REGISTERED NUMBER: 12264066 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
VELOCITI TOPCO LIMITED |
REGISTERED NUMBER: 12264066 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
VELOCITI TOPCO LIMITED |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
for the year ended 31 December 2022 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 17 |
VELOCITI TOPCO LIMITED |
COMPANY INFORMATION |
for the year ended 31 December 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditors |
1110 Elliott Court |
Herald Avenue |
Coventry Business Park |
Coventry |
West Midlands |
CV5 6UB |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
GROUP STRATEGIC REPORT |
for the year ended 31 December 2022 |
The directors present their strategic report of the company and the group for the year ended 31 December 2022. |
REVIEW OF BUSINESS |
The principal activities of the Group continues to be the development of software and provision of consultancy services for the public transport industry in the United Kingdom and worldwide markets. |
The Group's turnover for the year increased by 67% against 2021. The increase in part was due to a full year's trading in the Group for Omnibus Solutions Limited and 3Squared Limited. Organic revenue growth was also achieved across the whole Group through the successful addition of new name customers. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The key risk facing the company is the competitive nature of the marketplaces in which the trading companies operate. The Directors have taken steps to ensure that the Group remains innovative and continues to offer value for money. |
The Group will also attempt to mitigate any retraction in its core market by seeking to grow sales in international markets, where significant opportunities have been identified. |
KEY PERFORMANCE INDICATORS |
We consider the key performance indicators of the Group continue to be that of turnover and Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA). |
The overall increase in turnover of 67% was in part due to a full year's trading in the Group for Omnibus Solutions (acquired February 2021) and 3Squared (acquired October 2021). All three trading entities successfully expanded their customer base with new SaaS subscriptions, existing customers added new modules to their software suite and the Group expanded its consultancy services offering. |
EBITDA increased to £1.2m, mainly due to a full year's trading in the Group for Omnibus Solutions and 3Squared. On a like-for-like basis costs increased due to the additional headcount added across the whole Group. The investment was made to help drive innovation across the Group and to improve the service offered to existing customers. |
DEVELOPMENT AND PERFORMANCE |
The Group has maintained its strong position in the UK market and is building its presence in overseas markets, which continue to be a strategic focus. The Group continues to invest in the enhancement of existing solutions and the development of innovative new solutions which create value for our customers. The Group is successfully growing annually recurring revenues, which underpins this investment and provides a springboard for future growth. |
The directors fully expect the success and growth of the Group to continue throughout 2023 and beyond. |
ON BEHALF OF THE BOARD: |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
REPORT OF THE DIRECTORS |
for the year ended 31 December 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022. |
CHANGE OF NAME |
The group passed a special resolution on 20 July 2023 changing its name from |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2022. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
Other changes in directors holding office are as follows: |
DONATIONS AND EXPENDITURE |
Donations totalling £6,720 have been made by group during the year. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
REPORT OF THE DIRECTORS |
for the year ended 31 December 2022 |
AUDITORS |
The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VELOCITI TOPCO LIMITED |
Opinion |
