging windows
• UITP and industry partners will develop viable long-distance solutions
UK specific dependencies
• National hydrogen infrastructure development and availability
• Local hydrogen availability at operational locations
• Fuel cost competitiveness, currently uneconomical vs. diesel/electric
• Hydrogen production scaling to reduce costs per kilogram
Alsa specific dependencies
• Station infrastructure availability for supercharger installation
• Charging technology development enabling rapid recharge during breaks
• Electricity grid capacity at key stations for supercharger deployment
• Regulatory framework supporting driver break and charging infrastructure
coordination
Shared dependencies
• Supplier progress on ZEV technology meeting operational specifications (long-
distance ZEV coach)
• Technological advancement in both hydrogen and battery ZEV options
• Industry collaboration through CPT (UK) and UITP (Alsa)
• Government and private investment in infrastructure development
• Regulatory coordination on operational requirements and infrastructure standards
Assumptions & dependencies
• Current fully electric fleet of 120
trains operational
• Driver assistance systems will reduce
energy consumption
• Renewable energy transition feasible
and desirable
• Public Transport Authorities
will support renewable energy
commercial viability
• Technology improvements will
enable further emissions reductions
• Public Transport Authorities support
for renewable energy transition
• Technology availability for driver
assistance systems
• Infrastructure capability for
renewable energy integration
• Regulatory framework supporting
renewable energy adoption
• Operational integration of new
energy-saving technologies
50 Mobico Group Annual Report for the 15-month period ending 31 March 2026
The Task Force on Climate-related Financial Disclosures continued
A summary of each divisional transition plan, along with progress to date, is provided in the tables below.
UK Bus: UK Urban Bus: Alsa Shuttle & Transit: WeDriveU Long-haul: UK and Alsa Rail: Germany
UK urban bus operations are
progressing rapidly towards zero-
emission fleet deployment. The
strategy focuses on electrification,
infrastructure readiness and
operational optimisation to meet
near-term targets while ensuring cost
efficiency and service reliability.
Alsa’s urban bus transition
strategy emphasises incremental
electrification supported by hybrid
and biodiesel solutions, while working
closely with public authorities to
ensure infrastructure readiness and
contractual alignment.
WeDriveU’s North American
operations prioritise supplier
partnerships and grant funding
to accelerate fleet electrification,
supported by robust infrastructure
planning and proven ZEV technology
availability.
The long-haul coach strategy explores hydrogen and battery, electric solutions for
decarbonising intercity travel. Collaboration with industry bodies and infrastructure
planning are critical to overcoming range and charging challenges.
Rail operations in Germany are
already fully electric, with a focus on
energy optimisation and renewable
integration. The fleet is equipped
with regenerative braking. Driver
assistance systems and infrastructure
upgrades will further reduce
emissions and enhance efficiency.
Details Details Details Details Details
Key activities
• Fleet electrification with 31% already
zero-emission or on order (up from
27% at the end of 2024)
• Driver training programmes
focused on regenerative braking
optimisation
• Solar panel installation at depots for
onsite electricity generation
• Installation of LED lighting has been
completed at 11 locations
• Depot redesign – four depots now
fully designed for ZEVs
• Infrastructure and funding
partnerships leveraging proven
learning
Key activities
• 197 new EV additions or orders
during 2025
• Hybrid and alternative fuel vehicles
(biodiesel) deployment as interim
measures
• Close collaboration with Public
Transport Authorities on electricity
availability
• Iterative transition strategy aligned
with contract counterparties
Key activities
• Fleet electrification and ZEV
deployment
• Supplier contracts guaranteeing
battery and vehicle charging
• Grant funding utilisation
• Infrastructure partnerships for
depot charging
• Market engagement for proven ZEV
technology
Key Activities
UK operations
• Hydrogen coach trials with UK suppliers meeting specification requirements
• Battery ZEV deployment on shorter routes (e.g. airport operations)
• Technology monitoring of both hydrogen and electric solutions
• Supplier engagement and industry collaboration through CPT ZEV taskforce
• Infrastructure assessment and planning for charging/fuelling solutions
Alsa operations
• Electric supercharger exploration at stations aligned with mandatory driver breaks
• Infrastructure planning coordinated with driver rest requirements
• Industry collaboration through International Federation of Public Transport (UITP)
• Technology solution development for long-distance operations
Key Activities
• Driver assistance systems for energy
optimised driving
• Energy usage reduction initiatives
• Renewable energy feasibility
assessment
• Continuous monitoring of energy
efficiency opportunities
Assumptions & dependencies
• Proven electric vehicles available
from UK suppliers
• Electricity network capacity sufficient
at depot locations
• Vehicle purchasing requirements
is not a significant proportion of
available market capacity
• Grant funding availability to support
transition
• Operational benefits (lower
maintenance, reduced running
costs, higher customer satisfaction)
will continue
• Supplier contracts guaranteeing
battery and vehicle charging
• Electricity network infrastructure at
depot locations
• Supplier partnerships for vehicle
sourcing and infrastructure
installation
• Market availability of proven ZEV
technology
Assumptions & dependencies
• Longer transition timescale than UK
due to operating conditions
• Suitable vehicles will be available in
the market
• Public Transport Authorities will
support vehicle and infrastructure
initiatives
• Similar operational benefits will
emerge as transition progresses
• Electricity infrastructure will be
expanded by authorities
• Contract counterparties agreement
on transition timetable
• Public Transport Authorities
controlling electricity availability and
depot charging capacity
• Operating conditions (route length,
ambient temperatures) compatibility
with ZEV technology
• Market availability of suitable
vehicles for diverse operating
conditions
Assumptions & dependencies
• Supplier contracts will ensure
battery and charging availability
• Continued grant funding support
• Electricity network capacity at depot
locations
• Market availability of proven ZEV
technology
• Supplier partnerships for vehicle
sourcing and infrastructure
installation
• Electricity network infrastructure
readiness
• Market supply of ZEV technology
Assumptions & dependencies
UK specific assumptions
• Hydrogen technology will produce longer range than battery ZEV
• Battery ZEV is viable for future long-distance journeys
• Hydrogen cost per kilogram will decrease as industrial production scales up
Alsa specific assumptions
• Electric supercharger technology can be deployed at station locations
• Mandatory driver breaks provide sufficient charging windows
• UITP and industry partners will develop viable long-distance solutions
UK specific dependencies
• National hydrogen infrastructure development and availability
• Local hydrogen availability at operational locations
• Fuel cost competitiveness, currently uneconomical vs. diesel/electric
• Hydrogen production scaling to reduce costs per kilogram
Alsa specific dependencies
• Station infrastructure availability for supercharger installation
• Charging technology development enabling rapid recharge during breaks
• Electricity grid capacity at key stations for supercharger deployment
• Regulatory framework supporting driver break and charging infrastructure
coordination
Shared dependencies
• Supplier progress on ZEV technology meeting operational specifications (long-
distance ZEV coach)
• Technological advancement in both hydrogen and battery ZEV options
• Industry collaboration through CPT (UK) and UITP (Alsa)
• Government and private investment in infrastructure development
• Regulatory coordination on operational requirements and infrastructure standards
Assumptions & dependencies
• Current fully electric fleet of 120
trains operational
• Driver assistance systems will reduce
energy consumption
• Renewable energy transition feasible
and desirable
• Public Transport Authorities
will support renewable energy
commercial viability
• Technology improvements will
enable further emissions reductions
• Public Transport Authorities support
for renewable energy transition
• Technology availability for driver
assistance systems
• Infrastructure capability for
renewable energy integration
• Regulatory framework supporting
renewable energy adoption
• Operational integration of new
energy-saving technologies
51Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Resilience of the Group’s strategy
The Group acknowledges the urgent need to reduce emissions
and address the risks posed by climate change, however, there
remains inherent uncertainty with assessing and anticipating
future climate risks. Despite these uncertainties, the Group
anticipates its strategy and business model will have the
capacity to adapt to climate-related changes, developments
and uncertainties based on the outcome of the climate-related
scenario analysis and the maturity of the Climate Transition Plan.
Our strategy is designed to remain resilient under a range of
climate scenarios, supported by a combination of operational
flexibility, financial strength and proactive investment in low-
carbon solutions. Key factors underpinning resilience include:
• Geographical diversification: The Group operates across
multiple regions, reducing the likelihood that physical climate
risks will significantly impact operations in any one location.
Where necessary, assets can be relocated to mitigate risks such
as flooding;
• Risk transfer and cost recovery: Comprehensive insurance
coverage protects depots and vehicles against physical
damage. Many contracts and operations allow for costs to be
passed through to customers, mitigating financial exposure
from increased costs or lost revenues;
• Experience in zero-emission transition: Early adoption of zero-
emission vehicles (ZEVs) provides a proven blueprint for wider
rollout. This experience strengthens our ability to manage
infrastructure, training, and operational changes efficiently.
• Procurement advantage: As a market leader, the Group’s
purchasing power enables cost efficiencies in acquiring
ZEVs and related infrastructure, supporting a cost- effective
transition;
• Government support and policy alignment: Public transport
remains a priority for governments, with initiatives such as
dedicated bus lanes, low emission zones, and grants for ZEVs.
Our strong relationships with local and national authorities
facilitate collaboration on infrastructure and fleet transition;
• Strategic Investment and Growth Opportunities: Investment
in ZEVs enhances our ability to win new contracts and meet
evolving customer requirements. Modal shift towards public
transport offers a natural offset to transition risks and aligns
with broader decarbonisation goals; and
• Financial hedging and operational adaptation: As
electricity consumption rises with EV adoption, we anticipate
opportunities to hedge electricity costs. Operational
adjustments, such as EV driver training and streamlined
maintenance, are already integrated into our plans.
While physical risks and transition risks may present challenges
over time, our mitigation measures and strategic positioning
create resilience. We see potentially significant opportunities
from fleet electrification and modal shift; both key to our strategy.
Commercial viability of long-haul low-carbon solutions continues
to improve, though it remains an area of uncertainty. Overall,
we do not anticipate material changes to our strategy, resource
allocation, or business model due to climate risks, beyond
incremental operational enhancements already underway.
Metrics and targets
Climate-related metrics
Emissions results
In July 2025, the Group completed the disposal of the North America School Bus (NASB) business. This triggered a recalculation of the
baseline year in line with the Group’s recalculation policy. 2024 baseline emissions have therefore been restated to remove emissions
relating to the NASB business. Likewise, the results for the 12-months ending 31 December 2025 and 15-months ending 31 March 2026
also exclude NASB to enable a like-for-like comparison to the prior year and to see progress in reducing emissions against the baseline
year. For completeness, NASB emissions for full year 2024 and for 2025 up until disposal are shown separately to enable disclosure of the
entire emissions footprint for both years and to reconcile to prior period disclosures.
Note that, in all of the below tables, the 2024 v 2025 percentage change comparison column is shown for the 12-months ending
31 December 2025 compared to the 12-months ending 31 December 2024 for ease of comparability.
Emissions (tCO
2
e) – location-based
15-months
ending
31 March 2026
12-months ending
31 December 2025
12-months ending
31 December 2024
Change
(2024 versus 2025)
Scope 1 788,994 643,830 693,662 -7.2%
Scope 2 (location-based) 95,545 75,337 77,162 -2.4%
Total Scope 1 and 2 baseline 884,539 719,167 770,714 -6.7%
North America School Bus – Scope 1 67,450 67,450 121,666 -44.5%
North America School Bus – Scope 2 (location based) 2,248 2,248 3,775 -40.5%
Total Scope 1 and 2 for the period 954,237 788,865 896,155 -12.0%
Emissions (tCO
2
e) – market-based
15-months
ending
31 March 2026
12-months ending
31 December 2025
12-months ending
31 December 2024
Change
(2024 versus 2025)
Scope 1 788,994 643,830 693,552 -7.2%
Scope 2 (market-based) 180,361 143,838 137,358 +4.7%
Total Scope 1 and 2 baseline 969,355 787,668 830,910 -5.2%
North America School Bus – Scope 1 67,450 67,450 121,556 -44.5%
North America School Bus – Scope 2 (market-based) 2,248 2,248 3,775 -40.5%
Total Scope 1 and 2 for the period 1,039,053 857,366 956,351 -10.4%
52 Mobico Group Annual Report for the 15-month period ending 31 March 2026
The Task Force on Climate-related Financial Disclosures continued
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.
53Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
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℃ degrees. These targets
are gross greenhouse gas (GHG) emissions targets and included
CH
4
and N
2
O 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,
tCO
2
e)
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
tCO
2
e)
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
The Task Force on Climate-related Financial Disclosures continued
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.
55Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
• Set strategic objectives
• Determine overall risk culture and appetite
• Establish delegated authorities and clear operating processes
• Review and approve Group Risk Register, Risk Appetite Statement and
Emerging Risk
• Conduct ‘deep dive’ reviews of divisional risk registers, or specific
Group risks
• Assess the effectiveness of risk management and internal control system
• Provides reasonable assurance that systems of
risk management, internal control and governance are effective
• Support divisions with ‘first line’ responsibilities
• Coordinate and report on Group-level risks
• Build risk capability and understanding
• Identify, assess and report key risks
• Regularly review and update divisional risk registers
• Implement risk mitigation plans
Oversight
Board
Audit
Committee
Third line
Group internal audit
Second line
Group Executive
Committee
Group functions
including Risk
First line
Divisional Executive
Committee
Divisional
management
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:
56 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Principal risks and uncertainties
• 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.
Financial/reputational impact
High
Low
Likelihood
High
Low
15
12
9
1
2
1
5
3
6
4
8
7
9
10
11
16
15
14
13
12
14
Group Principal Risks
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
57Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Macro/external risks
1
Unprecedented external factors threatening the resilience of the business
M
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
H
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
H
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
Principal risks and uncertainties continued
Risk appetite
Risk movement
H
High risk
M
Moderate risk
L
Low risk Increase Decrease No change
N
New/change in scope
Macro/external risks
4
Regulatory landscape and ability to comply
M
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)
M
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.
59Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
Strategic risks
6
Climate change (transitional)
H
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)
M
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
Principal risks and uncertainties continued
Risk appetite
Risk movement
H
High risk
M
Moderate risk
L
Low risk Increase Decrease No change
N
New/change in scope
Strategic risks
8
Competition and market dynamics in a digital world
M
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
H
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.
61Mobico Group Annual Report for the 15-month period ending 31 March 2026
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Operational risks
10
Shortages of drivers and frontline employees
L
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
M
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
Principal risks and uncertainties continued
Risk appetite
Risk movement
H
High risk
M
Moderate risk
L
Low risk Increase Decrease No change
N
New/change in scope
Operational risks
12
Cyber attack and IT operational resilience
M
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
L
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.
63Mobico Group Annual Report for the 15-month period ending 31 March 2026
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Operational risks
14
Credit/financing
H
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.
15
Attraction and retention of talent and succession planning
H
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
Principal risks and uncertainties continued
Risk appetite
Risk movement
H
High risk
M
Moderate risk
L
Low risk Increase Decrease No change
N
New/change in scope
Operational risks
16
Contract management
N H
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.
65Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
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
Viability statement
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.
67Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Financial report Additional information
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
68 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
69Mobico Group Annual Report for the 15-month period ending 31 March 2026
PHIL WHITE
Executive Chair
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/.
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.”
“
70 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Chair’s introduction to
Corporate Governance
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.
Phil White
Executive Chair
28 July 2026
71Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
Key
A
Audit
R
Remuneration Chair
N
Nominations
S
Sustainability
Phil White
Executive Chair
Brian Egan
Group CFO
Karen Geary
Senior
Independent Director
Jorge Cosmen
Non-Independent
Deputy Chair
N
R
S N
S
Appointed: May 2025
Current external
appointments:
None
Appointed: June 2025
Current external
appointments:
None
Appointed: October 2019
Current external
appointments:
• Non-Executive Director,
Sabre Insurance Group PLC
• Non-Executive Director,
PageGroup PLC
Appointed: December 2005
Current external
appointments:
None
Carolyn Flowers
Independent
Non-Executive Director
Ana de Pro Gonzalo
Independent
Non-Executive Director
Nigel Pocklington
Independent
Non-Executive Director
Enrique Dupuy de
Lome Chávarri
Independent
Non-Executive Director
A
N
S A
R R
S A
N
Appointed: June 2021
Current external
appointments:
None
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
Appointed: August 2023
Current external
appointments:
• Chief Executive Officer,
Good Energy Group Limited
Appointed: November 2023
Current external
appointments:
• Non-Executive Director,
Wizz Air Holdings PLC
Resignations during the period in review
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.
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
72 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Board of Directors
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.
73Mobico Group Annual Report for the 15-month period ending 31 March 2026
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Board activity
for the 15-months ending 31 March 2026
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.
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
FWI/MM Million Miles
0.00
0.01
0.02
0.03
0.04
202520242023202220212020201920182017201620152014
0
200
400
600
800
1000
74 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Board activity for the 15-months ending 31 March 2026 continued
• 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.
75Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
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
3
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
8
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
Division of responsibilities
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.
77Mobico Group Annual Report for the 15-month period ending 31 March 2026
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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
Section 172(1) statement
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
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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
Purpose, Values, strategy and culture
Board engagement with Shareholders, analysts,
prospective investors and debt providers
The Board is committed to maintaining a two-way dialogue
with its key financial stakeholders. For the period in review, the
Executive Chair, supported by the Senior Independent Director
and the Group CFO, has overall responsibility for ensuring this
communication is effective.
