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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: Mr N J Brookes
Mr I Churchill
Mr M L Hanlon
Mr G D Hyman
Mr J N Anton
Mr D A Brown





REGISTERED OFFICE: 20 Harris Business Park
Hanbury Road
Bromsgrove
Worcestershire
B60 4DJ





REGISTERED NUMBER: 12264066 (England and Wales)





AUDITORS: Luckmans Duckett Parker Limited
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:





Mr J N Anton - Director


29 September 2023

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 EPM Topco Limited to Velociti Topco Limited.

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.

Mr N J Brookes
Mr I Churchill
Mr M L Hanlon
Mr G D Hyman
Mr J N Anton

Other changes in directors holding office are as follows:

Mr A L Butterworth - resigned 19 April 2022
Mr D A Brown - appointed 5 April 2022

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:





Mr J N Anton - Director


29 September 2023

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.




Mark Spafford (Senior Statutory Auditor)
for and on behalf of Luckmans Duckett Parker Limited
Chartered Accountants
Statutory Auditors
1110 Elliott Court
Herald Avenue
Coventry Business Park
Coventry
West Midlands
CV5 6UB

29 September 2023

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 (787,827 ) (273,432 )

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 1 1
1 1

CURRENT ASSETS
Debtors 12 97,681 95,678

CREDITORS
Amounts falling due within one year 13 1,454 -
NET CURRENT ASSETS 96,227 95,678
TOTAL ASSETS LESS CURRENT
LIABILITIES

96,228

95,679

CAPITAL AND RESERVES
Called up share capital 18 9,204 9,148
Share premium 82,839 82,346
Capital redemption reserve 4,185 4,185
SHAREHOLDERS' FUNDS 96,228 95,679

Company's profit for the financial year - -

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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)

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 8,637 - 77,743 4,185 90,565

Changes in equity
Issue of share capital 511 - 4,603 - 5,114
Balance at 31 December 2021 9,148 - 82,346 4,185 95,679

Changes in equity
Issue of share capital 56 - 493 - 549
Balance at 31 December 2022 9,204 - 82,839 4,185 96,228

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

Trademarks are being amortised evenly over their estimated useful life of ten years.

Other intangible assets are being amortised evenly over their estimated useful life of five years.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Office equipment - at variable rates on reducing balance
Improvements to property - 10% on reducing balance
Plant and machinery - 20% on cost, 15% on reducing balance and 20 - 33% straight line
Fixtures and fittings - 33% on cost, 15% on reducing balance and 15% on cost
Motor vehicles - 25% on cost, 25% on reducing balance and at variable rates on reducing balance
Computer equipment - 50% on cost and 33% on cost

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

160 99

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 1
NET BOOK VALUE
At 31 December 2022 1
At 31 December 2021 1

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

Velociti Midco Limited
Registered office: 20 Harris Business Park, Hanbury Road, Bromsgrove, United Kingdom, B60 4DJ
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
2022 2021
£    £   
Aggregate capital and reserves (898,938 ) (566,914 )
Loss for the year (332,024 ) (312,463 )

The following company is a subsidiary of Velociti Midco Limited:-


Company:Nature of Business:Holding
Velociti Group LimitedHolding company100%


The following companies are subsidiaries of Velociti Group Limited

Company:Nature of Business:Holding
Omnibus Solutions LimitedTransport software and consultancy 100%

Velociti Transport Solutions LimitedHolding company100%

Velociti Bus Solutions Limited Holding company100%


The following company is a subsidiary of Velociti Bus Solutions Limited:

Company:Nature of Business:Holding
EPM Bus Solutions Limited Transport consultancy100%


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 - - 94,001 95,678
Amounts recoverable on contract 352,895 397,487 - -
Other debtors 366,242 10,897 3,680 -
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 97,681 95,678

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 1,454 -
Accruals and deferred income 4,008,782 4,153,390 - -
5,901,996 6,758,201 1,454 -

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: £    £   
6,380,208 A Ordinary £0.00 1 6,380 6,380
1,428,811 B Ordinary £0.00 1 1,429 1,429
1,395,366 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 at a premium of 0.009 per share during the year.

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.