We have audited the financial statements of Velociti Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2022 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | 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 under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VELOCITI TOPCO LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us 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 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the 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 the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VELOCITI TOPCO LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to designing audit procedures by tailoring and directing testing to aid and support the |
determined level of risk. |
In response, the procedures we perform to determine he level of risk include: |
- | reference to history and experience of the Entity; and |
- | enquiry of management, including obtaining and reviewing supporting documentation concerning the Entity's procedures relating to: |
- | identifying and complying with laws and regulations and whether they were aware of any instances of non-compliance; and |
- | detection and response to risk of fraud and whether they were aware of any actual or suspected instances of fraud; and |
- | assessment of the controls and processes that the Entity has in place to mitigate risk. |
Our assessments included the identification of the following potential areas for fraud: |
- | management override of control; and |
- | revenue recognition, particularly in respect of delivery of services |
These procedures, and the extent to which they are capable of detecting irregularities, are detailed below: |
- | critically assessed the appropriateness and testing the application of the revenue and cost recognition policies; and |
- | testing the appropriateness of accounting estimates, journals and other adjustments made in the preparation of the financial statements; and |
- | reviewing the Entity's accounting policies for non-compliance with relevant standards; and |
- | making enquiries of management and reviewing correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations. |
In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain professional scepticism throughout the audit process. |
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VELOCITI TOPCO LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditors |
1110 Elliott Court |
Herald Avenue |
Coventry Business Park |
Coventry |
West Midlands |
CV5 6UB |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
CONSOLIDATED |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the year ended 31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
TURNOVER | 12,903,538 | 7,641,518 |
Cost of sales | 4,138,414 | 764,175 |
GROSS PROFIT | 8,765,124 | 6,877,343 |
Administrative expenses | 8,934,374 | 6,552,424 |
(169,250 | ) | 324,919 |
Other operating income | 28,688 | 4,484 |
OPERATING (LOSS)/PROFIT | 4 | (140,562 | ) | 329,403 |
Interest receivable and similar income | 95 | 1,267 |
(140,467 | ) | 330,670 |
Interest payable and similar expenses | 5 | 586,191 | 421,888 |
LOSS BEFORE TAXATION | (726,658 | ) | (91,218 | ) |
Tax on loss | 6 | 61,169 | 182,214 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(787,827 |
) |
(273,432 |
) |
Profit attributable to: |
Owners of the parent | (787,827 | ) | (273,432 | ) |
Total comprehensive income attributable to: |
Owners of the parent | - | - |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
CONSOLIDATED BALANCE SHEET |
31 December 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 | 8,937,002 | 12,578,712 |
Tangible assets | 9 | 828,454 | 924,194 |
Investments | 10 | - | - |
9,765,456 | 13,502,906 |
CURRENT ASSETS |
Stocks | 11 | 5,400 | 5,400 |
Debtors | 12 | 3,432,958 | 4,123,578 |
Cash at bank and in hand | 918,101 | 1,212,133 |
4,356,459 | 5,341,111 |
CREDITORS |
Amounts falling due within one year | 13 | 5,901,996 | 6,758,201 |
NET CURRENT LIABILITIES | (1,545,537 | ) | (1,417,090 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
8,219,919 |
12,085,816 |
CREDITORS |
Amounts falling due after more than one year |
14 |
9,365,841 |
12,444,460 |
NET LIABILITIES | (1,145,922 | ) | (358,644 | ) |
CAPITAL AND RESERVES |
Called up share capital | 18 | 9,204 | 9,148 |
Share premium | 19 | 82,839 | 82,346 |
Capital redemption reserve | 19 | 4,185 | 4,185 |
Retained earnings | 19 | (1,242,150 | ) | (454,323 | ) |
SHAREHOLDERS' FUNDS | (1,145,922 | ) | (358,644 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2023 and were signed on its behalf by: |
Mr J N Anton - Director |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
COMPANY BALANCE SHEET |
31 December 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 12 |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Share premium |