The Executive Chair and the Group CFO, with the support of the
Group COO and the Investor Relations team, undertook their usual
investor relations programme during the period. The programme,
which is aligned to the Group’s financial reporting calendar,
includes holding meetings with, and giving presentations to,
existing and prospective equity and debt investors, participating
in investor conferences, and equity sales desk meetings. These
events are shown by
in the investor relations programme to
the right. They also trialled an online Q&A platform targeted at
retail equity investors as part of the unaudited 12-month results in
February 2026. The Executive Chair and the Group CFO met with
the Group’s key lenders, as shown by
. In addition, the Executive
Chair had a number of meetings with individual investors as
requested by them, as shown by
.
The Board is kept fully informed of the views of Shareholders via
regular reports from the Executive Chair and Group CFO on their
investor relations activities and via feedback from other Non-
Executive Directors on their engagement, as well as Board updates
given by the Investor Relations team. The Company’s brokers
also provide regular confidential feedback on investor views,
perceptions and opinions which are shared with the Board.
The AGM also gives Shareholders (especially retail Shareholders)
the opportunity to engage with the Board regarding the matters
before the meeting and we were pleased to welcome around 20
retail Shareholders at the 2025 AGM. The 2026 AGM will again
be an in-person meeting; further details are in the Notice of
2026 AGM.
During the 15-month period ending 31 March 2026, six analysts
published equity research notes covering the Group. Details of the
analysts that currently provide coverage in relation to the Group
appear at www.mobicogroup.com/investors/analysts
January 2025 to March 2026 investor relations
programme:
April
2024 full-year results announcement
Q1 trading update
Meetings with investment bank
sales desks
May
Executive Chair induction
2024 full-year results investor roadshow
Executive Chair roadshow meetings with
major Shareholders
June
2025 AGM
July
Executive Chair and Group CFO
meetings with major lenders
September
2025 half-year results announcement
and roadshow
October
Berenberg Opportunities Conference
Morgan Stanley Leveraged Finance
Conference
Group CFO meetings with major lenders
November
Q3 trading update
February
2025 full-year 12-months unaudited
results announcement
March
2025 full-year 12-months unaudited
results investor roadshow
BofA Business Services, Leisure and
Transport C-Suite Conference 2026
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Stakeholder relations
Online listening forums
Online listening forums take the form of roundtable
discussions between two Non-Executive Directors and
10 – 20 members of the workforce drawn from a variety of
roles. These forums have been positively received by those
attending them who have commented, in particular, that the
format gave Board members a valuable opportunity to learn
from and interact with colleagues.
Three online listening forums were held in 2025 with
colleagues from the UK, WeDriveU and Alsa divisions.
The UK event was attended by Karen Geary and Nigel
Pocklington, the WeDriveU event by Carolyn Flowers, and
the Alsa event by Jorge Cosmen and Ana de Pro Gonzalo.
Employee wellbeing was a key topic at each of the three
forums held in 2025. In Alsa and WeDriveU, the key
theme was the Group’s new wellbeing strategy and the
positive impacts arising from that. WeDriveU focussed on
work-life balance and the challenges that this presented
during times of change, and how strong support systems
were very important in managing such challenges. Alsa’s
session discussed wellbeing at work: participants discussed
what makes a good working environment and expressed
support for some of the wellbeing and health initiatives
offered by the Company, including psychological support
and first aid training. The UK forum raised staff morale
and communication following further changes to the
business, which is expected during a difficult turnaround
but this forum also provided some useful insight into how
this could be managed more effectively which resulted in
some additional training for the senior management team.
Technology and systems were also mentioned by two of
the divisions, with some common themes being identified.
These themes were fed back from the Non-Executive
Directors to the Group CPO for consideration.
Board engagement with the workforce
During the 15-month period ending 31 March 2026, the Board
made the difficult decision to suspend its usual programme
of site visits due to the Group’s comprehensive cost savings
programme which was led from the top. Despite this, the
Directors value the opportunity to participate in workforce
engagement events and continued to do so via online
listening forums.
Participating in these events with the workforce enables the
Directors to understand how the Group’s operations function
in practice and allows them to hear directly from colleagues
about matters that can be relevant to the Board’s decision-
making or can give better context to that decision-making. It
also helps the Board to monitor the Group’s culture.
Executive Chair’s induction
As part of his bespoke induction programme, the
Executive Chair, Phil White, made site visits to each of
our major divisions in May and June 2025. During these
visits he engaged with staff at a number of our sites
across the UK, Spain and North America.
In May 2025, Phil attended Town Hall events at the
National Express HQ in Birmingham, UK, which gave
him the opportunity to speak with, and hear from,
colleagues on a variety of issues, with each event
involving a Q&A session.
Phil also had the chance to engage with WeDriveU
and Alsa colleagues during visits to San Francisco and
Madrid in June 2025.
These visits provided Phil with the opportunity to speak
to a good mix of our colleagues across our global
operations and understand what matters to them.
82 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Stakeholder relations continued
Workforce engagement
methodology
The Group’s workforce engagement events are
a variant of the UK Corporate Governance Code-
recommended ‘designated non-executive director’
method of engaging with the workforce. They are
considered by the Board to be more effective than
the other Code-recommended methods because they
give more of the Directors and more colleagues the
opportunity to speak directly with each other; they
take due account of the size, geographic expanse and
cultural diversity of the Group’s workforce; and the
relative informality of their nature encourages open
and honest discussion.
Understanding other
stakeholders’ views
Most engagement the Group has with its other
stakeholders, such as customers and passengers,
suppliers, governments and regulators, takes place at
the divisional level where a variety of well-established
methods are used to ensure that divisional
management understand their stakeholders’ views.
For the period in review, these views were regularly
passed to the Board through divisional business
updates and updates from the Executive Chair, the
Group COO and/or the divisional management teams.
For example, the Board has been kept appraised
of the viewpoints of the German PTAs on industry-
wide issues as part of the renegotiations and of the
Transport for the West Midlands (TfWM) where there
has been active and collaborative engagement in
preparation for the transition to franchising.
Further information about who the Company’s key
stakeholders are, and how the Company engages
with them, is set out on pages 31 to 33 of the
Strategic Report. Further examples of how different
stakeholders’ interests have been taken into account
by the Board in its decision-making are also set out on
pages 81 to 83 of this Corporate Governance Report.
83Mobico Group Annual Report for the 15-month period ending 31 March 2026
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Activity highlights
• Reviewed and satisfied itself as to the integrity
and fairness of the Group’s (i) six months results
to 30 June 2025, (ii) unaudited 12-month results to
31 December 2025 and (iii) financial statements for the
15-months to 31 March 2026, and the appropriateness
of their being prepared on a going concern basis
• Assessed and challenged the appropriateness of the
Company’s viability statement
• Assessed and challenged management’s approach
to critical accounting judgements and key sources of
estimation uncertainty
• Oversaw the external Auditor tender process, resulting
in the appointment of KPMG LLP
• Reviewed the findings and monitored the effectiveness
of the internal audit function, and reviewed the
programme of internal audits for the period ahead
ENRIQUE DUPUY DE LOME CHÁVARRI
Audit Committee Chair
Financial reporting
The Committee is responsible for considering and satisfying itself,
after consultation with the Company’s external Auditor, that the
Company and its Group have adopted suitable accounting policies
and appropriately applied the same, that management has made
appropriate accounting judgements and estimates, that the
adoption by the Company of the going concern basis of accounting
is appropriate and that its viability statement is reasonable.
Key accounting matters
Details of the key accounting matters addressed by management
when preparing the Consolidated Financial Statements, together with
information about how the Committee assessed, challenged where
appropriate and satisfied itself that the judgements and estimates
made by management in relation to them were reasonable.
Going concern assessment
The Committee reviewed and robustly challenged management’s
assessment that the Group’s results for the six-month period
ending 30 June 2025, the unaudited 12-month period ending
31 December 2025 and the financial statements for the 15-month
period ending 31 March 2026 should be prepared on a going
concern basis. Management developed both base case and
reasonable worst case financial scenarios over a 12-month look
forward period using assumptions about trading drawn from the
Group’s strategic plan, budget and latest financial projections. They
then applied stress tests to both those scenarios to determine
whether the Company would be able to meet its liabilities as they
fell due, having regard to the Group’s liquidity and covenant tests.
The Committee satisfied itself that, in both the base case and the
reasonable worst case scenarios, the Group would have sufficient
liquidity and be able to comply with its debt covenants and there
were no instances of a covenant breach identified in the base case
and reasonable worst case scenarios; and the set of circumstances
that would lead to a breach with the application of the further
stress tests was considered remote. This included a detailed
review of the mitigating actions management had identified as
being available if they were required. Accordingly, the Committee
recommended to the Board that the Company’s, and its Group’s,
financial statements be prepared on a going concern basis.
Viability assessment
The Committee also carefully considered management’s view
of the Company’s viability for the three-year period ending
in 2029, including the rationale for assessing viability over a
three-year period. The testing of viability involved the analysis
of base case and reasonable worst case scenarios projected
forwards over this three-year period by reference to trading
assumptions drawn from the Group’s strategic plan, and factored
in the impact of risks including known and likely future climate
risks that could materialise over this three-year period, offset by
reasonable mitigations; as well as including the debt refinancing
assumptions that underpin the assessment. The Committee
satisfied itself that, in both the base case and reasonable worst
case scenarios, the Group should be able to continue in operation
and meet its liabilities as they fall due. Accordingly, the Committee
recommended to the Board that the Company make its viability
statement as set out in the Strategic Report.
• Reviewed the effectiveness of risk management and
internal control systems
• Reviewed the opinions and monitored the independence
and effectiveness of the external Auditor
• Supported the Board in its management of risk by reviewing
the Group risks, including its ongoing review of cyber risk
• Reviewed the framework of the Group’s compliance
programme and the corporate policies comprised within it
For information on the primary role and key responsibilities
of the Audit Committee, please visit the Committees page of
the Company’s website: www.mobicogroup.com/about-us/
corporate-governance/committees/
Membership, meetings and attendance
Committee member Appointed
Meetings
attended/held
Enrique Dupuy de Lome
Chávarri (Chair)
1
01/11/2023 5/5
Ana de Pro Gonzalo
1
01/10/2019 5/5
Carolyn Flowers
1
04/12/2021 5/5
1
Independent Non-Executive Director
Other attendees: Company Secretary and, by invitation, Executive
Chair, Group CFO, Group Deputy CFO, Group Finance Director,
Head of Group Accounting & Reporting, Group Commercial
Director, Group Director of Internal Audit and Risk, Group Legal
Counsel, and representatives of the external Auditors.
84 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Audit Committee report
Risk management
The Board has overall responsibility for risk management. The
Committee supports the Board by conducting ‘deep dive’ reviews
into the risk management activities of the Group’s divisions (as
explained in the section below on divisional risk reviews) as well
as certain specific Group-wide risks, and by reviewing the Group’s
compliance programme.
Group risk appetite and principal and emerging
risk review
The Board’s risk appetite and assessment of the Group’s principal
and emerging risks, as well as a description of how the Group
manages risk, are set out in the principal risks and uncertainties
section of the Strategic Report. The Group’s climate-related risks and
opportunities are considered in more detail in the TCFD disclosures.
Divisional risk reviews
During the period, the Committee reviewed the principal and
emerging risks of the Group’s divisions and their management
of such risks. Mirroring the Company’s approved approach to
Group-wide risk, the divisions record their risks in the form of
heat maps which categorise both their likelihood and potential
severity according to Group-developed guidance. Each risk is
then assigned a business owner who develops and oversees
the delivery of mitigating actions which are tracked at regular
divisional management meetings. The Committee observed that
the Group’s divisions had included both current and emerging
strategic, compliance, financial, operational and reputational
risks in their registers and had developed action plans to manage
such risks over the different time profiles over which such risks
could materialise. It was also pleasing to note that certain matters
identified as risks were also viewed as opportunities. Using
insights gained from the Board’s work on overseeing Group-
wide risks, the Committee was able to challenge management
on whether it had identified and appropriately classified its risks
and whether it was adopting the most effective mitigation plans,
and share best practices the Committee had observed within
each division. The Committee reviews have also served to deepen
Committee members’ understanding of the risks the Group’s
different businesses face and, through the Committee sharing
this understanding with the wider Board, they have informed the
Board’s ability to appropriately set the Group’s risk appetite, assess
the Group’s principal and emerging risks and weigh up risks with
opportunities when taking key business decisions.
Cyber risk review
Cyber risk remained a standing item on the Committee’s agenda
during the period, with the Group’s ongoing cyber security
programme, and the progress being made against the specific
deliverables comprised in such programme, assessed at each of
the regularly scheduled Committee meetings.
The Company’s digital technology and cyber security programme
is led by the Group CIO whose priorities are to enhance existing
policies, processes and controls and continue to develop a
programme aligned to best practices, standards and any new
coming regulatory requirements.
Compliance risk
The Group has a range of existing policies and procedures for
ensuring compliance with applicable laws and regulations, including
Group-wide policies on business ethics, anti-bribery and corruption,
modern slavery and whistleblowing, and divisional policies and
procedures which either implement or supplement the Group policies
having regard to local laws, regulations and best practice. The Group’s
whistleblowing procedures include access to an independently
managed whistleblowing hotline via which the Group’s stakeholders,
including employees, can raise concerns, anonymously if they so
wish. Reported concerns are duly investigated and acted upon by
management or the functional support teams as appropriate, with
a summary of cases and their outcomes reported to the Board. In
case of any material issues identified or cases of a real whistleblowing
nature, they will be reported, analysed and discussed thoroughly in
the Committee’s meeting.
A Policy Compliance Management Framework is in place that:
establishes a common approach globally for all policy owners to
manage their policies; sets out the minimum requirements across
all divisions; provides guidance on policy creation and review; and
provides ongoing awareness and training against these. The Group
CFO along with the Group Director of Internal Audit and Risk, and the
Group Company Secretary and their teams, have also been keeping
the reforms on audit and corporate governance under review – for
more information, see the Internal controls section of this report.
Internal control and system of internal control
The Committee is responsible for monitoring the adequacy and
effectiveness of the Company’s system of internal control and
subsequently reporting on this to the Board.
The Company’s systems of internal control are based on a three lines
of defence model, with a number of component controls operating at
each of those lines, as illustrated in Appendix 2 to this report.
The Committee assesses the performance of the three lines
of defence model, as well as the operation of internal controls
through the period and up to the date of approval of the Annual
Report and Accounts, through its review and challenge of the
work performed by the internal audit function. In addition, the
Committee requests follow-up updates from management on
controls in specific areas, for example in response to the findings
from internal audits or risk reviews.
During previous years, significant control weaknesses have
been identified in respect of our German Rail business and how
it has historically managed and accounted for its long-term
rail contracts. Progress towards addressing these weaknesses
has been made during the prior and current periods, including
a detailed and comprehensive contract model rebuild being
undertaken, further work performed by management to improve
visibility and control of performance across the contracts, and
a strengthening of personnel within the business. As a result of
the continued challenge and scrutiny overseen by the Committee
in the current period, further errors were identified pertaining
to the long-term contract accounting, which were collectively
material and have been corrected as a prior period restatement.
Additionally, further prior period adjustments have been identified
and corrected for which, along with observations from the external
Auditor, indicated associated control weaknesses which were
considered and discussed by the Committee. Please refer to
Note 2 to the Financial Statements for further detail.
The Group CFO, Group Director of Internal Audit and Risk, Group
Company Secretary, their teams and the Committee have been
monitoring changes to the UK Corporate Governance Code and
have been preparing for its implementation. In response to the
introduction of Provision 29, the Group has now formalised an
internal control framework built around our material risks which will
be used to assess the effectiveness of the financial and non-financial
controls across the Group. Our internal controls environment
has been strengthened and documented, and management has
developed plans to continue to strengthen this environment where
necessary over the remainder of 2026.
The work being undertaken is designed to enable the Board
to make its first declaration on the effectiveness of material
controls as at the balance sheet date for the first reporting period
commencing on or after 1 January 2026.
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Internal audit
The internal audit function acts as the third line of defence and
provides the Committee with assurance on the effectiveness of
the Company’s first and second line internal controls, including
financial controls and controls designed to prevent incidents of
fraud. It does this through the independent observation and
objective assessment of such controls via a programme of audits
undertaken throughout the period against a plan reviewed and
approved by the Committee.
The 2025/26 audit plan included: audits of core financial process
controls across the divisions, reviews of Group and principal divisional
risk controls and review of safety arrangements across the divisions.
Internal audit effectiveness
The Committee is responsible for monitoring the effectiveness of
the internal audit function. In respect of its work during the period,
the Committee monitored this effectiveness by reviewing the scores
that colleagues, whose work or controls were subject to internal
audit, awarded to the function on a ‘value scorecard’ and by making
its own assessment of the quality of that work. The Committee is
satisfied that the Company’s internal audit function is effective.
Significant weaknesses or control failures
Following its review of and conclusions from all elements of
assurance, the Committee is satisfied that there are no significant
weaknesses or control failures to report in respect of the Company’s
15-month financial period ending 31 March 2026 other than in
respect of the incremental matters identified during the current
period relating to the prior period adjustments as set out above.
External audit
KPMG LLP is the Company’s Auditor following their appointment on
25 November 2025. Deloitte LLP resigned as the Company’s Auditor
with effect from 19 September 2025. KPMG’s continued appointment
will be subject to Shareholders’ annual approval at prospective
Company AGMs. David Neale is the Company’s audit partner,
completing his first period in that role. The Company has therefore
complied with the Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014.