Capital redemption reserve |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
for the year ended 31 December 2022 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2021 | 8,637 | (193,897 | ) | 77,743 | 4,185 | (103,332 | ) |
Changes in equity |
Issue of share capital | 511 | - | 4,603 | - | 5,114 |
Total comprehensive income | - | (273,432 | ) | - | - | (273,432 | ) |
Tax on EBT funds received | - | 13,006 | - | - | 13,006 |
Balance at 31 December 2021 | 9,148 | (454,323 | ) | 82,346 | 4,185 | (358,644 | ) |
Changes in equity |
Issue of share capital | 56 | - | 493 | - | 549 |
Total comprehensive income | - | (787,827 | ) | - | - | (787,827 | ) |
Balance at 31 December 2022 | 9,204 | (1,242,150 | ) | 82,839 | 4,185 | (1,145,922 | ) |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
for the year ended 31 December 2022 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Issue of share capital | - | - |
Balance at 31 December 2021 |
Changes in equity |
Issue of share capital | 56 | - | 493 | - | 549 |
Balance at 31 December 2022 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
CONSOLIDATED CASH FLOW STATEMENT |
for the year ended 31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 478,963 | 1,464,239 |
Interest paid | (254,167 | ) | (109,425 | ) |
Tax paid | 181,615 | (16,124 | ) |
Net cash from operating activities | 406,411 | 1,338,690 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (42,553 | ) | (52,671 | ) |
Sale of tangible fixed assets | 37,874 | 210,555 |
Sale of fixed asset investments | - | 1,506 |
Acquisition of business | (207,675 | ) | (6,873,188 | ) |
Interest received | 95 | 1,267 |
Net cash from investing activities | (212,259 | ) | (6,712,531 | ) |
Cash flows from financing activities |
New loans in year | - | 4,500,000 |
Loan repayments in year | (500,000 | ) | - |
Share issue | 56 | 5,114 |
Loan notes issued | 11,760 | 25,480 |
Net cash from financing activities | (488,184 | ) | 4,530,594 |
Decrease in cash and cash equivalents | (294,032 | ) | (843,247 | ) |
Cash and cash equivalents at beginning of year |
2 |
1,212,133 |
2,055,380 |
Cash and cash equivalents at end of year |
2 |
918,101 |
1,212,133 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
for the year ended 31 December 2022 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2022 | 2021 |
£ | £ |
Loss before taxation | (726,658 | ) | (91,218 | ) |
Depreciation charges | 1,275,705 | 932,797 |
Profit on disposal of fixed assets | (36,649 | ) | (54,256 | ) |
Government grants | (28,688 | ) | (4,484 | ) |
Finance costs | 586,191 | 421,888 |
Finance income | (95 | ) | (1,267 | ) |
1,069,806 | 1,203,460 |
Decrease in stocks | - | 86 |
Decrease in trade and other debtors | 934,314 | 737,817 |
Decrease in trade and other creditors | (1,525,157 | ) | (477,124 | ) |
Cash generated from operations | 478,963 | 1,464,239 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 918,101 | 1,212,133 |
Year ended 31 December 2021 |
31.12.21 | 1.1.21 |
£ | £ |
Cash and cash equivalents | 1,212,133 | 2,055,380 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.1.22 | Cash flow | At 31.12.22 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 1,212,133 | (294,032 | ) | 918,101 |
1,212,133 | (294,032 | ) | 918,101 |
Debt |
Debts falling due within 1 year | (500,000 | ) | - | (500,000 | ) |
Debts falling due after 1 year | (9,522,057 | ) | 156,216 | (9,365,841 | ) |
(10,022,057 | ) | 156,216 | (9,865,841 | ) |
Total | (8,809,924 | ) | (137,816 | ) | (8,947,740 | ) |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
for the year ended 31 December 2022 |
4. | ACQUISITION OF BUSINESS |
Balance sheet at date of Acquisition | 2022 | 2021 |
£ | £ |
Intangible assets | - | 16,422 |
Tangible assets | - | 545,025 |
Stock | - | 5,486 |
Trade and other debtors | - | 3,433,647 |
Cash at bank | - | 2,269,348 |
Trade and other creditors | (3,075,333 | ) |
Net Assets | 3,194,595 |
- |
Goodwill on acquisition | 8,870,344 |
Purchase price | - | 12,064,939 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
for the year ended 31 December 2022 |
1. | STATUTORY INFORMATION |
Velociti Topco Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The Group financial statements consolidate the financial statements of the Company and its |
subsidiary undertakings drawn up to 31 December each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. |
Business combinations are accounted for under the acquisition method. Where necessary, |
adjustments are made to the financial statements of subsidiaries to bring the accounting policies |
used into line with those used by the Group. All intra-group transactions, balances, income and |
expenses are eliminated on consolidation. |
Significant judgements and estimates |
The following judgements have been made in the process of applying the above accounting policies that have had the most significant effect on amounts recognised in the financial statements: |
Rendering of services |
Revenue from Software Development services is recognised by reference to the stage of completion at the balance sheet date. The stage of completion is measured by reference to the number of staff hours required to complete the contract which is estimated by management. |
Estimation is required in determining an appropriate number of staff hours required to complete a contract. The staff hours are based on managements best estimate after considering works performed to the year end date. |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the |
Company and the revenue can be reliably measured. Revenue is measured as the fair value of the |
consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
Sale of goods |
Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
* the Company has transferred the significant risks and rewards of ownership to the buyer; |
* the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
* the amount of revenue can be measured reliably; |
* it is probable that the Company will receive the consideration due under the transaction; and |
* the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are |
provided in accordance with the stage of completion of the contract when all of the following |
conditions are satisfied: |
* the amount of revenue can be measured reliably; |
* it is probable that the Company will receive the consideration due under the contract; |
* the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
* the costs incurred and the costs to complete the contract can be measured reliably |
Stage of completion is measured by reference to the number of staff hours required to complete the contract. |
Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable. |
Goodwill |
Goodwill arising on acquisition is amortised over a period of 10 years from the date of the acquisition of the shares in the subsidiary company. Goodwill is calculated by considering the level of consideration paid in comparison to the fair value of the assets and liabilities of the acquired subsidiary at that date. Both positive and negative goodwill are recognised within intangible assets and are both amortised over a ten year period. |
Goodwill arising on acquisition is reviewed for impairment at the end of the first full financial year after the acquisition and as necessary, a provision is made if the value of goodwill is considered to be impaired at this time. |
Other goodwill which arises on the acquisition of a business is amortised over a period of 10 years from the date of acquisition of the business. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Office equipment | - |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
The Company follows a revaluation policy in respect of freehold property in line with FRS 102. |
Government grants |
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received using the accrual or performance model. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Investments |
Investments are stated at their fair value in accordance with FRS 102 section 11.14. |
Amounts recoverable on contracts |
A debtor will be recognised in the financial statements for chargeable work undertaken during the year which has not been billed as at the year end. |
Deferred income |
Contracted Bus Service Operator Grant (BSOG) income is recognised based on the contract value and number of contract days 'used' within the financial year. An accounting adjustment is made at the year end to defer the value of 'unused' contract days for which the income will be recognised in the next financial year. |
Systems support income is recognised at the point of invoice. Where the period of systems support straddles the year end, an appropriate proportion of the income will be deferred to the next financial year. |
IT development costs |
IT development costs are recognised in the profit and loss account when incurred. |