External audit plan and fee
The external audit plan, which was prepared by KPMG and
reviewed and approved by the Committee, comprised full
scope audit procedures for the Group’s UK, Alsa, Germany and
North America divisions. It included: the review by KPMG of the
Consolidated Financial Statements; its challenge of management’s
significant judgements and estimates; its review of certain of
the Group’s key financial and fraud controls and of the risk of
management override of controls; and its consideration of
certain aspects of the Group’s non-financial reporting. KPMG’s
fee for undertaking the current period audit, of £12.5m (2024 for
Deloitte LLP: £3.4m), was also approved by the Committee. The
increase in fee compared to the prior period principally related to
the increased level of work required to be undertaken by KPMG,
particularly given their appointment as Auditor during the period.
External audit effectiveness
The Committee is responsible for reviewing the effectiveness
of the Company’s external audit. The Committee assessed the
effectiveness by considering a number of factors including:
• The risks to audit quality and how they have been addressed;
• The appropriateness of the audit plan and delivery against it;
• Interactions between the Auditor and the Committee;
• The experience and quality of the audit team and its
understanding of the Company;
• Challenge provided by the Auditor to management and the
results of those challenges; and
• The Auditor’s response to challenge from members of the
Committee and management.
The assessment of KPMG’s effectiveness also took into
consideration that KPMG was appointed as Auditor for the first
time during the period. Based on feedback from members of
the Committee, the Board and management, the Committee has
determined that KPMG’s performance has been satisfactory.
External Auditor provision of non-audit
services and independence
The Committee is also responsible for reviewing the Auditor’s
independence and objectivity. The Company operates a non-audit
services policy which sets out the permitted and prohibited non-audit
services its Auditor may be engaged to provide, for the purpose of
safeguarding the Auditor’s objectivity. The Committee reviewed the
policy during the period and determined it remained fit for purpose.
The Committee noted that KPMG has performed non-audit services
during the current and prior period which had been contracted and
fully concluded before their appointment as the Company’s Auditor
in November 2025. The fees in relation to these services totalled
£0.2m (2024: £1.2m). The Committee reviewed the safeguards in
place, which include Deloitte remaining as the component statutory
Auditor for one in-scope component where non-audit services were
performed by KPMG. The Committee also noted that the Financial
Reporting Council 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. Further detail is set out in Note 7 to the Consolidated
Financial Statements. Having regard to the operation of the non-audit
services policy during the period, together with KPMG’s reports to
the Committee confirming its independence, the Committee assured
itself of KPMG’s ongoing independence.
Board assessment of effectiveness
Taking account of the Committee’s work on assessing the
effectiveness of the Company’s system of internal control, and
both the Committee’s and its own work on assessing the Group’s
management of risk, the Board is satisfied that these are effective
and have been over the period, other than where covered
elsewhere in this report.
Fair, balanced and understandable
Having carefully reviewed the Company’s Annual Report for the
15-months ending 31 March 2026, and considered management’s
approach to its preparation, including in compliance with applicable
laws and having regard to the UK Corporate Governance Code, the
Financial Reporting Council’s best practice guidance, and having
heard the views of its Auditor, the Committee recommended, and
in turn the Board confirmed, that this report, taken as a whole, is
fair, balanced and understandable, and provides the necessary
information for Shareholders to assess the Company’s position and
performance, business model and strategy.
Enrique Dupuy de Lome Chávarri
Audit Committee Chair
28 July 2026
86 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Audit Committee report continued
Appendix 1 – Key accounting matters
The Committee considered the following key accounting matters as part of its review of the Consolidated Financial Statements:
Impairment of goodwill and
recoverability of parent
company investments
(see Note 14 to the Consolidated
Financial Statements and Note 3
to the Parent Company Financial
Statements)
Key accounting matter
In determining whether goodwill is impaired, and whether parent company investments are
recoverable, management is required to make a number of estimations and assumptions,
including on future cash flow projections, discount rates and perpetual growth rates.
Committee action and conclusion
The Committee carefully considered management’s work on the impairment analysis and
testing of the value of the Group’s goodwill balances and the recoverability of parent company
investments.
These impairment assessments were based on modelled forecast cash flows, discounted using
a country-specific weighted average cost of capital (WACC) and a terminal value based on a
perpetual growth rate (PGR).
After considering the assumptions made by management in forecasting cash flows and its
rationale for the WACC and PGR and, taking into account the Auditor’s views on these matters,
the Committee concurred with management’s view that goodwill is not impaired as at the
balance sheet date and that an impairment of £465.0m in parent company investments was
required.
Insurance and other claims
provisions
(see Note 26 to the Consolidated
Financial Statements)
Key accounting matter
The adequacy of the provisions associated with claims arising predominantly from traffic
accidents and employee incidents in North America is subject to estimation based on an
assessment of the expected settlement value of known claims together with an estimate of
settlement values that could be made in respect of incidents that have occurred but not yet
given rise to a claim at the balance sheet date.
Given the level of uncertainty, complexity and judgement involved in making these estimations,
there is a risk that the eventual outcome could be materially different from that estimated and
provided for.
Committee action and conclusion
The Committee considered the information provided by management on the status of the
North America and other material open claims made against members of the Group, together
with advice from external actuaries, legal counsel and insurance brokers, on the likely outcome
of such claims, as well as management’s explanation of the methodology used to determine
the value of provisions for such claims; particularly in relation to the legacy North America
School Bus claims which the Group retained post the disposal of the business.
After challenging whether management had considered all material open claims and incidents
that could give rise to claims and the external advice given in connection with them, the
Committee concluded that management’s estimation of the value of such claims was within an
acceptable range of the potential outcomes and accordingly was fairly stated.
Adjusting items
(see Note 5 to the Consolidated
Financial Statements)
Key accounting matter
The Group presents profits and earnings per share measures before adjusting items to
provide users of the accounts with additional useful information to assess the year-on-year
trading performance of the Group. The classification of adjusting items requires management
judgement having regard to the nature and intention of the transactions to which they relate.
Committee action and conclusion
The Committee considered the nature and extent of the adjusting items identified by
management and its rationale for why they did not form part of the Group’s Adjusted
Operating Profit (a key APM).
The Committee noted that increases to the North America School Bus claims provision and the
impact of contract changes in Morocco had both been treated as an adjusting item; this was
consistent with the Group’s accounting policy on adjusting items.
The Committee also noted that onerous contract provision movements in respect of WeDriveU
and German Rail RRX onerous contract provisions were adjusting items; fully consistent with
items recorded as adjusting items in the prior years.
After discussion with management, the Committee concurred with the approach management
had taken.
87Mobico Group Annual Report for the 15-month period ending 31 March 2026
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Onerous contract provisions
(see Note 26 to the Consolidated
Financial Statements)
Key accounting matter
The Committee reviewed the approach taken by management in respect of contracts classified
as onerous contracts, and particularly the provisions in respect of (i) the RRX contracts in
German Rail and (ii) the WMATA contract in WeDriveU.
Committee action and conclusion
The Committee reviewed the approach taken by management to identify and measure the
impact of any onerous contracts, including the continuing relevance of contracts previously
identified as onerous.
The Committee challenged management as to the adequacy of the onerous contract provisions
for the RRX and WMATA contracts and the estimates made to cover the losses associated with
running the contract over the remainder of the contract term. The Committee also challenged
the appropriateness of the related disclosures and sensitivities.
After discussion with management and the external Auditor, the Committee concurred with
the approach taken.
Valuation of contract assets
(see Note 20 to the Consolidated
Financial Statements)
Key accounting matter
The Committee reviewed the approach taken by management in determining the value of the
IFRS 15 Contract Asset in relation to the RME German Rail concession.
Committee action and conclusion
The Committee reviewed the approach taken by management which led to a reassessment in
the value of the contract asset (under the long-term RME rail contract) at 31 March 2026 to £nil
(31 December 2024 restated: £36.5m) as a result of significantly reduced expectations of future
passenger revenue generation and penalties incurred; the former as a result of tariff changes
announced by the public authorities in Germany.
The Committee noted that the above factors were as they apply to the original RME contract
and that management was unable to reflect the anticipated benefit of the renegotiated
RME contract in considering the value of the contract asset at 31 March 2026 as it is only
considered to represent a contract modification under IFRS 15 upon signing, which was post
the period-end.
Following discussion with management and the external Auditor, the Committee concurred
with the approach taken.
Pension liabilities
(see Note 32 to the Consolidated
Financial Statements)
Key accounting matter
The determination of the defined benefit obligation of the UK defined benefit pension scheme
depends on the selection of certain assumptions. In particular, a key area of estimation
uncertainty is in respect of the discount rate.
Committee action and conclusion
The Committee reviewed the assumptions made by management in determining the defined
benefit obligation, including considering the advice from independent qualified actuaries, and
concluded that they were appropriate.
Arrangements regarding the
provision of vehicles
(see Note 33 to the Consolidated
Financial Statements)
Key accounting matter
The committee reviewed the approach taken by management with regards to the accounting
for vehicle contracts in UK Bus and UK Coach. In particular, the Committee focused on the
determination that under IFRS 16 assets and liabilities were not recognised on the balance
sheet for the availability contracts in UK Bus and the coach hire arrangements in UK Coach.
Committee action and conclusion
The Committee reviewed how the arrangements have historically been treated and the facts
and circumstances that gave rise to the assumptions made at inception of each contract. For
the availability contracts in UK Bus, the Committee challenged management on whether the
substitution clauses included in the contracts was substantive. For UK Coach, the Committee
challenged on whether termination rights allowed for the short-term lease exemption to be
applied to the coach hire arrangements.
For both arrangements, the Committee also challenged management on the appropriate level
of disclosure required in the Financial Statements. Management has included the value of
gross commitments for both items in the notes.
After discussion with management and the external Auditor, the Committee concurred with
the approach taken.
88 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Audit Committee report continued
Appendix 2 – System of internal control
Third line of defence
Board of Directors
Sets and monitors delivery of Group strategy, sets Group risk appetite, assesses the Group’s
principal and emerging risks and approves significant matters reserved to it
Audit Committee
Assists the Board in assessing risk management and reviews the effectiveness of the internal audit
function and the external audit process
Internal Audit Function
Audits the effectiveness of the Company’s first and second line internal controls through the
independent observation and objective assessment of such controls
Second line of defence
Group Executive Committee
monitors the frameworks, policies and procedures and effectiveness of the functions referred to below
Group Risk Management Framework
sets the methodology under which Group and its divisions
identify, assess, manage and monitor existing and
emerging risks
Group Policy Compliance Framework
under which corporate policies, such as those on
anti-bribery and anti-modern slavery, are created
and enforced
Group Safety Policies
set minimum expectations for safety outcomes, such as
speeding and driver risk monitoring
Group Standard Operating Procedures
set minimum standards for operations, such as vehicle
maintenance and driver rostering
Group Whistleblowing Policy
by which internal and external
stakeholders can raise concerns about
wrongdoing
Group Cyber Security
Programme and Team
set cyber security strategy and control
and monitor progress against that
strategy and compliance with those
controls
Group Environmental Data
Reporting Guidelines & Group
Sustainability Steering Group
help track delivery of environment
strategy and ensure the integrity and
consistency of environmental data
collection and its reporting
Group Consolidated Financial
Reporting & Group Finance Team
consolidate and review Group financial
results
Group Treasury & Tax Functions
centrally manage Group treasury
activities and set Group tax strategy
and review tax compliance
Group Legal Reporting &
Group General Counsel
monitor, report and provide legal
advice on Group legal risks
First line of defence
Divisional Executive Committees
monitor the policies and procedures and the effectiveness of the functions referred to below
Divisional Safety, Operational, Cyber and Environmental Policies and/or Procedures
which implement Group policies and/or procedures
Divisional Risk Registers & Management
track divisional risks and
develop mitigations
Divisional Budgets & Forecasting
set divisional financial expectations and monitor
delivery
Divisional Finance Teams
maintain the financial ledgers and prepare
divisional accounts
Divisional Legal Teams
provide legal advice and assistance on
divisional legal risks
89Mobico Group Annual Report for the 15-month period ending 31 March 2026
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JORGE COSMEN
Nominations Committee Chair
Board and Committee composition during
the year under review
Throughout the 15-month period ending 31 March 2026, the
Committee kept the composition of the Board and its Committees
under review.
In February 2025, Helen Weir informed the Board that for
personal reasons she did not intend to stand for re-election as
a member of the Board at the Group’s 2025 AGM. Following a
rigorous recruitment process undertaken with the assistance of
consultancy firm Inzito (who is independent of both the Group
and its Directors), it was announced in March 2025 that Phil White
would become Chair of the Board on 1 May 2025 and that Ms Weir
would stand down from the same date. Phil has over 50 years’
experience in the transport sector and has held a range of non-
executive roles across different industries. He was previously CEO
of National Express Group PLC between 1997 and 2006
1
, during
which time he expanded the business internationally and oversaw
the transformational acquisition of Alsa. He has also held a variety
of board positions across the wider transport industry, including
Yorkshire Rider, Travel West Midlands, Stagecoach, Shearings and
Porterbrook. Other previous non-executive roles include chairing
Unite Group PLC, Lookers PLC and Kier Group PLC and he was the
Senior Independent Director at Vp PLC, the specialist equipment
rental company, until 30 June 2025.
In April 2025, it was announced that Ignacio Garat would
step down from his position as Group CEO with effect from
30 April 2025. Ignacio joined the Company in 2020 and remained
with the Group until July 2025, moving to an advisory role to
support a smooth transition. Initially the Board intended to launch
a search for his successor with Phil White, the new Chair, taking
on the role of Executive Chair on an interim basis with effect from
1 May 2025. However, the Board (on the recommendation of the
Committee) concluded that an external search for a CEO should
not be undertaken, and that Phil should continue as the Executive
Chair for the interim.
Having reviewed and interviewed a strong field of candidates
in a process undertaken with the assistance of independent
consultancy Inzito, the Board welcomed Brian Egan as the Group
CFO on 24 June 2025. Brian has over 25 years’ CFO experience
having held positions at international organisations, including,
Jefferson Smurfit, Petropavlovsk, Dangote Cement, and Coca-Cola.
Brian is a qualified Chartered Accountant, having started his career
at KPMG. He replaced Helen Cowing who had served as Group
CFO on an interim basis since June 2024.
We wish Helen Weir, Ignacio Garat and Helen Cowing all the best
for the future.
Following these changes and as at the 31 March 2026, the
Board was comprised of eight Directors who, as described in
their biographies on www.mobicogroup.com/about-us/our-
leadership-team/ and as shown by the table on page 91, have,
between them, a wide range of highly relevant knowledge,
skills and experience. This table is used by the Committee when
considering Board succession planning.
Post the end of the period in review: (i) Paco Iglesias was
appointed as the Group CEO from 1 April 2026. Further details on
the appointment will be in next year’s Committee report, and (ii)
Karen Geary informed the Board that she does not intend to stand
for re-election as a member of the Mobico Board at the Group’s
2026 AGM.
Activity highlights
• Kept Board and Committee composition under review,
leading the process to appoint a new Executive Chair
and a new Group CFO
• Reviewed senior management succession plans and
changes to the Group Executive Committee, including
reviewing development plans for internal candidates
identified as potential successors in light of the Group’s
strategic objectives
• Reviewed the diversity of the Group’s senior leadership
teams and assessed this against the Group’s diversity
targets
For information on the primary role and key
responsibilities of the Nominations Committee, please visit
the Committees page of the Company’s website:
www.mobicogroup.com/about-us/corporate-
governance/committees/
Membership, meetings and attendance
Committee member Appointed
Meetings
attended/held
Jorge Cosmen (Chair) 01/12/2005 3/3
Karen Geary
1
01/10/2019 3/3
Carolyn Flowers
1
30/11/2021 3/3
Enrique Dupuy de Lome
Chávarri
1
11/06/2024 3/3
Helen Weir
2
31/01/2023 0/1
1
Independent Non-Executive Director
2
Helen Weir ceased to be a member of the Committee on
1 May 2025, when she stepped down as the Chair of the
Board and a Director of the Company. She did not attend the
scheduled meeting that took place while she was a Committee
member as the subject matter was Chair succession
Other attendees: Group Company Secretary, Executive Chair,
Group CEO, Group CPO and Group Director of Organisational
Effectiveness & Employee Experience
1
National Express Group PLC was renamed Mobico Group PLC in June 2023
90
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Nominations Committee report
The Committee kept the membership of all the Board’s
Committees under review during the year to ensure that each
Director’s knowledge, skill and experience was being put to
best use and that Non-Executive Directors were maintaining an
appropriate share of Committee responsibilities.
The Remuneration and Audit Committees are each composed of
three independent Non-Executive Directors who, between them,
have both the requisite disciplinary experience and wider relevant
experience. The Nominations Committee remains composed of a
majority of independent Non-Executive Directors who, between
them, have a good balance of relevant skills and experience.
Name and role of Director
Passenger transport
industry experience
1
Closely adjacent industry
experience
UK listed company
experience
1
Operational/
management experience
International business
experience
1
Finance/accounting
experience
1
People/remuneration
experience
1
IT/Digital experience
1
ESG experience
1
Phil White
Executive Chair
Jorge Cosmen
Deputy Chair and Nominations Committee Chair
Brian Egan
Group CFO
Karen Geary
Senior Independent Non-Executive Director
Ana de Pro Gonzalo
Non-Executive Director
Carolyn Flowers
Non-Executive Director and Sustainability Committee Chair
Nigel Pocklington
Non-Executive Director and Remuneration Committee Chair
Enrique Dupuy de Lome Chávarri
Non-Executive Director and Audit Committee Chair
1
For all Directors, excluding via their directorships with the Company
Board, Committee and Director performance review
During 2025, the performance of the Board, its Committees
and of individual Directors was assessed internally through
online questionnaires. The process was designed to assess how
effectively the Board functions as a whole and how effectively
its Committees function and the same questions were used as
the prior year (which had been developed as part of the external
review in 2024) to allow year-on-year comparisons. The Group
Company Secretary, in consultation with the Executive Chair,
analysed the results of the performance review by reference to the
scores given and the specific observations made, commendations
given or improvements suggested, following which such results
were presented to and discussed by the Board.
The overall outcome of the performance review identified positive
aspects and areas for further improvement. Some of the positives
identified where: (i) the Board was generally positive on the
agendas and felt that the Board had the right balance of focus
on immediate issues and longer-term strategy, (ii) the Board
had a good understanding of the views of the brokers, major
Shareholders and other key stakeholders, and (iii) the Board’s
Committees generally were well run and functioned effectively.
Following the 2024 external review, the Board focused on
optimising the Board dynamic between Non-Executive and
Executive Directors. Through an independent externally facilitated
session in early 2025 and key leadership changes, the Board
successfully improved Boardroom equilibrium and alignment
during the period in review. However, recognising that high-
performance dynamics require continuous refinement, the Board
has recommitted to this area as a core objective for 2026.
In addition to continuing to improve Board dynamics, the Board
identified other objectives with the key ones for 2026 being: (i)
reassessing the Group’s culture, particularly in the context of the
ongoing transformation, to ensure culture has been set in the
appropriate way, and (ii) undertaking a refresh of the Group’s top
risks to ensure there is a better understanding of the risks and
emerging risks. Progress against these objectives will be reviewed
throughout 2026.
Senior management succession planning
During the 15-month period ending 31 March 2026, the
Committee undertook a review of senior management succession
planning of the Group Executive Committee. One of the main
priorities for the Committee was reviewing the development plans
being put in place for internal candidates who had been identified
as potential successors for the Group CEO, CFO and CPO roles to
ensure that the talent pipeline at the most senior level was being
properly developed.
91Mobico Group Annual Report for the 15-month period ending 31 March 2026
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In addition to the appointment of the Executive Chair and the
Group CFO during the period, Paco Iglesias was appointed as
Group COO in January 2025 (in addition to his role as Alsa CEO). He
has since been appointed as the Group CEO from 1 April 2026. The
Committee also observed a number of other changes to the Group
Executive Committee, with a new Deputy Group CFO, Group CIO,
Group CPO and Company Secretary being appointed during the
period under review, all of which were internal promotions.
Group commitment to diversity and inclusion
The Group is committed to ensuring diversity in all its forms
among its colleagues as these can:
• Improve decision-making at all levels of business by ensuring
that diverse perspectives are brought to bear in those
decisions;
• Attract, retain and promote the best talent by developing a
culture of inclusion where all individuals are respected and
supported to reach their full potential; and
• Better serve our customers, other stakeholders and the
communities in which we work by ensuring the diversity of our
workforce is representative of the diversity of our stakeholders.
The Board’s diversity policy is set out below and the Committee
believes this remains the right policy by specifically promoting
gender and ethnic diversity as well as diversity of thought while
ensuring all Board members have the right experience and skills.
Committee members are drawn from the Board, and therefore
these policy considerations have already been taken into account
when considering Committee membership.
The Board’s policy on diversity and inclusion is to:
• Achieve and then maintain at least 40% female representation
on the Board;
• Achieve and then maintain ethnic minority representation on
the Board;
• Ensure that its membership reflects the diversity of the
geographies and customers that the Group serves and takes
into account wider diversity characteristics; and
• Respect the differences of its members and value and
encourage the diversity of thought that such differences can
bring,
In each case and always within the context of Board members
having, between them, the experience and skills required to
support the development, oversight and delivery of the Company’s
strategy.
As at 31 March 2026, the Board has met two of the three diversity
targets introduced by the Listing Rules during 2022. At that date,
at least one ethnic minority Director served on the Board and
there was one woman in a senior Board role, namely Karen Geary
as Senior Independent Director; however, women made up only
37.5% of the Board as at that date given Helen Weir stepped
down as Chair in May 2025 and was replaced with Phil White.
Between that date and the date of this report: (i) Paco Iglesias was
appointed to the Board as the Group CEO on 1 April 2026 meaning
that as at the date of this report, women make up 33.33% of the
Board, and (ii) Karen Geary has informed the Board that she does
not intend to stand for re-election at the Group’s 2026 AGM; this
could reduce the percentage of women on the Board further and
it could mean there is no woman in a senior Board role, depending
on the gender of her replacement as Senior Independent Director.
Whilst Board gender diversity has decreased as at the date of
this report, women on the Group Executive Committee (GEC) has
increased to 36% as at the date of this report. The Group remains
committed to enhancing diversity at all levels of its organisation,
from the Board and senior management team to those working in
front-line roles.
The table below sets out the numerical data on diversity as at
31 March 2026 in the standardised table format as required by
the Listing Rules. We engaged with the individual members of the
Board and the GEC to verify their diversity data.
Diversity is a key consideration in senior management succession
planning and diversity within the current senior management
team and the talent pipeline is considered as part of the
Committee’s annual review.
Number
of Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number of
executive
management
Percentage
of executive
management
Men 5 62.5% 2
1
7 70%
Women 3 37.5% 1 3 30%
Other categories – – – – –
Not specified/prefer not to say – – – – –
1
Phil White is an Executive Chair and therefore has been included once in the table above as both CEO and Chair
Number
of Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number of
executive
management
Percentage
of executive
management
White British or other White (including minority-
White groups) 7 87.5% 3
1
10 100%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British – – – – –
Black/African/ Caribbean/Black British 1 12.5% – – –
Other ethnic group, including Arab – – – – –
Not specified/ prefer not to say – – – – –
1
Phil White is an Executive Chair and therefore has been included once in the table above as both CEO and Chair
92
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Nominations Committee report continued
The gender diversity of the Board and GEC as at 31 March 2026
is shown in the numerical data table on the previous page and
the pie charts above. The gender diversity of the Group’s Senior
Leadership Team (SLT) is 24.5% women and 17.0% women for all
colleagues within the Group as at 31 March 2026, as shown by the
pie charts above. As such, gender diversity has worsened since
the prior year across all categories and particularly for the entire
workforce as a whole. This is largely due to the sale of the Group’s
North American School Bus business. The nature of the work in
that division, which was predominantly part-time, had attracted
a high proportion of female drivers, with women representing
over 50% of that workforce. The decrease at a Board and senior
management level is due to the Board changes during the period
in review and the restructure of the Group and its divisions. The
Committee is conscious of the need to address this alongside
other strategic priorities.
To this end, the Committee was pleased to hear of some of the
initiatives being worked on to reverse the trend, including:
i. Alsa’s partnership with the Inspiring Girls Foundation, which
provides female role models for young girls;
ii. Alsa’s Executive Development programmes which support high
potential women;
iii. WeDriveU has launched the Women’s Inspiration Network,
an employee-led group dedicated to promoting equality and
opportunity for women; and
iv. The UK division ran a female-focused attraction campaign
to challenge perceived barriers and reserved female slots
in training cohorts with the aim of increasing female driver
numbers.
In 2023, the Group collated ethnic diversity data for the first time,
and in line with the recommendations from the Parker Review, it
set ethnicity targets for its senior management. As reported in last
year’s Annual Report, the Committee noted that the Parker Review
clarified that their focus is on senior management within the UK
rather than worldwide, whereas the Group’s original targets were
based on its worldwide senior management population. This,
alongside the sale of the Company’s North American School Bus
business in July 2025, means that the Committee feels that the
ethnicity targets initially set are no longer appropriate. Given the
turnaround situation the Group is facing and, acknowledging
the more limited resources, the Committee agrees that the focus
of management should be on reporting its senior management
ethnic diversity data and developing diversity initiatives.
Accordingly, as at 31 March 2026, 4% of the SLT population
identified as an ethnic minority (versus 5% in 2024, and 4% in 2024
when restated for the sale of NASB), which has remained static
year-on-year. The Committee was also pleased to hear about some
of the diversity initiatives developed to encourage more ethnic
diversity at all levels (including senior management), including
WeDriveU’s employee resource groups (ERGs) such as Ubuntu
(African American and Allies Network) and Unidos (Hispanic/
Latino & Allies Network) who host roundtables and arrange for
professional development events.
For more on the Group’s diversity initiatives, please see the
Sustainability section of the Strategic report on page 39.
Proposed election or re-election of Directors
Having regard to the outcome of the internal performance
review described in this report and, in particular, the Committee’s
finding that Board members have, between them, highly relevant
knowledge and experience, a broad range of skills and a collective
deep understanding of passenger transport, the Committee is
satisfied that the Board and its Committees function effectively
and that each Director contributes well to the Company.
The Committee has also considered the independence of each
individual Director and the overall independent balance of the
Board and its Committees. The Board, on the Committee’s advice,
is satisfied that there is an appropriate balance of independence
on the Board and all its Committees and that each Director who is
identified as being independent on page 76 is so.
The Committee further considered each individual Director’s
commitment to the Company, their external commitments and
any actual and potential conflicts of interest in line with the
Company’s policies, as referred to on page 77. The Board, on
the Committee’s advice, is also satisfied that each Director has
dedicated, and is able to dedicate, sufficient time and attention to
their duties to the Company.
Accordingly, the Board, on the Committee’s advice, is
recommending that Shareholders elect Brian Egan and Paco
Iglesias and re-elect all the other current Directors of the Company
at the 2026 AGM, save for Karen Geary who will stand down from
the Board from the conclusion of the 2026 AGM.
Jorge Cosmen
Nominations Committee Chair
28 July 2026
Gender diversity at Mobico as at 31 March 2026
Board of Directors Group Executive Committee Senior Leadership Team Entire workforce
29%
71%
30%
70%
40%
60%
50%
50%
Key Key Key Key
Male 62.5% Male 70.0% Male 75.5% Male 83.0%
Female 37.5% Female 30.0% Female 24.5% Female 17.0%
93Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
CAROLYN FLOWERS
Sustainability Committee Chair
Governance
The Executive Directors are the sponsors of the Group’s
sustainability ambitions and are responsible for the delivery of
the Group’s strategies relating to sustainability, supported by the
Group CPO, divisional CEOs and divisional sustainability specialists.
The Committee’s role is to review the appropriateness of the
Group’s sustainability ambitions and strategies in the context of
its broader strategy, to monitor and report to the Board on the
Group’s progress in achieving those ambitions and delivering
those strategies. It also plays a key role in overseeing the Group’s
sustainability reporting.
Reporting and communication
The Group’s external report on climate-related risks and
opportunities in line with the recommendations of the Taskforce
on Climate-related Financial Disclosures (TCFD) for the 15-month
period ending 31 March 2026 is set out on pages 42 to 55. Its
mandatory disclosures on energy consumption and carbon
emissions, including under the Streamlined Energy and Carbon
Reporting regulations (SECR), can be found on page 55. These
disclosures have been reviewed and approved by the Committee.
The Committee also received updates during the 15-month period
ending 31 March 2026 on the Corporate Sustainability Reporting
Directive (CSRD), which the Group will need to comply with over
the coming years, and the UK Sustainability Reporting Standards
which are expected to be based on the already published ISSB
Sustainability Standards and which the Group has partially
adopted ahead of expected required compliance.
Progress on internal sustainability reporting has continued during
the 15-month period ending 31 March 2026:
i. The Committee continued to review environment and people
KPIs, which track key environment and people metrics,
enabling the Committee to monitor progress;
ii. The Committee endorsed management’s proposal to continue
having the Group’s Scope 1 and 2 carbon emissions externally
assured by Carbon Responsible Limited;
iii. The Committee was pleased to hear of the efforts being made
to improve the quality and quantity of disclosure to external
ESG rating agencies, including the Group receiving an A
score from the Carbon Disclosure Project in January 2026 and
the Group being re-confirmed as an AA rating with MSCI in
February 2026; and
iv. The Group has partnered with both pollution and biodiversity
sponsors.
Last year, the Committee reviewed and approved the Group’s
Sustainability Report for 2023/24 as part of its role in overseeing
how the Group communicates and reports sustainability matters
to its stakeholders. The report sets out progress made by the
Group against the overarching sustainability strategy, and it is
available on the Company’s website at: www.mobicogroup.com/
media/whmhnjcf/mobico-sustainability-report-2023-24.pdf.
The Group also has an overarching Environmental Policy, which
was approved by the Committee during 2024 and an Emissions
Recalculation Policy, both of which can be found at
www.mobicogroup.com/about-us/our-policies/.
Activity highlights
• Assessed the Group’s performance against its
sustainability strategy and targets and reviewed the
plans for achieving its sustainability ambitions, which
included a review of KPI dashboards and receiving
updates on the Group’s Places strategy
• Approved the Group’s revised environmental targets
following the sale of the North American School Bus
business, the targets for which have been approved by
SBTi, and reviewed the Group’s performance against
those revised targets
• Reviewed the Group’s performance against its previous
Global People strategy and approved the Group’s new
‘People and Culture’ strategy that will be launched in 2026
• Educated on future sustainability reporting
requirements, including the Corporate Sustainability
Reporting Directive, UK Sustainability Reporting
Standards and ISSB Sustainability Standards
• Reviewed and approved the Group’s sustainability
disclosures reported in this Annual Report
For information on the primary role and key responsibilities
of the Sustainability Committee, please visit the Committees
page of the Company’s website: www.mobicogroup.com/
about-us/corporate-governance/committees/
Membership, meetings and attendance
Committee member Appointed
Meetings
attended/held
Carolyn Flowers (Chair)
1
11/05/2022 3/3
Jorge Cosmen 11/05/2022 3/3
Karen Geary
1, 2
11/05/2022 2/3
Helen Weir
3
31/01/2023 0/1
Nigel Pocklington
1
01/08/2023 3/3
1
Independent Non-Executive Director
2
Karen Geary missed one Committee meeting due to exceptional
circumstances
3
Helen Weir resigned from the Board on 1 May 2025. She
was unable to attend one meeting of the Committee due to
exceptional circumstances
Other attendees: Company Secretary, Executive Chair,
Group CPO, Group Director of Organisational Effectiveness
& Employee Experience, Group Finance Director, Head
of Group Accounting and Reporting, and Group ESG
Reporting Manager
94 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Sustainability Committee report
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
ii. Electrifying the Glastonbury festival shuttles.
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’
95Mobico Group Annual Report for the 15-month period ending 31 March 2026
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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
96 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Sustainability Committee report continued
NIGEL POCKLINGTON
Remuneration Committee Chair
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.
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, Ellason 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.
97
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Remuneration Committee report
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
Remuneration Committee report continued
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 – CO
2
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
99Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
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
Annual Report on Remuneration
(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 Phil White
1
Brian Egan
2
Ignacio Garat
3
Financial period 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.
101
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
(a) Annual bonus (audited)
The maximum annual bonus opportunity in 15m 2026 was 200% of base salary for Ignacio Garat and 150% of salary for Brian Egan, in
both cases, calculated with reference to the actual base salary earned during their periods of service. The 15m 2026 annual bonus was
based on an additive combination of financial metrics (weighted 70%), safety metrics (15%) and personal objectives (15%).
(i) Brian Egan
As noted in the Chair’s Statement, the Remuneration Committee approved final targets for the financial measures of the annual bonus
for Brian Egan at mid-year and resolved to amend the primary profit measure from PBT to EBIT to align with the Group’s reporting.
Following the extension to the Company’s financial year, the Remuneration Committee approved additional targets relating to the March
2026 quarter, with Brian Egan’s final bonus based on a weighted average of these outcomes. Further details, including the targets set and
performance against each of the metrics, are provided below:
Group Weighting Threshold Target Maximum Outcome Achievement (%)
EBIT (£m, 2025) 36% £153.80 £192.30 £230.80 £198.00 57.4%
EBIT (£m, Q1 2026) 9% £16.70 £18.60 £20.50 £33.00 100%
Covenant Gearing (Dec-25) 20% 2.5x 2.4x 2.3x 2.7x 0%
Covenant Gearing (Mar-26) 5% 3.4x 3.3x 3.2x 2.9x 100%
Safety (FWI) (2025) 12% 0.0032 0.0028 0.0011 100%
Safety (Mar-26) 3% 0.0011 100%
Personal (2025) 12% 100%
Personal (Mar-26) 3% 100%
Overall Achievement (%) 64.7%
Note:
As the financial targets for CY 2026 are commercially sensitive, all target details will be included in retrospectively in the 2026 report. The EBIT target for the
March 2026 quarter is the Budget, with Threshold and Maximum being in a range of +/- 10%.
Noting business priorities at the time of his appointment, Brian’s personal objectives related to the optimisation of the Group finance function and the
successful appointment of a new Auditor. In both cases, the Remuneration Committee assessed that Brian had achieved his objectives in full and in a timely
manner, noting, for example, the significant process improvements implemented, the levels of cost savings achieved and the strong collaboration with key
internal stakeholders such as the Audit Committee Chair.
Following an overall assessment of performance, the Remuneration Committee approved an overall outcome for Brian Egan of 64.7% of
maximum (£583,690.50). 50% of this bonus earned will be deferred in Mobico shares for one year.
Max. bonus % salary
Bonus outcome
% of max.