Share based payments |
The company provides equity settled share based payments to employees where it receives services from the employees in exchange for its own equity instruments by way of share options. |
These share options are valued at fair value using a share option valuation methodology such as an option pricing model. This model uses the weighted average share price, the exercise price, expected volatility in the share price, the option life and the risk free interest rate. |
The fair value of the share options granted are recognised as a cost from the date of grant of the options over the vesting period of the options granted. |
3. | EMPLOYEES AND DIRECTORS |
2022 | 2021 |
£ | £ |
Wages and salaries | 7,072,652 | 4,230,557 |
Social security costs | 846,361 | 506,709 |
Other pension costs | 278,854 | 193,239 |
8,197,867 | 4,930,505 |
The average number of employees during the year was as follows: |
2022 | 2021 |
2022 | 2021 |
£ | £ |
Directors' remuneration | 759,657 | 712,766 |
Directors' pension contributions to money purchase schemes | 22,200 | 20,600 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
3. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
2022 | 2021 |
£ | £ |
Emoluments etc | 208,500 | 208,500 |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2021 - operating profit) is stated after charging/(crediting): |
2022 | 2021 |
£ | £ |
Hire of plant and machinery | 684 | 5,751 |
Other operating leases | 259,969 | 81,276 |
Depreciation - owned assets | 137,068 | 104,838 |
Profit on disposal of fixed assets | (36,649 | ) | (54,256 | ) |
Goodwill amortisation | 1,131,603 | 819,196 |
Trademarks amortisation | 506 | 36 |
Other intangible assets amortisation | 6,670 | 8,690 |
Auditors' remuneration | 53,883 | 36,750 |
Foreign exchange differences | 6,578 | 13 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2022 | 2021 |
£ | £ |
Bank loan interest | 2,598 | - |
Loan interest | 578,994 | 421,888 |
Late payment interest | 4,599 | - |
586,191 | 421,888 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
2022 | 2021 |
£ | £ |
Current tax: |
UK corporation tax | 21,107 | 87,046 |
Prior year adjustment | (29,690 | ) | - |
Total current tax | (8,583 | ) | 87,046 |
Deferred tax | 69,752 | 95,168 |
Tax on loss | 61,169 | 182,214 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
7. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
8. | INTANGIBLE FIXED ASSETS |
Group |
Other |
intangible |
Goodwill | Trademarks | assets | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2022 | 13,801,154 | 1,017 | 15,364 | 13,817,535 |
Price adjustment | (2,502,931 | ) | - | - | (2,502,931 | ) |
At 31 December 2022 | 11,298,223 | 1,017 | 15,364 | 11,314,604 |
AMORTISATION |
At 1 January 2022 | 1,230,097 | 36 | 8,690 | 1,238,823 |
Amortisation for year | 1,131,603 | 506 | 6,670 | 1,138,779 |
At 31 December 2022 | 2,361,700 | 542 | 15,360 | 2,377,602 |
NET BOOK VALUE |
At 31 December 2022 | 8,936,523 | 475 | 4 | 8,937,002 |
At 31 December 2021 | 12,571,057 | 981 | 6,674 | 12,578,712 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
9. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
Freehold | Office | to | Plant and |
property | equipment | property | machinery |
£ | £ | £ | £ |
COST |
At 1 January 2022 | 530,000 | 9,427 | 71,398 | 126,725 |
Additions | - | 3,866 | - | 16,810 |
Disposals | - | - | - | - |
At 31 December 2022 | 530,000 | 13,293 | 71,398 | 143,535 |
DEPRECIATION |
At 1 January 2022 | - | 647 | 1,525 | 29,276 |
Charge for year | - | 2,863 | 7,359 | 31,651 |
Eliminated on disposal | - | - | - | - |
At 31 December 2022 | - | 3,510 | 8,884 | 60,927 |
NET BOOK VALUE |
At 31 December 2022 | 530,000 | 9,783 | 62,514 | 82,608 |
At 31 December 2021 | 530,000 | 8,780 | 69,873 | 97,449 |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2022 | 82,741 | 59,661 | 184,377 | 1,064,329 |
Additions | - | - | 21,877 | 42,553 |
Disposals | - | (39,432 | ) | - | (39,432 | ) |
At 31 December 2022 | 82,741 | 20,229 | 206,254 | 1,067,450 |
DEPRECIATION |
At 1 January 2022 | 15,222 | 44,930 | 48,535 | 140,135 |
Charge for year | 16,672 | 11,327 | 67,196 | 137,068 |
Eliminated on disposal | - | (37,991 | ) | (216 | ) | (38,207 | ) |
At 31 December 2022 | 31,894 | 18,266 | 115,515 | 238,996 |
NET BOOK VALUE |
At 31 December 2022 | 50,847 | 1,963 | 90,739 | 828,454 |
At 31 December 2021 | 67,519 | 14,731 | 135,842 | 924,194 |