Salary for
period
Bonus
outcome
150% x 64.7% x £389,127 = £377,647
(ii) Ignacio Garat
In accordance with his leaver terms, Ignacio Garat’s annual bonus was assessed against the original 12-month measures, as follows:
Measure Weight Threshold Target Max. Actual
Bonus
achieved
Group PBT (£m, 2025) 45% 92.2 115.5 138.4 122.3 65%
Group Covenant Gearing (Dec-25) 25% 2.5 2.4 2.3 2.7 0%
Safety: FWI index score (2025) 15% 0.0032 0.0011 100%
Personal objectives 15% See details below 50%
Note:
Ignacio’s personal objectives were based on enhancing Shareholder value, providing support to the Executive Chair, Group COO and Board, as and when
required and providing support to the Group COO with his development plan. Following an overall assessment of performance, the Remuneration Committee
approved an overall outcome for Ignacio Garat of 25.9% of maximum (reduced by 50% after the application of malus as outlined in the Chair’s Statement). In
accordance with the Policy, 50% of this amount will be deferred in Mobico shares for one year.
Max. bonus % salary
Bonus outcome
% of max.
Salary for
period
Bonus
outcome
After 50%
malus
200% x 25.9% x £360,500 = £373,478 £186,739
102 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Annual Report on Remuneration continued
(b) LTIP vesting and awards
(i) LTIP awards vesting based on performance to 31 December 2025
LTIP awards granted to Ignacio Garat in 2023 were based on a three-year performance period ending 31 December 2025. Details of the
performance conditions attaching to the 2023 LTIP awards, which were granted as nil cost options, and the extent to which they have
been met, are set out in the table below.
Similarly to last year, the Remuneration Committee applied negative discretion to the formulaic ROCE outcome, reducing vesting from
100% to 0% for this element in recognition of wider financial performance. Overall vesting of the 2023 LTIP was therefore 0%
Measure Weight Threshold Target Max. Actual Vesting
TSR vs. FTSE 250 Index
1
25.0% 50% – 80% <50% 0.0%
EPS
2
25.0% 21.7p 24.9p 26.5p 7.9p 0.0%
ROCE
3
25.0% 9.0% 10.5% 12.0% 18.3% 25.0%
tCO
2
e/million passenger km
4
12.5% 5.0% 5.5% 6.0% 0% 0.0%
Fleet transition
5
12.5% 2,000 2,200 2,400 1,201 0.0%
Total formulaic vesting 25.0%
After application of discretion 0.0%
Threshold corresponds to 25% vesting for TSR and EPS, and 0% for other metrics. Where defined, Target corresponds to 50% vesting.
Vesting is calculated on a straight-line basis for performance between points.
1
Based on percentile ranking versus constituents of the Index.
2
Actual EPS is the fully diluted adjusted earnings per share in the last year of the performance period.
3
Actual ROCE is the average return on capital employed in the last year of the performance period.
4
Based on reduction in tCO
2
e/ million passenger km by 2025 relative to 2022 base year.
5
Based on number of zero emission vehicles in service or on order by 31 December 2025.
(ii) LTIP awards granted during the financial period
In June 2025, Brian Egan was granted awards under the LTIP in the form of nil-cost options. Vesting of these awards is based entirely on
Mobico TSR performance relative to the constituents of the FTSE 250 Index. Further details:
Director Grant date # shares awarded Face value Award amount
1
Performance period
Brian Egan 25/06/2025 2,523,264 £705,000 140% of salary 01/01/2025—31/12/2027
1
Based on the MMQ share price on the last business day preceding the date of grant, being 27.94p on 24 June 2025.
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. An underpin condition also applies such that the
Remuneration Committee retains discretion to override formulaic outcomes in respect of the award where it considers that the level
of vesting is not reflective of the Company’s overall corporate performance and/or the Company’s Shareholder experience. This can
include consideration of whether vesting levels represent windfall gains, any substantial mis-alignment between the Company’s financial
performance and the vesting level, and/or significant concerns in relation to safety.
Vested shares will be subject to a two-year holding period and malus and clawback will apply for two-years from the date of vesting,
including post termination of employment. Dividend equivalents are payable on vested shares over the vesting period.
103Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
3. Single total figure of remuneration for Non-Executive Directors (audited)
The table below sets out the single total figure of remuneration (fees) for each Non-Executive Director who served during the 15m 2026
period with comparative figures provided for the 12-month financial period ending 31 December 2024, where applicable.
Financial period
£000
15m 2026 2024
Helen Weir (former Chair)
1
87 259
Jorge Cosmen (Deputy Chair and Nominations Committee Chair) 87 68
Ana de Pro Gonzalo (Independent Non-Executive Director) 72 56
Carolyn Flowers (Independent Non-Executive Director)
2
94 74
Karen Geary (Senior Independent Director)
1
85 74
Nigel Pocklington (Remuneration Committee Chair)
1
87 61
Enrique Dupuy de Lome Chávarri (Audit Committee Chair)
1
87 63
1
Changes in Directors and responsibilities during the periods shown which are relevant to the above are as follows:
a. Helen Weir stepped down as a Director on 1 May 2025.
b. Karen Geary served as Remuneration Committee Chair until 1 August 2024.
c. Nigel Pocklington was appointed as Remuneration Committee Chair from 1 August 2024.
d. Enrique Dupuy de Lome Chávarri was appointed as Audit Committee Chair from 11 June 2024.
2
A travel allowance is also paid to Carolyn Flowers for each Board meeting or other Board-related matter she attends outside the North American
continent, in an amount per such meeting or matter of £1,000. For 2025/26, Ms Flowers received £7,000 in respect of this allowance in addition to her
base fee, included in the figure above (2024: £6,000).
4. Payments to past Directors and payments for loss of office (audited)
Leaver treatment for Ignacio Garat
Ignacio Garat stepped down as a Director of the Company from 30 April 2025. The following summarises the terms of all payments made
to Mr Garat in connection with his loss of office. All payments are made in accordance with his service agreement and the Directors’
Remuneration Policy and after applicable tax and social security deductions:
• Mr Garat was entitled to be paid his monthly salary and any other contractual benefits for the 12-months period ending 30 April 2026.
These payments were made in monthly instalments and subject to the requirement to take reasonable steps to mitigate; and
• Mr Garat additionally received payments as follows in connection with the termination of his employment:
• £33,088.95 in respect of Mr Garat’s relocation and other expenses connected with his return to Spain following the end of his duties
as Group CEO;
• £35,654 in lieu of holiday which was accrued but untaken up to 30 April 2025; and
• A contribution of £20,000 plus VAT towards legal fees incurred in connection with the cessation of his employment.
As noted in the Chair’s Statement, in recognition of the nature of his cessation and his significant contribution to the Group over his
tenure, the Remuneration Committee treated Mr Garat as a ‘good leaver’ for the purposes of variable incentives:
• Mr Garat remained eligible to participate in the annual bonus on a pro-rated basis for the period which he served during the year. The
amount earned after the agreed application of malus was £186,739, as disclosed in the single figure table on page 105; and
• Mr Garat retained outstanding LTIP awards granted in 2023 and 2024 with vesting to be determined in accordance with the
performance conditions relating to the LTIP awards in question and pro-rated for time. As noted above, the 2023 LTIP award lapsed
in full. The number of shares which would otherwise vest under Mr Garat’s 2024 LTIP will be reduced by 25% to reflect the agreed
application of malus.
Full details in relation to the malus applied to Mr Garat’s awards can be found on page 105 below.
Other
For Ignacio Garat, former Group CEO, and James Stamp, former Group CFO, vesting of previously granted awards during the 15m 2026
period were as follows: 50,636 (9.96% vesting) and 19,599 (9.96% vesting), respectively, under the under the 2022 LTIP on 21 March 2025.
Mr Garat’s & Mr Stamp’s outstanding interests under the 2023 LTIP lapsed in full on 27 March 2026 following application of the
performance conditions.
Other than the above, there have been no payments to former Directors during the financial period ending 31 March 2026 in respect of
their former roles as Directors.
104 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Annual Report on Remuneration continued
(6) Malus and clawback provisions
Summary of malus and clawback provisions
Executive Directors’ annual bonus awards and LTIP awards are subject to malus and clawback provisions which may be engaged in
specified circumstances including, but not limited to: a material misstatement resulting in an adjustment to the audited consolidated
accounts; an award or payout having been based on error or inaccurate or misleading information; action, inaction or conduct of a
participant which amounts to fraud or gross misconduct, or which has a significant detrimental impact on the reputation of the Company;
or insolvency or corporate failure which results in a material reduction in the Company’s value for which the individual is deemed
responsible.
These provisions may be applied at any time up to two-years following payment (in respect of the annual bonus), or at any time up to
two-years following the vesting of an award (in respect of the LTIP). The Remuneration Committee considers that these time periods are
appropriate in the context of Mobico’s business operations and reflect a period over which the Company’s processes and systems are
likely to uncover any of the trigger events. Where the Remuneration Committee determines that malus and/or clawback should apply,
the Remuneration Committee has full discretion to determine the basis of application and the means by which the provisions will be
implemented.
Equivalent malus and/or clawback provisions apply under the rules of the Company’s LTIP 2025 (which was approved in June 2025).
Use of malus and clawback provisions
In its half-year results for the six-months ending 30 June 2025 (announced on 9 September 2025), the Company reported a statutory loss
of £(254.7)m for H1 2025, primarily reflecting a £(238)m non-cash impairment associated with the sale of Mobico’s North America School
Bus business to I Squared Capital (the NASB transaction). The NASB transaction was announced on 25 April 2025 and completed on
14 July 2025.
The Remuneration Committee considered whether it would be appropriate to apply malus, clawback and/or the vesting underpin to Mr
Garat’s variable remuneration, considering his role as Group CEO during the relevant period.
In September 2025, after careful consideration, the Remuneration Committee made a provisional determination that, on the basis that
the additional impairment had a significant detrimental impact on the Company’s reputation and since Mr Garat held the position of
Group CEO at the relevant time, malus / the vesting underpin should be applied to Mr Garat’s 2024 LTIP award and 2025 bonus.
The Remuneration Committee communicated this provisional determination to Mr Garat and sought to agree the precise level of the
adjustments with him. In doing so, the Remuneration Committee took into account a range of relevant considerations, including but not
limited to: legal advice on the scope of its malus and clawback powers; the importance of ensuring outcomes were fair and proportionate;
alignment with Shareholder expectations and governance standards; and the desirability of achieving a timely and mutually agreed
resolution.
In December 2025, an agreement was reached with Mr Garat under which malus would be applied to his remuneration as follows:
• 2025 bonus: the value of the bonus ultimately payable to Mr Garat will be reduced by 50%; and
• 2024 LTIP: the number of shares that will otherwise vest will be reduced by 25%.
The value of the remuneration subject to reduction is therefore £186,739 in respect of the 2025 bonus and up to £49,274 in respect of the
2024 LTIP (based on the Company’s share price of £0.1732 as at 31 March 2026).
The Remuneration Committee concluded that this outcome was appropriate and was aligned with the interests of the Company and its
Shareholders. The Remuneration Committee formally exercised its discretion to implement these adjustments in January 2026.
Other than as set out above, malus and clawback provisions were not applied to the Company’s Executive Directors in the financial period
ending 31 March 2026.
105Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
5. Statement of Directors’ shareholdings and share interests (audited)
(a) Executive Directors’ interests in shares
Details of the Executive Directors’ and their connected persons’ beneficial interests in the Company’s shares, and of the Executive
Directors’ other interests in shares, as at 31 March 2026 are shown in the table below:
Phil White Brian Egan
Shares held directly Shareholding target (% salary) 0%
2
200%
3
Shareholding value (% salary)
1
n/a 0%
Beneficially owned 337,500 0
Other share interests Forfeitable shares held under the EDBP not subject to performance conditions 0 0
Forfeitable salary shares not subject to performance conditions 531,914 189,969
Outstanding LTIP share option awards subject to performance conditions 0 8,048,428
Vested but unexercised LTIP share option awards 0 0
1
The Company’s closing share price of 17.32p as at 31 March 2026 has been used for the purposes of this calculation and has been applied to the
beneficially owned shares in arriving at the shareholding value as at 31 March 2026.
2
Reflecting the temporary nature of his role, Mr White is not subject to a shareholding requirement.
3
Mr Egan’s current shareholding requirement applies to the five-year period commencing on his date of appointment and therefore Mr Egan has until
24 June 2030 to reach his shareholding requirement.
The following tables provide more information about Executive Directors’ interests in shares.
Award type
Date of
grant
Held at
01/01/25 Granted
Exercised/
eligible for
exercise Lapsed
Held at
31/03/26
Vesting
date
Latest
exercise
date
Brian Egan
LTIP 25/6/2025 – 2,523,264 – – 2,523,264 27/3/2028 27/3/2030
LTIP 30/3/2026 – 5,525,164 – – 5,525,164 30/3/2029 30/3/2031
Salary shares 4/11/2025 – 189,969 – – 189,969 24/6/2026 24/9/2028
Total – 8,238,397 – – 8,238,397
Phil White
Salary shares 4/11/2025 – 531,914 – – 531,914 1/5/2026 1/5/2028
Total – 531,914 – – 531,914
Ignacio Garat
LTIP 21/3/2022 478,369 – 50,636 430,723 50,636 21/3/2025 21/3/2027
LTIP 27/3/2023 714,894 – 0 714,894 0 27/3/2026 27/3/2028
LTIP 20/6/2024 1,781,170 – – 927,694 853,476 20/6/2027 20/6/2029
Total 2,974,433 – 50,636 2,073,311 904,112
1
Awards vesting under the LTIP are subject to a two-year exercise period and holding period which run concurrently. Latest exercise dates are shown only
for those LTIP awards which have either yet to vest, or which have vested and are yet to be exercised
2
All LTIP awards are granted in the form of nil-cost options, save for LTIP-approved CSOP awards which are granted as market value share options with
an exercise price per share equal to the share price at grant. LTIP approved CSOP awards comply with the requirements of Schedule 4 to the Income Tax
(Earnings and Pensions) Act 2003 and can be exercised by way of effective set-off against any shares vesting under the corresponding LTIP award
3
Due to the effective set-off arrangements explained in the note above, the number of shares subject to LTIP-approved CSOP awards are not counted in
the total number of awards held as this would result in a double-count
4
Mr Garat stepped down as a Director on 30 April 2025. He was treated as a good leaver for the purpose of his awards granted under the Company’s
Long-Term Incentive Plan and therefore awards were pro-rated, as set out in the table above. As at the date of his cessation, Ignacio Garat held shares
equivalent to 2.62% of his base salary
106
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Annual Report on Remuneration continued
(b) Non-Executive Directors’ interests in shares
Details of the Non-Executive Directors’ and their connected persons’ interests in shares as at 31 March 2026, all of which are held
beneficially, are shown in the table below:
Beneficially owned
Jorge Cosmen
2
47,826
Ana de Pro Gonzalo 4,347
Carolyn Flowers 10,000
Karen Geary 14,347
Nigel Pocklington 40,000
Enrique Dupuy de Lome Chávarri 0
1
As at the date of her cessation, Helen Weir held 126,000 shares.
2
Neither Jorge Cosmen or any of his connected persons has such a relationship with, or interest in, any of the Cosmen family companies that hold shares
in the Company (including European Express Enterprises Ltd which is a major Shareholder in the Company) as would require the shares held by those
companies to be treated as the interests of Mr Cosmen or any of his connected persons in shares of the Company.
(c) Other information
The Register of Directors’ interests maintained by the Company contains full details of the Directors’ holdings in shares and options over
shares in the Company. The closing price of a Company ordinary share at 31 March 2026 was 17.32p (31 December 2024: 79.3p) and the
range during the 15m 2026 period was highest 82.20p to lowest 17.06p per share.
(d) Changes since year end
There have been no changes in current Directors’ shareholdings between 31 March 2026 and the date of this report.
6. Comparison of Group CEO pay and Company performance
The graph below shows a comparison of the Company’s cumulative total Shareholder return (i.e. share price growth plus dividends paid)
and annual return against the FTSE 250 Index over the last 10-years. The FTSE 250 Index has been selected as the Company has been
a constituent of that Index for the majority of the 10-year period. The table below the graph sets out the total remuneration paid to the
Group CEO (and in the 15m 2026 period, the Executive Chairman) over the last 10-years, valued using the methodology applied to the
single total figure of remuneration.
Value of £100 invested on 31 December 2015
£0
£20
£40
£60
£80
£100
£120
£140
£160
£180
Mar
2026
Dec
2025
Dec
2024
Dec
2023
Dec
2022
Dec
2021
Dec
2020
Dec
2019
Dec
2018
Dec
2017
Dec
2016
Dec
2015
FTSE 250 IndexMobico Group
107Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
Financial period 2016 2017 2018 2019 2020 2021 2022 2023 2024 15m 2026
Group CEO
1 2 3
D Finch D Finch D Finch D Finch
D Finch
I Garat I Garat I Garat I Garat I Garat
I Garat
P White
Single figure of
remuneration (£’000) 3,887 4,225 4,318 3,048
531
137 1,050 1,218 616 681
1,137
770
Annual bonus (as % of
max. opportunity) 83.5% 95.0% 90.0% 100.0%
0.0%
n/a 47.5% 69.0% 0.0% 0.0%
25.9%
n/a
LTIP vesting (as % of max.
opportunity) 80.8% 86.9% 96.0% 91.5%
0.0%
n/a n/a n/a 0.0% 10.0%
0.0%
n/a
1
Mr Finch served as Group CEO until 31 August 2020.
2
Mr Garat served as Group CEO between 1 November 2020 and 30 April 2025.
3
Mr White has served as Executive Chairman since 1 May 2025. Mr White does not participate in annual bonus or LTIPs.
4
Figures for 15m 2026 reflect a 15-month financial period compared to a 12-month comparative period.
7. Context of Director pay
The following table sets out, for each of the last five financial periods, the actual annual percentage changes for certain elements of the
remuneration for the persons who served as Directors during the most recent financial period, compared with the average percentage
change in those same elements of remuneration for the Company’s employees. It also sets out, by way of voluntary disclosure, a
comparison with the Group’s whole UK employee population as this provides a more meaningful comparison in view of the fact that the
Company itself only employs a small proportion of the Group’s employees.
The elements of each Executive Director’s remuneration included in the table below comprise base salary, benefits and annual bonus
calculated in the same way as in the single total figure of remuneration table on page 101. The Non-Executive Directors’ fees included in
the table below are calculated in the same way as in the single total figure of remuneration table on page 104.
Actual/Average percentage increase/(decrease)
from prior financial period to...
1,2,3
Base salary/fees 15m 2026 2024 2023 2022 2021
Phil White n/a n/a n/a n/a n/a
Brian Egan n/a n/a n/a n/a n/a
Ignacio Garat 2.3% 4.3% 0.0% 0.0% 499.0%
Helen Weir (66.2)% 0.0% 0.0% n/a n/a
Jorge Cosmen 0% 0.0% 0.0% 0.0% 25.9%
Ana de Pro Gonzalo 0% 0.0% 0.0% 0.0% (5.9)%
Carolyn Flowers 0% 1.4% 4.3% 99.0% n/a
Karen Geary (9.5)% 1.4% 7.4% 17.5% (5.9)%
Nigel Pocklington 11.5% 165.2% n/a n/a n/a
Enrique Dupuy de Lome Chávarri 7.9% 596.3% n/a n/a n/a
Company employees 4.3% 6.5% 11.0% 7.2% 4.4%
Company Group UK employees 6.5% 10.4% 8.3% 8.5% 2.3%
Benefits 15m 2026 2024 2023 2022 2021
Phil White n/a n/a n/a n/a n/a
Brian Egan n/a n/a n/a n/a n/a
Ignacio Garat 234.2% 7.5% (23.6)% (35.4)% 200.6%
Company employees 5% 3.3% 5.2% (1.2)% (8.2)%
Company Group UK employees 6.5% 6.5% 4.6% 4.6% (17.0)%
108 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Annual Report on Remuneration continued
Actual/Average percentage increase/(decrease)
from prior financial period to...
1,2,3
Performance related bonus 15m 2026 2024 2023 2022 2021
Phil White n/a n/a n/a n/a n/a
Brian Egan n/a n/a n/a n/a n/a
Ignacio Garat 0% 0.0% (100.0)% 45.1% 100.0%
Company employees 36.9% 0.0% (100.0)% (12.1)% 100.0%
Company Group UK employees 8.1% 0.0% (100.0)% (10.1)% 100.0%
1
Changes in Directors and responsibilities during the periods shown which are relevant to the above are as follows:
a. Phil White has served as Executive Chairman since 1 May 2025.
b. Brian Egan has served as Group CFO since 24 June 2025.
c. Ignacio Garat served as Group CEO between 1 November 2020 and 30 April 2025.
d. Helen Weir served as a Director between 1 October 2022 and 30 April 2025. The increase from 2022 to 2023 is shown as £nil as the fees earned in 2022
reflected time spent as Chair Designate. She became Chair on 1 January 2023.
e. Jorge Cosmen received an additional Chair fee from 2021.
f. Carolyn Flowers has served as a Director since 1 June 2021, and as Sustainability Committee Chair since 1 May 2022.
g. Karen Geary served as Remuneration Committee Chair between 3 December 2021 and 1 August 2024.
h. Nigel Pocklington has served as a Director since 1 August 2023, and as Remuneration Committee Chair since 1 August 2024.
i. Enrique Dupuy de Lome Chávarri has served as a Director since 1 November 2023, and as Audit Committee Chair since 11 June 2024.
2
Figures for 2021 reflect salary sacrifices made in April and May 2020 in light of the pandemic.
3
Figures for 15m 2026 reflect a 15-month financial period compared to a 12-month comparative period.
8. CEO pay ratios
The Remuneration Committee reviewed the Company’s Group CEO pay ratios and the Group’s employee pay policies and practices,
when formulating the Directors’ Remuneration Policy, and is satisfied that the structure and quantum of remuneration for the Executive
Directors is appropriate in view of their relative roles and responsibilities.
The following table sets out ratios that compare the Group CEO’s total remuneration in the Company’s 15m 2026 financial period to that
of the Group’s UK employees whose full-time equivalent remuneration ranks them at the lower quartile (P25), median (P50) and upper
quartile (P75) of pay for all of the Group’s UK employees (together with that data for the Company’s previous five financial years).
Year Methodology P25 P50 P75
15m 2026 Option A 15:1 13:1 11:1
2024 Option A 20:1 17:1 14.1
2023 Option A 20:1 17:1 14:1
2022 Option A 46:1 39:1 31:1
2021 Option A 43:1 37:1 31:1
2020 Option A 31:1 26:1 23:1
Option A was used to calculate the pay ratios as it is the most statistically accurate method and the relevant pay data was available to the
Company in time for the preparation of this report. The UK employees at the lower quartile, median and upper quartiles were identified
as at 31 March 2026 and their full-time equivalent total remuneration was calculated in respect of the 15m 2026 financial period on the
basis explained further below.
The Group CEO’s remuneration for 15m 2026 was calculated as per the single total figure shown on page 102, and reflects a combination
of Ignacio Garat (until his cessation as Group CEO) and Phil White (from his appointment as Executive Chair).
The total remuneration of the UK employees (including those at the lower quartile, median and upper quartiles) has been calculated using
the same methodology as for the Group CEO’s single total figure of remuneration, noting that:
• A large number of the Group’s UK employees, such as bus and coach drivers and customer service centre staff, work full-time but are
paid by the hour (rather than having an annual fixed base salary). Their wages have been calculated as the actual number of hours
worked in the year multiplied by the relevant hourly rates of pay applicable during the year; and
• A number of the Group’s UK employees work part-time. Those who are paid on a salaried basis have had their salaries and benefits
grossed up to the full-time equivalent salary for their role.
For further details on the calculation methodology for previous years please refer to the Annual Report for that year. Note for 2020 and
2021, where the Group’s UK employees were placed on furlough during any part of 2020 or 2021, the amounts actually paid to them have
been included, including amounts subsequently reimbursed to the Company and its UK subsidiaries by the UK government under the
Coronavirus Job Retention Scheme and topped-up amounts funded by the Company’s Group.
109Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
The table below shows the Group CEO’s total remuneration and the salary component of that total remuneration and that of each of the UK
employees at the lower quartile (P25), median (P50) and upper quartile (P75) of the Group’s UK employee population for the 15m 2026 period:
Pay data Group CEO/Executive Chair P25 P50 P75
Salary £560,000 £25,192 £36,624 £47,338
Total pay £560,000 £36,335 £42,176 £50,314
The Remuneration Committee considers that the median pay ratio is consistent with the Company’s pay, reward and progression policies.
This is because, when setting Group CEO pay, the Remuneration Committee has regard to the same core considerations as those taken
into account by the UK management team when setting UK employee pay, including the Company’s policy to pay market rates of pay
that reward employees fairly for work done and that have due regard to individual performance and Company performance where the
individual has the ability to influence wider Company performance. The Group CEO has ultimate responsibility for, and the greatest ability
to influence, the Company’s performance and returns to Shareholders and, to reflect this, a much higher proportion of the Group CEO’s
remuneration is comprised of performance-related pay (in the form of an annual bonus and LTIP award vesting) compared with the
majority of UK employees. This means that the pay ratios will fluctuate depending on the outcomes of incentive plans each year.
9. Relative importance of spend on pay
The table below sets out the total spend on pay and distributions in the 15-month financial period ended 31 March 2026 compared with
such values in the 12-month financial period ending 31 December 2024:
Measure
15m 2026
(£m)
2024
(£m) % change
Spend on pay including Directors 1,615.2
1,772.2
(restated) (8.9)%
Profit distributed by way of dividend 0.0 0.0 0%
Spend on pay was calculated by aggregating the Group’s costs of salaries and wages, social security costs, pension costs and share-based
payments for all the Group’s employees whether employed in the UK or overseas in the relevant year.
10. Historical results of Shareholder voting on remuneration matters
The votes cast on the resolution seeking approval of the 2024 Annual Report on Remuneration at the 2025 AGM and the resolution
seeking approval of the current Policy at the 2024 AGM were as follows:
Resolution Votes For Votes Against Votes withheld
Annual Report on Remuneration (2025 AGM)
348,152,321
(99.15%)
2,998,956
(0.15%) 629,900
Directors’ Remuneration Policy (2024 AGM)
413,472,293
(98.88%)
4,677,681
(1.12%) 259,696
A vote withheld is not a vote at law and is not counted in the calculation of votes For or Against a resolution.
11. Advisers to the Remuneration Committee
During the period both Ellason and FIT Remuneration Consultants LLP (FIT) acted as external remuneration advisers to the Remuneration
Committee. Neither has any other connection to the Group or its Directors.
Both Ellason and FIT did not provide any services other than in relation to advising the Remuneration Committee during the period – the
Remuneration Committee is satisfied that no conflict of interest can arise as a result of these services. Both Ellason and FIT have voluntarily
signed up to the Remuneration Consultants Group Code of Conduct. In view of these factors, the Remuneration Committee is satisfied that
the advice it received from Ellason and from FIT during the financial period is objective and independent. For the period under review, Ellason
received fees of £19,650, which were charged on a time cost basis, and FIT received fees of £142,000 which were charged on a time cost basis.
12. Dilution
The Company has permitted share dilution authority reserved to it under the rules of its 2025 LTIP, to use up to 10% of issued share
capital for its share plans over a 10-year period.
Predominantly the Company’s funding strategy has been to satisfy all outstanding share incentive awards granted under the LTIP (and its other
incentive plans) through the delivery of market-purchased shares via the Company’s Employee Benefit Trust, as opposed to by the issue and
allotment of new shares. Accordingly, the Company has to date made only limited use of its permitted share dilution authority under the LTIP.
On behalf of the Board
Nigel Pocklington
Remuneration Committee Chair
28 July 2026
110 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Annual Report on Remuneration continued
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
111Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
Directors’ report
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
Directors’ report continued
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
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.
1
being the date that this Directors’ report was approved.
113
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
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
Gillian Saunderson
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
Directors’ report continued
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 Paco Iglesias
Executive Chair Group CEO
28 July 2026 28 July 2026
Brian Egan
Group CFO
28 July 2026
115Mobico Group Annual Report for the 15-month period ending 31 March 2026
Financial report Additional informationStrategic report Governance report
Directors’ responsibility statement
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
Additional informationStrategic report Financial reportGovernance report
117Mobico Group Annual Report for the 15-month period ending 31 March 2026
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
Independent Auditor’s Report
to the members of Mobico Group PLC
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.
119Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
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
Independent Auditor’s Report continued
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.
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.
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.
121Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
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
Independent Auditor’s Report continued
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.
Group revenue for
continuing operations
Group materiality
Group revenue for
continuing operations
£3,358.0m
Group materiality
£12.0m
£12.0m
Whole financial statements
materiality
£6.0m
Whole financial statements
performance materiality
£7.8m
Range of materiality at 7
components (£5.0m-£7.8m)
£0.6m
Misstatements reported to
the audit committee
Our audit procedures covered the following percentage of Group
revenue for continuing operations:
Group revenue for continuing operations
98%
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 Group profit before tax for
continuing operations
97% 91%
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.
123Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
• 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
Independent Auditor’s Report continued
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.
125Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
Corporate governance disclosures
We are required to perform procedures to identify whether there
is a material inconsistency between the directors’ corporate
governance disclosures and the financial statements and our audit
knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements and
our audit knowledge:
• the directors’ statement that they consider that the annual
report and financial statements 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;
• the section of the annual report describing the work of the
Audit Committee, including the significant issues that the audit
committee considered in relation to the financial statements,
and how these issues were addressed; and
• the section of the annual report that describes the review of
the effectiveness of the Group’s risk management and internal
control systems.
We are required to review the part of the Governance report
relating to the Group’s compliance with the provisions of the UK
Corporate Governance Code specified by the UK Listing Rules for
our review. We have nothing to report in this respect.
7. We have nothing to report on the
other matters on which we are
required to report by exception
Under the Companies Act 2006, we are required to report to you if,
in our opinion:
• adequate accounting records have not been kept by the parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the parent Company financial statements and the part of
the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 115,
the directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and
fair view; 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; assessing
the Group and parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and using the going concern basis of accounting unless
they either intend to liquidate the Group or the parent Company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue our opinion in an auditor’s report. Reasonable assurance
is a high level of assurance, but does not guarantee that an
audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is provided on the FRC’s
website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in
an annual financial report prepared under Disclosure Guidance
and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report
provides no assurance over whether the annual financial report
has been prepared in accordance with those requirements.
9. The purpose of our audit work
and to whom we owe our
responsibilities
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the
Company’s members, as a body, for our audit work, for this report,
or for the opinions we have formed.
David Neale
(Senior Statutory Auditor)
for and on behalf of KPMG LLP,
Statutory Auditor
Chartered Accountants
15 Canada Square, Canary Wharf, London, E14 5GL
28 July 2026
126 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Independent Auditor’s Report continued
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
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.
127
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
Group Income Statement
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
Group Statement of Comprehensive Income
For the 15-months ending 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 Paco Iglesias Brian Egan
Executive Chair Group CEO Group CFO
28 July 2026
129Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
Group Balance Sheet
At 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
Adjustment
1
At 1 January 2025 (restated)
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
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)
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
Adjustment
1
At 1 January 2024 (restated)
1
(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.
131
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Group Statement of Changes in Equity
For the 12-months ending 31 December 2024
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
Group Statement of Cash Flows
For the 15-months ending 31 March 2026
1 Corporate information
shares are publicly traded on the London Stock Exchange.
2 Accounting policies
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.
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Notes to the Consolidated Accounts
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Contract costs
Costs to obtain a contract
The incremental costs to obtain a contract with a customer are
recognised within ‘contract costs’ if it is expected that those costs
will be recoverable. Costs to obtain a contract that would have
been incurred regardless of whether the contract was obtained are
recognised as an expense in the period.
Costs to fulfil a contract
Costs that relate directly to a contract, generate resources that will
be used in satisfying the contract and are expected to be recovered
are recognised within ‘contract costs’ on the Balance Sheet.
Contract fulfilment costs covered within the scope of another
accounting standard, such as property, plant and equipment or
intangible assets, are not capitalised as contract fulfilment assets
but are treated according to those standards.
Contract costs are amortised on a straight-line basis over the term
of the specific contract they relate to, consistent with the pattern of
recognition of the associated revenue.
Contract assets and liabilities
Contract assets are recognised where the Group has performed
its obligations to allow the recognition of revenue, but the revenue
allowed to be recognised exceeds the amounts received or
receivable from a customer at that time.
Contract liabilities are recognised when amounts are advanced
by customers and the Group has not yet met the performance
obligation under the contract to allow the recognition of the
balance as revenue. Contract liabilities are recognised as revenue
when the Group performs such obligations under the contract.
Contract assets and liabilities are also recognised when
the financial asset model is applied to service concession
arrangements.
144 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Notes to the Consolidated Accounts continued
Taxes
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Where a temporary difference arises between the tax base of
employee share options and their carrying value, a deferred tax
asset should arise. To the extent that the future tax deduction
exceeds the related cumulative IFRS 2 ‘Share-Based Payment’ (‘IFRS
2’) expense, the excess of the associated deferred tax balance
is recognised directly in equity. To the extent that the future tax
deduction matches the cumulative IFRS 2 expense, the associated
deferred tax balance is recognised in the Consolidated Income
Statement.
2 Accounting policies continued
146 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Notes to the Consolidated Accounts continued
Parent company investments
Investments are held at historical cost less any provision for
impairment.
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(iii) Put liabilities
Put liabilities are recognised by the Group when put options have
been issued by the Group in a business combination. Liabilities
are recorded at the present value of the purchase price upon
acquisition. The present value of purchase price is re-measured at
each reporting date, with subsequent changes recorded in profit
and loss through adjusting items. Unwind of the discount of the
liability is recorded within interest costs.
Equity instruments
Hybrid instruments
Hybrid instruments issued by the Group are classified on initial
recognition according to the substance of the arrangement.
Hybrid instruments are recorded within equity where the
contractual terms of the instruments allow the Group to defer
coupon payments and the repayment of the principal amount
indefinitely. These features give the Group the unconditional
right to avoid the payment of cash or another financial asset for
the principal or coupon and consequently are classified as equity
instruments. These equity instruments are not re-measured from
period to period. Coupon payments made are treated the same as
an equity dividend distribution and, where not made, are accrued
within the hybrid reserve, with a corresponding reduction in
retained earnings.
148 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Notes to the Consolidated Accounts continued
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Parent Company
The Company awards equity-settled share based payments to the
employees of its owned subsidiaries, and as such, the Company
recognises an increase in the cost of investment in subsidiaries.
Share capital, share premium and dividends
Where either the Company or employee share trusts purchase the
Company’s equity share capital, the consideration paid, including
any transaction costs, is deducted from total shareholders’
equity as own shares until they are cancelled or re-issued. Any
consideration subsequently received on sale or re-issue is included
in shareholders’ equity.