Freehold property was valued on an open market basis on 22nd August 2019 by John Truslove Chartered Surveyors. The directors do not believe there has been a material change in value of freehold property since the valuation date. |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
10. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertaking |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
10. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: 20 Harris Business Park, Hanbury Road, Bromsgrove, United Kingdom, B60 4DJ |
Nature of business: |
% |
Class of shares: | holding |
2022 | 2021 |
£ | £ |
Aggregate capital and reserves | ( |
) | ( |
) |
Loss for the year | ( |
) | ( |
) |
The following company is a subsidiary of Velociti Midco Limited:- |
Company: | Nature of Business: | Holding |
Velociti Group Limited | Holding company | 100% |
The following companies are subsidiaries of Velociti Group Limited |
Company: | Nature of Business: | Holding |
Omnibus Solutions Limited | Transport software and consultancy | 100% |
Velociti Transport Solutions Limited | Holding company | 100% |
Velociti Bus Solutions Limited | Holding company | 100% |
The following company is a subsidiary of Velociti Bus Solutions Limited: |
Company: | Nature of Business: | Holding |
EPM Bus Solutions Limited | Transport consultancy | 100% |
The following company is a subsidiary of Velociti Transport Solutions Limited: |
Company: | Nature of Business: | Holding |
3Squared Limited | Transport software and consultancy | 100% |
11. | STOCKS |
Group |
2022 | 2021 |
£ | £ |
Stocks | 5,400 | 5,400 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Trade debtors | 1,898,767 | 2,697,643 |
Amounts owed by group undertakings | - | - |
Amounts recoverable on contract | 352,895 | 397,487 |
Other debtors | 366,242 | 10,897 |
Tax | 238,839 | 385,381 |
Deferred tax asset | 88,987 | 149,899 | - | - |
Prepayments and accrued income | 487,228 | 482,271 |
3,432,958 | 4,123,578 |
Deferred tax asset |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Deferred tax | 88,987 | 149,899 | - | - |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 15) | 500,000 | 500,000 |
Trade creditors | 436,086 | 203,493 |
Tax | 33,291 | 45,090 |
Social security and other taxes | 603,768 | 678,708 |
VAT | 99,909 | 93,597 | - | - |
Other creditors | 220,160 | 1,083,923 |
Accruals and deferred income | 4,008,782 | 4,153,390 |
5,901,996 | 6,758,201 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2022 | 2021 |
£ | £ |
Bank loans (see note 15) | 3,500,000 | 4,000,000 |
Other loans (see note 15) | 5,865,841 | 5,522,057 |
Other creditors | - | 2,922,403 |
9,365,841 | 12,444,460 |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
15. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2022 | 2021 |
£ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 500,000 | 500,000 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 3,500,000 | 4,000,000 |
Amounts falling due in more than five | years: |
Repayable otherwise than by instalments |
Other loans more 5yrs non-inst | 5,865,841 | 5,522,057 |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2022 | 2021 |
£ | £ |
Within one year | 134,560 | 97,947 |
Between one and five years | 151,819 | 340,498 |
286,379 | 438,445 |
17. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2022 | 2021 |
£ | £ |
Bank loans | 4,000,000 | 4,500,000 |
Bank loans are secured by way of a fixed and floating charge over all assets of the group. |
VELOCITI TOPCO LIMITED (REGISTERED NUMBER: 12264066) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
A Ordinary | £0.00 | 1 | 6,380 | 6,380 |
B Ordinary | £0.00 | 1 | 1,429 | 1,429 |
C Ordinary | £0.00 | 1 | 1,396 | 1,341 |
9,205 | 9,150 |
54,823 C Ordinary shares of £0.001 each were allotted as fully paid |
19. | RESERVES |
Group |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2022 | (454,323 | ) | 82,345 | 4,185 | (367,793 | ) |
Deficit for the year | (787,827 | ) | (787,827 | ) |
Purchase of own shares | - | 1 | - | 1 |
Issue of share capital | - | 493 | - | 493 |
At 31 December 2022 | (1,242,150 | ) | 82,839 | 4,185 | (1,155,126 | ) |
20. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
During the year, the group paid professional and consultancy fees to its non-executive directors of £32,876 (2021: £10,163 ). |
During the year, the group paid professional fees of £60,000 (2021: £60,000) to owners holding a participating interest in the company. |