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1
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1
1
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1
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178 Mobico Group Annual Report for the 15-month period ending 31 March 2026
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Details of the employee benefit costs incurred by NXTS are as follows:
15-months
ending
31 March
2026
£m
12-months
ending
31 December
2024
£m
Wages and salaries 8.9 16.2
Social security costs 1.1 1.6
Pension costs 0.2 0.4
Total employee benefit costs 10.2 18.2
The average number of employees from NXTS during the period was as follows:
15-months
ending
31 March
2026
12-months
ending
31 December
2024
Managerial and administrative 15 46
Operational 161 336
176 382
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4
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Note
31 March
2026
£m
31 December
2024
£m
Non-current assets
Intangible assets 0.3 0.5
Property, plant and equipment – 0.1
Investments in subsidiaries 3 1,797.7 1,987.4
Other non-current receivables 6 196.8 247.1
Deferred tax assets 10 – 1.7
Total non-current assets 1,994.8 2,236.8
Current assets
Trade and other receivables 5 17.0 35.5
Derivative financial instruments 4 3.4 11.1
Cash and cash equivalents 7 201.3 122.7
Total current assets 221.7 169.3
Total assets 2,216.5 2,406.1
Non-current liabilities
Other non-current liabilities 9 (1,085.8) (1,044.8)
Derivative financial instruments 4 (3.9) (0.3)
Provisions (0.6) (0.5)
Total non-current liabilities (1,090.3) (1,045.6)
Current liabilities
Trade and other payables 8 (295.9) (248.4)
Derivative financial instruments 4 (8.5) (36.7)
Provisions (0.1) (0.1)
Current tax liabilities (1.4) (1.8)
Total current liabilities (305.9) (287.0)
Total liabilities (1,396.2) (1,332.6)
Net assets 820.3 1,073.5
Shareholders’ equity
Share capital 12 30.7 30.7
Share premium 533.6 533.6
Own shares 12 (2.5) (4.3)
Hybrid reserve 12 498.8 513.0
Other reserves 13 225.3 225.5
Retained earnings (465.6) (225.0)
Shareholders’ equity 820.3 1,073.5
The Company reported a loss for the 15-month financial period ended 31 March 2026 of £212.2m (2024: £789.5m loss).
Phil White Paco Iglesias Brian Egan
Executive Chair Group CEO Group CFO
28 July 2026
Company Number 02590560
230 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Company Balance Sheet
At 31 March 2026
Share
capital
(note 12)
£m
Share
premium
£m
Own shares
(note 12)
£m
Hybrid
reserve
(note 12)
£m
Other
reserves
(note 13)
£m
Retained
earnings
£m
Total
£m
At 1 January 2025 30.7 533.6 (4.3) 513.0 225.5 (225.0) 1,073.5
Loss for the period – – – – – (212.2) (212.2)
Revaluation through Other
Comprehensive Income – – – – (3.3) – (3.3)
Transfers to the Income Statement on cash
flow hedges – – – – 3.1 – 3.1
Total comprehensive income/(loss) – – – – (0.2) (212.2) (212.4)
Shares purchased – – (1.7) – – – (1.7)
Own shares released to satisfy employee
share schemes – – 3.5 – – (3.5) –
Share-based payments – – – – – 5.1 5.1
Deferred tax charge on share-based
payments – – – – – (1.7) (1.7)
Accrued payments on hybrid instrument – – – 28.3 – (28.3) –
Payments on hybrid instrument – – – (42.5) – – (42.5)
Deferred tax charge on hybrid instrument
payments – – – – – – –
At 31 March 2026 30.7 533.6 (2.5) 498.8 225.3 (465.6) 820.3
Details of dividends paid, declared and proposed during the period are given in note 12 to the Group Consolidated Financial Statements.
Share
capital
(note 12)
£m
Share
premium
£m
Own shares
(note 12)
£m
Hybrid
reserve
(note 12)
£m
Other
reserves
(note 13)
£m
Retained
earnings
£m
Total
£m
At 1 January 2024 30.7 533.6 (3.6) 513.0 225.3 597.5 1,896.5
Loss for the period – – – – – (789.5) (789.5)
Revaluation through Other
Comprehensive Income – – – – 1.8 – 1.8
Transfers to the Income Statement on cash
flow hedges – – – – (1.6) – (1.6)
Total comprehensive income/(loss) – – – – 0.2 (789.5) (789.3)
Shares purchased – – (2.2) – – – (2.2)
Own shares released to satisfy employee
share schemes – – 1.5 – – (1.5) –
Share-based payments – – – – – 4.6 4.6
Deferred tax credit on share-based
payments – – – – – 0.6 0.6
Accrued payments on hybrid instrument – – – 21.3 – (21.3) –
Payments on hybrid instrument – – – (21.3) – – (21.3)
Deferred tax charge on hybrid instrument
payments – – – – – (15.4) (15.4)
At 31 December 2024 30.7 533.6 (4.3) 513.0 225.5 (225.0) 1,073.5
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Company Statement of Changes in Equity
For the 15-months ending 31 March 2026
1 Employee numbers & benefit costs
15-months
ending
31 March
2026
£m
12-months
ending
31 December
2024
£m
Wages and salaries 15.6 16.1
Social security costs 1.1 1.8
Pension costs 0.9 0.9
Share-based payment 1.3 4.6
18.9 23.4
The average number of employees during the period was 68 (2024: 73).
2 Directors’ emoluments
Detailed information concerning Directors’ emoluments, shareholdings and options is shown in the audited sections of the Directors’
Remuneration Report.
3 Investments in subsidiaries
£m
Cost or valuation:
At 1 January 2025 3,615.6
Additions 275.3
Reclassifications 18.6
Disposals (258.1)
At 31 March 2026 3,651.4
Provisions:
At 1 January 2025 1,628.2
Charge in the period 465.0
Reclassifications 18.6
Disposals (258.1)
At 31 March 2026 1,853.7
Net carrying amount:
At 31 March 2026 1,797.7
At 1 January 2025 1,987.4
The addition in the year represents an additional investment in National Express Intermediate Holdings Limited of £271.6m arising from
restructuring activity ahead of the North America School Bus disposal. In addition the Company has made share awards to the employees
of its direct and indirectly owned subsidiaries, and as such, the Company recognises an increase in the cost of investment in subsidiaries
of £3.7m (2024: nil). Reclassifications of £18.6m within cost and provisions arises from prior period amounts relating to share awards
made to employees of direct and indirectly owned subsidiaries; the cumulative impact of which has been corrected in-year within both
cost and provisions. There is no net impact on the net carrying amount of investments as at either 31 December 2024 nor 31 March 2026
and as a result the cumulative impact has been corrected in-year rather than being treated as a prior period restatement as it is not
deemed to be material to the users of the Financial Statements.
National Express Financing LP was dissolved during the period and as such the cost of £258.1m and accumulated impairment of £258.1m
have been reversed.
The Company assesses its investments in subsidiaries annually for indicators of impairment. The Company has performed a detailed
assessment in the current period given that the Group’s market capitalisation value remains below the net carrying amount of
investments in subsidiaries, which is seen as an indicator of potential impairment.
This assessment for National Express Intermediate Holdings Limited, the principal holding company for the Group’s trading subsidiaries,
showed that the equity value was lower than the net carrying value of the investment in subsidiaries, and, as a result, an impairment
charge of £465.0m has been recorded. The recoverable amount has been determined with reference to the equity value of each of the
underlying trading companies, 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, and is 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.
232 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Notes to the Company Accounts
For the period ended 31 March 2026
Sensitivities are as follows:
(Decrease)/Increase
in carrying value £m
Investments in subsidiaries Sensitivity
31 March
2026
31 December
2024
Pre-tax discount rate Increase of 1.5 percentage points (407.4) (370.9)
Long term growth rate Decrease of 1.0 percentage point (228.1) (292.4)
Adjusted Operating Profit Margin throughout the
assessment period Decrease of 1.5 percentage point (473.2) (841.0)
Free cash flow in the terminal value Decrease by 10% (161.9) (183.9)
A full list of principal subsidiaries of the Company can be found in note 16 to the Group Consolidated Financial Statements.
4 Derivative financial instruments
31 March
2026
£m
31 December
2024
£m
Cross currency swaps 0.3 0.4
Foreign exchange forward contracts 3.1 10.7
Current derivative financial assets 3.4 11.1
Cross currency swaps (3.9) (0.3)
Non-current derivative financial liabilities (3.9) (0.3)
Interest rate derivatives – (9.9)
Foreign exchange forward contracts (8.5) (26.8)
Current derivative financial liabilities (8.5) (36.7)
Full details of the Group’s financial risk management objectives and policies can be found in note 29 to the Group Consolidated Financial
Statements. As the holding company for the Group, the Company faces similar risks over foreign currency and interest rate movements.
5 Trade and other receivables
31 March
2026
£m
31 December
2024
£m
Amounts owed by subsidiary undertakings 10.5 32.3
Prepayments and other debtors 6.5 3.2
17.0 35.5
Expected credit losses in respect of amounts owed by subsidiary undertakings due within one year were £nil (2024: £nil) at the reporting
date. Amounts owed by subsidiary undertakings due within one year are short term in nature and settlement is expected within 30 days.
6 Other non-current receivables
31 March
2026
£m
31 December
2024
£m
Amounts owed by subsidiary undertakings 195.0 244.4
Prepayments and other debtors 1.8 2.7
196.8 247.1
Expected credit losses in respect of amounts owed by subsidiary undertakings due after more than one year were £nil (2024: £nil) at the
reporting date. For the purpose of the impairment assessment, amounts owed by subsidiary undertakings are considered low credit risk
and therefore, the Company measures the provision at an amount equal to 12-month expected credit losses. The subsidiary undertakings
with amounts owing to the Company are all solvent and hence the probability of default is considered to be insignificant.
3 Investments in subsidiaries continued
233Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
7 Cash and cash equivalents
31 March
2026
£m
31 December
2024
£m
Cash at bank and in hand 45.3 7.7
Other short-term deposits 156.0 115.0
201.3 122.7
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying
periods of between one day and three months depending on the immediate cash requirements of the Company, and earn interest at the
respective short-term deposit rates. The fair value of cash equals the carrying value.
8 Trade and other payables
31 March
2026
£m
31 December
2024
£m
Trade creditors 4.4 1.8
Amounts owed to subsidiary undertakings 163.9 211.6
Accruals and deferred income 21.8 19.1
Accrued interest on borrowings 16.9 7.1
Bank overdrafts 88.9 8.8
295.9 248.4
Trade creditors are non-interest bearing and are normally settled on 30-day terms.
9 Other non-current liabilities
31 March
2026
£m
31 December
2024
£m
Bonds 681.3 648.3
Private placements 404.5 396.5
1,085.8 1,044.8
234 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Notes to the Company Accounts continued
10 Deferred tax
Deferred tax assets are recognised to the extent that the realisation of the related tax benefit is probable through the reversal of deferred
tax liabilities and forecast future taxable profits.
Deferred tax assets and liabilities have been included in the Balance Sheet is as follows:
31 March
2026
£m
31 December
2024
£m
Deferred tax assets – 1.7
Deferred tax liabilities – –
Net deferred tax assets – 1.7
The major components of the net deferred tax asset are as follows:
31 March
2026
£m
31 December
2024
£m
Tax losses carried forward – –
Other short-term temporary differences – 1.7
Accelerated tax depreciation – –
Net deferred tax assets – 1.7
A reconciliation of the movement in deferred tax balances is as follows:
Deferred
tax assets
£m
At 1 January 2025 1.7
Tax charged to Income Statement (1.7)
Tax credited to Other Comprehensive Income –
At 31 March 2026 –
Unrecognised deferred tax assets
The Company did not recognise deferred tax assets in respect of tax losses carried forward of £135m (2024: £101m) and restricted
interest expenses of £160m (2024: £77m). The benefits in respect of the tax losses and restricted interest expenses do not time expire.
Timing differences associated with investments
No deferred tax (2024: £nil) has been recognised on the unremitted earnings of subsidiaries and associates, as no dividends have been
accrued as receivable and no binding agreement to distribute the past earnings in the future has been entered into by the subsidiaries
and as dividends received by the Company are generally exempt from UK corporation tax.
235Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
11 Interest-bearing loans and borrowings
The effective interest rates at the balance sheet date were as follows:
31 March
2026
£m Maturity
Effective
interest rate
31 December
2024
£m Maturity
Effective
interest rate
Current
Bank overdrafts 88.9 – – 8.8 – –
Accrued interest on
borrowings 16.9 – – 7.1 – –
Total current 105.8 15.9
Non-current
9-period Sterling bond 248.9 November 2028 3.63%
1
239.7 November 2028 GBP SONIA + 3.23%
1
8-period Euro bond 432.4 September 2031 4.875% 408.6 September 2031 4.875%
Private placements 404.5 2027–2032 1.92% 396.5 2027–2032 1.92%
Total non-current 1,085.8 1,044.8
1
During the period a fixed to floating interest rate swap attached to the 9-year Sterling bond matured in November 2025. Subsequent to this the bond
reverted to a fixed rate of 3.63% until maturity.
The Company currently has £600.0m of unsecured committed revolving credit facilities, details of which are set out in the liquidity risk
section of note 29 of the Consolidated Accounts. Details of the Company’s interest rate management strategy and interest rate swaps are
included in notes 29 and 30 to the Group Consolidated Financial Statements.
12 Share capital
Authorised, issued and fully paid: No. of shares
31 March
2026
£m No. of shares
31 December
2024
£m
At the beginning and end of the period 614,086,377 30.7 614,086,377 30.7
Each share has a par value of 5p.
The total number of share options exercised in the period was 5,790,141 (2024: 825,839) of which 5,080,181 (2024: 776,967) exercises were
satisfied by transferring shares from the National Express Employee Benefit Trust.
Own shares (31 March 2026: (£2.5m), 31 December 2024: (£4.3m))
Own shares comprises 4,849,234 (2024: 3,742,873) ordinary shares in the Company that have been purchased by the trustees of the
National Express Employee Benefit Trust (the Trust). During the period, the Trust purchased 6,186,542 (2024: 3,411,379) shares, and
5,080,181 (2024: 776,967) shares were used to satisfy options granted under a number of the Company’s share schemes. nil shares (2024:
nil) were sold during the period to the open market.
Where the Trust purchases the Company’s equity share capital the consideration paid, including any directly attributable incremental
costs, is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. The market value of
the shares held by the Trust at 31 March 2026 was £0.8m (2024: £3.0m). Dividends are payable on nil (2024: nil).
Hybrid reserves (31 March 2026: £498.8m, 31 December 2024: £513.0m)
The Group has in issue a Sterling denominated hybrid instrument of £500m, with an initial annual coupon rate of 4.25%. The contractual
terms of the instrument allow the Group to defer coupon payments and the repayment of the principal indefinitely. However, any
deferred payments must be made in the event of a dividend distribution. The instrument was issued in November 2020 and the terms
also allow for the instrument to be redeemed at the option of the Group at five periods after issue (first call date) and 10 periods (second
call date), and subsequently at each coupon date or in the event of highly specific circumstances (such as a change in IFRS or change of
control). As the Group has the unconditional right to avoid transferring cash or another financial asset in relation to this instrument, it is
classified within equity. The Group did not redeem the hybrid instrument at the first call date in November 2025. The annual coupon rate
was fixed for the first five years at 4.25%, and subsequently resets as per the specific terms of the issuance. The new coupon rate effective
from February 2026 is 8.14%.
236 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Notes to the Company Accounts continued
13 Other reserves
Capital
redemption
reserve
£m
Cash flow
hedge
reserve
£m
Cost of
hedging
reserve
£m
Merger
reserve
£m
Total
£m
At 1 January 2025 0.2 1.2 – 224.1 225.5
Losses on hedging – (3.4) – – (3.4)
Hedging losses reclassified to Income Statement – 3.2 (0.1) – 3.1
Cost of hedging – – 0.1 – 0.1
At 31 March 2026 0.2 1.0 – 224.1 225.3
Capital
redemption
reserve
£m
Cash flow
hedge
reserve
£m
Cost of
hedging
reserve
£m
Merger
reserve
£m
Total
£m
At 1 January 2024 0.2 1.2 (0.2) 224.1 225.3
Gains on hedging – 1.6 – – 1.6
Hedging gains reclassified to Income Statement – (1.6) – – (1.6)
Cost of hedging – – 0.2 – 0.2
At 31 December 2024 0.2 1.2 – 224.1 225.5
The nature and purpose of the other reserves are as follows:
• The cash flow hedge reserve records the movements on designated hedging instruments.
• The cost of hedging reserve records the movements in the currency basis, which are excluded from the hedging instrument on the
designated hedging instruments in the cash flow hedge reserves.
• The merger reserve included the premium on the share issue in May 2020.
14 Share-based payments
During the period ended 31 March 2026, the Company had a number of share-based payment arrangements, which are described in
note 9 to the Consolidated Accounts, along with all required disclosures.
15 Commitments, contingencies and insurance contracts
Contingent liabilities
Guarantees
The Company has guaranteed the liabilities of a number of its subsidiaries under Section 479C of the Companies Act 2006 and these
subsidiaries are exempt from the requirements of the Act relating to the audit of individual accounts by virtue of section 479A of the Act.
These subsidiaries are highlighted in the full subsidiaries listing in note 38 to the Consolidated Accounts.
Insurance contracts
In the ordinary course of business, the Company is required to issue counter-indemnities in support of its operations. These are valued
as insurance contracts in scope of IFRS 17 Insurance Contracts from 1 January 2023. Previously these had been disclosed as contingent
liabilities in the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
As at 31 March 2026, the Company 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).
237Mobico Group Annual Report for the 15-month period ending 31 March 2026
Additional informationStrategic report Financial reportGovernance report
Additional
Information
Five-year summary 240
Shareholder information 241
Definitions and supporting
information 242
Alternative performance
measures 243
Key contacts and advisers 246
238 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Additional informationFinancial reportFinancial report
239Mobico Group Annual Report for the 15-month period ending 31 March 2026
All numbers in £m unless stated
15-months
ending
31 March
2026
1
12-months
ending
31 December
2024
1
12-months
ending
31 December
2023
12-months
ending
31 December
2022
12-months
ending
31 December
2021
Adjusted
Adjusted Revenue 3,419.9 2,597.5
2
3,150.9 2,807.5 2,170.3
Adjusted Operating profit 231.0 179.4
2
168.6 197.3 87.0
Adjusted Return on capital employed (Adjusted ROCE) 21.5% 10.0%
2
7.0% 7.6% 3.4%
IFRS
Revenue 3,358.0 2,597.5
2
3,150.9 2,807.5 2,170.3
Operating profit/(loss) 11.7 32.3
2
(43.2) (173.5) (36.2)
Loss before tax (89.2) (50.4)
2
(120.1) (225.3) (84.9)
Basic EPS (pence) (28.2) (28.6)
2
(33.7) (41.4) (16.6)
Dividends per share nil nil 1.7 5.0 nil
Adjusted net debt
Cash 425.6 244.5 356.3 291.8 508.4
Bank overdrafts (184.0) (41.4) (62.6) (58.7) (132.2)
Other debt receivable 4.5 2.7 2.9 2.7 1.0
Bonds (681.3) (648.3) (659.2) (621.4) (640.9)
Bank loans (net of arrangement fees) (111.5) (177.5) (243.9) (194.7) (189.6)
Fair value of derivatives included in adjusted net debt (4.7) (9.8) (18.6) (32.0) (3.7)
Net lease liabilities
3
(177.7) (222.3)
2
(223.7)
2
(183.7) (218.9)
Private placements (404.5) (396.5) (404.7) (411.9) (393.9)
Adjusted net debt (1,133.6) (1,248.6)
2
(1,253.5) (1,207.9) (1,069.8)
1
Group Adjusted and IFRS numbers for these periods are from continuing operations
2
Restated for prior period restatements and to represent for discontinued operations, see Notes 2 and 19 respectively for further information
3
Net lease liabilities is inclusive of finance lease receivables which are reported separately from borrowings on the face of the Group’s Balance Sheet
Five-year summary
240 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Ordinary shares
The Company’s ordinary shares, each of nominal value 5 pence,
are traded on the main market for listed securities on the London
Stock Exchange (LON:MCG).
Dividends
Having your dividends paid directly into your bank or building
society account is more secure than receiving your dividend by
cheque. If you would prefer your dividends to be paid directly
into your bank or building society account, further information is
available from Equiniti (www.shareview.co.uk). You will still receive
an annual dividend confirmation detailing each dividend you
receive.
ShareGift
ShareGift is an independent charity share donation scheme
administered by the Orr Mackintosh Foundation (registered charity
number 1052686). Shareholders who hold only a small number of
shares, the value of which makes it uneconomic to sell them, can
donate their shares to ShareGift who will sell them and donate
the proceeds to a range of charities. Further information may be
obtained on 020 7930 3737 or by visiting: www.sharegift.org.
Shareholder security
You should always check that any firm contacting you about
potential investment opportunities is properly authorised by the
FCA. If you deal with an unauthorised firm, you will not be eligible
for compensation under the Financial Services Compensation
Scheme. You can find out more about protecting yourself from
investment scams by visiting the FCA’s website at www.fca.org.uk/
consumers, or by calling the FCA’s consumer helpline on 0800 111
6768 (overseas callers dial +44 207 066 1000). If you have already
paid money to share fraudsters contact Action Fraud immediately
on 0300 123 2040, whose website is: www.actionfraud.police.uk.
Company website
The Company website (www.mobicogroup.com) contains
information about the Company’s operations. Copies of the
Company’s annual reports, results announcements, notices and
other corporate communications, together with information about
the Company share price and dividends, can be found there.
e-Communication
We encourage Shareholders to receive communications from the
Company electronically as this is quicker, more environmentally
friendly and more cost effective. To register for this service, you
should go to www.shareview.co.uk.
Registrar
The Company’s Registrar is Equiniti Limited.
Equiniti provides a range of services to Shareholders.
Extensive information including many
answers to frequently asked questions
can be found online.
Use the QR code to register for FREE at
www.shareview.co.uk
Equiniti’s registered address is:
Highdown House, Yeoman Way, Worthing, BN99 6DA.
Personal data
The Company processes personal data about its Shareholders in
compliance with applicable laws. A copy of the Shareholder Privacy
Notice explaining how the Company processes your personal
data and your rights in respect of that processing can be found at:
www.mobicogroup.com/privacy-centre/.
241Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Additional informationFinancial reportFinancial report
Shareholder information
AGM
Annual General Meeting
AI
Artificial intelligence
APMs
Alternative performance measures
Board
The Board of Directors of the Company
Code
The UK Corporate Governance Code
published by the FRC in 2018
Company
Mobico Group PLC
Consolidated
Financial
Statements
The Financial Statements for the Group for
the 15-months ending 31 March 2026
CPI
Consumer Price Index
CRM
Customer relationship management
Directors
The Directors of the Company
Dividend
Dividend amount payable per
ordinary share
DTRs
Disclosure Guidance and
Transparency Rules
EDBP
Executive Deferred Bonus Plan
EURIBOR
Euro Interbank Offered Rate
EV
Electric vehicle
Executive
Directors
The Executive Directors of the Company
FCA
The Financial Conduct Authority
FRC
The Financial Reporting Council
FWI
Fatalities and Weighted Injuries
GDP
Gross Domestic Product – used to
determine the economic performance of a
whole country or region
GHG
Greenhouse gas emissions
Group
The Company and its subsidiaries and
associates
HMRC
His Majesty’s Revenue and Customs
IAS
International Accounting Standards
IFRIC
International Financial Reporting
Interpretations Committee
IFRS
International Financial Reporting
Standards
KPIs
Key performance indicators
LTIP
Long-Term Incentive Plan
NASB
North America School Bus
Net interest
expense
Finance costs less finance income
Non-
Executive
Directors
The Non-Executive Directors of the
Company
OCP
Onerous Contract Provision
Organic
Constant
Currency
Compares current period’s results with
the prior period’s results translated at the
current period’s exchange rates
Operating
margin or
‘margin’
Ratio of adjusted operating profit to
revenue
Ordinary
shares
Ordinary shares of nominal value 5 pence
each in the Company
PBT
Profit before tax
PTA
Public Transport Authority
RCF
Revolving credit facility
RME
Rhine-Münster Express
RMS
Revenue Management System
RPI
Retail Prices Index
RRX
Rhine-Ruhr Express
SBTi
Science Based Targets initiative
TfWM
Transport for West Midlands
Thermal
event
Self-sustaining exothermic reactions in the
batteries of electric vehicles that can pose
significant safety risks
TSR
Total shareholder return – the growth in
value of a shareholding over a specified
period assuming that dividends are
reinvested to purchase additional shares
UK Listing
Rules
The Listing Rules of the FCA
WACC
Weighted Average Cost of Capital
WMATA
Washington Metropolitan Area Transit
Authority
ZEV
Zero Emission Vehicle
242 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Definitions and supporting information
In the reporting of financial information, the Group has adopted various Alternative Performance Measures (APMs). APMs should be
considered in addition to IFRS measurements. The Directors believe that these APMs assist in providing useful information on the
Adjusted performance of the Group, enhance the comparability of information between reporting periods, and are used internally by the
Directors to measure the Group’s performance. The key APMs that the Group focuses on are as follows:
Measure
Closest IFRS
measure Definition and reconciliation Purpose
Adjusted
EBITDA
Operating
profit
1
Adjusted Earnings Before Interest and Tax plus
Depreciation and Amortisation. It is calculated by taking
Adjusted Operating Profit and adding back depreciation,
amortisation, fixed asset grant amortisation, and share-
based payments.
Adjusted EBITDA is used as a key
measure to understand profit and
cash generation before the impact
of investments (such as capital
expenditure and working capital).
It is also used to derive the Group’s
gearing ratio.
Covenant
Gearing &
Covenant
EBITDA
No direct
equivalent
Covenant Gearing is defined as the ratio of Covenant
net debt to Covenant EBITDA over the last 12-months.
Covenant EBITDA is calculated by making the following
amendments to Adjusted EBITDA (which is defined
above): including any pre-acquisition Adjusted EBITDA
generated in that 12-month period by businesses
acquired by the Group during that period; the reversal
of IFRS 16 accounting; the exclusion of the profit or
loss from associates; the exclusion of the profit or loss
attributable to minority interest; and the add back of
interest costs arising from the unwind of the discount on
provisions.
The covenant gearing ratio is
considered a key measure of balance
sheet strength and financial stability
by which the Group and interested
stakeholders assess its financial
position.
Covenant EBITDA is used for the
purpose of calculating the Group’s
two key bank covenant tests: being
gearing and interest cover.
Free cash
flow
Net cash
generated
from operating
activities
The cash flow equivalent of Adjusted Profit After Tax.
A reconciliation of Adjusted Operating Profit and net
cash flow from operating activities to free cash flow is
set out in the supporting tables below.
Free cash flow allows us and external
parties to evaluate the cash generated
by the Group’s operations and is also
a key performance measure and
management remuneration.
Net
maintenance
capital
expenditure
No direct
equivalent
Comprises the purchase of property, plant and
equipment and intangible assets, other than growth
capital expenditure, less proceeds from their disposal. It
excludes capital expenditure arising from discontinued
operations. It includes the capitalisation of leases
initiated in the year in respect of existing business.
A reconciliation of capital expenditure in the statutory
cash flow statement to net maintenance capital
expenditure (as presented in the Group Chief Financial
Officer’s review) is set out in the supporting tables below.
Net maintenance capital expenditure
is a measure by which the Group and
interested stakeholders assesses the
level of investment in new/existing
capital assets to maintain the Group’s
profit.
Growth
capital
expenditure
No direct
equivalent
Growth capital expenditure represents the cash
investment in new or nascent parts of the business,
including new contracts and concessions, which drive
enhanced profit growth. It includes the capitalisation of
leases initiated in the year in respect of new business.
Growth capital expenditure is a
measure by which the Group and
interested stakeholders assesses the
level of capital investment in new
capital assets to drive profit growth.
Adjusted net
debt
Borrowings
less cash and
related hedges
Cash and cash equivalents (cash overnight deposits,
other short-term deposits) and other debt receivables,
offset by borrowings (loan notes, bank loans and finance
lease obligations) and other debt payable (excluding
accrued interest).
The components of adjusted net debt as they reconcile
to the primary Financial Statements and notes to the
accounts is disclosed in Note 37.
Adjusted net debt is the measure
by which the Group and interested
stakeholders assess its level of overall
indebtedness.
243Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Additional informationFinancial reportFinancial report
Alternative performance measures
Measure
Closest IFRS
measure Definition and reconciliation Purpose
Covenant net
debt
Borrowings
less cash and
related hedges
Adjusted net debt adjusted for certain items agreed with
the Group’s lenders as being excluded for the purposes
of calculating net debt for covenant assessment. The
adjustments principally comprise the exclusion of IFRS
16 liabilities, the exclusion of amounts owing under
arrangements to factor advance subsidy payments,
the add back of trapped cash, and an adjustment to
retranslate any borrowing denominated in foreign
currency to the average foreign currency exchange rates
over the preceding 12-months.
Covenant net debt is the measure
that is applicable in the covenant
gearing test.
Adjusted
Revenue
Revenue Statutory revenue excluding Adjusting items (as
described below) and can be found on the face of the
Group Income Statement in the first column.
Adjusted Revenue allows for ongoing
trends and performance of the Group
to be measured by the Directors,
management and interested
stakeholders.
Adjusted
Operating
Profit
Operating
profit
1
Statutory operating profit excluding Adjusting items (as
described below), and can be found on the face of the
Group Income Statement in the first column.
Adjusted Operating Profit is a
key performance measure for
the Executive Directors’ annual
bonus structure and management
remuneration. It also allows for
ongoing trends and performance
of the Group to be measured by
the Directors, management and
interested stakeholders.
Adjusting
items
No direct
equivalent
Adjusting items are items that are considered significant
in nature and value, not in the normal course of
business, or are consistent with items that were treated
as Adjusting items in prior periods.
Treatment as an Adjusting item
provides users of the accounts
with additional useful information
to assess the year-on-year trading
performance of the Group.
Adjusted
Operating
Margin
Operating
profit
1
divided
by revenue
Adjusted Operating Profit/(Loss) divided by revenue Adjusted Operating Margin is a
measure used to assess and compare
profitability. It also allows for ongoing
trends and performance of the Group
to be measured by the Directors,
management and interested
stakeholders.
Adjusted
Profit Before
Tax
Profit before tax Statutory profit before tax excluding Adjusting items can
be found on the face of the Group Income Statement in
the first column.
Adjusted Profit before tax allows a
view of the profit before tax after
taking account of the Adjusting items.
Adjusted
Return on
capital
employed
(Adjusted
ROCE)
Operating
profit
1
and
net assets
Adjusted Operating Profit divided by average capital
employed. Capital employed is net assets excluding
adjusted net debt and derivative financial instruments,
and for the purposes of this calculation is translated
using average exchange rates.
The calculation of Adjusted ROCE is set out in the
reconciliation tables below.
Adjusted ROCE gives an indication of
the Group’s capital efficiency.
1
Operating profit is presented on the Group income statement. It is not defined per IFRS, however is a generally accepted profit measure.
244
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Alternative performance measures continued
Supporting reconciliations
Reconciliation of net cash flow from operating activities to free cash flow
15-months
ending 31
March 2026
£m
(Restated)
12-months ending
31 December 2024
1
£m
Net cash flow from operating activities 155.9 268.8
Cash expenditure in respect of adjusting items 158.4 99.2
Net maintenance capital expenditure (187.8) (161.9)
Other non-cash movements
2
(2.5) (2.0)
Profit on disposal of fixed assets 7.8 11.8
Free cash flow 131.8 215.9
1
Restated for prior period restatements
2
Principally comprise deal fee amortisation
Reconciliation of capital expenditure in statutory cash flow to funds flow
15-months
ending 31
March 2026
£m
(Restated)
12-months ending
31 December 2024
1
£m
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
Net capital expenditure in statutory cash flow statement (197.9) (151.0)
Gain on disposal of property, plant & equipment & intangible assets (7.8) (11.8)
Capitalisation of leases initiated in the year, less disposals (55.6) (58.4)
Net capital expenditure in the funds flow
(presented in the Group Chief Financial Officer’s review) (261.3) (221.2)
Split as:
Net maintenance capital expenditure (187.8) (161.9)
Growth capital expenditure (73.5) (59.3)
1
Restated for prior period restatements
Reconciliation of Adjusted ROCE
15-months
ending 31
March 2026
£m
(Restated)
12-months ending
31 December 2024
1
£m
Statutory operating profit from continuing operations 11.7 32.3
Add back: adjusting items from continuing operations 219.3 147.1
Add back: Adjusted Operating Profit from discontinued operations 12.9 5.7
Return – Adjusted Group Operating Profit from continuing & discontinued operations 243.9 185.1
Average net assets (61.6) 622.4
Remove: Average adjusted net debt 1,191.1 1,225.2
Remove: Average derivatives, excluding amounts within adjusted net debt 6.2 21.3
Foreign exchange adjustment (2.5) (11.0)
Average capital employed 1,133.2 1,857.9
Adjusted Return on capital employed 21.5% 10.0%
1
Restated for prior period restatements and to represent prior periods for discontinued operations
Depreciation and other non-cash items
15-months
ending 31
March 2026
£m
(Restated)
12-months ending
31 December 2024
1
£m
Depreciation charge 190.2 223.9
Amortisation charge (excluding amortisation from intangibles from acquired businesses) 30.3 22.5
Share-based payments 5.1 4.6
Amortisation of fixed asset grants (4.7) (2.0)
Depreciation and other non-cash items 220.9 249.0
1
Restated for prior period restatements
245
Mobico Group Annual Report for the 15-month period ending 31 March 2026
Strategic report Governance report Additional informationFinancial reportFinancial report
Group Company Secretary
Gillian Saunderson
company.secretarial@mobicogroup.com
Registered office
Mobico Group PLC
National Express House, Birmingham Coach Station,
Mill Lane, Digbeth, Birmingham, England B5 6DD
Tel: +44 (0) 8450 130 130
www.mobicogroup.com
Registered in England and Wales – No. 2590560
Registrar
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Auditor
KPMG LLP One Snowhill, Snowhill Queensway,
Birmingham, B4 6GH
www.kpmg.com
Corporate solicitors
Freshfields LLP,
100 Bishopsgate, London, EC2P 2SR
Joint financial advisers and corporate brokers
Bank of America Securities
2 King Edward, London, EC1A 1HQ
Joh. Berenberg, Gossler & Co KG,
60 Threadneedle Street, London, EC2R 8HP
Cautionary statement
Certain statements included in this Annual Report are, or may be
deemed to be, forward-looking. They appear in a number of places
throughout this Annual Report and include statements regarding
our intentions, beliefs or current expectations and those of our
officers, Directors and employees concerning, amongst other
things, our results of operations, financial condition, liquidity,
prospects, growth, strategies and the business we operate. Such
statements are based on current expectations and are subject to
a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or
results referred to in these forward-looking statements. Forward-
looking statements are not guarantees of future performance and
no assurances can be given that the forward-looking statements
in this document will be realised. Unless otherwise required by
applicable law, regulation or accounting standard, we do not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future
developments or otherwise.
246 Mobico Group Annual Report for the 15-month period ending 31 March 2026
Key contacts and advisers
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
Mobico Group PLC
National Express House
Birmingham Coach Station
Mill Lane
Digbeth
Birmingham
B5 6DD