REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
VELOCITI GROUP LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
VELOCITI GROUP LIMITED |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the year ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Statement of Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
VELOCITI GROUP LIMITED |
COMPANY INFORMATION |
for the year ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditors |
1110 Elliott Court |
Herald Avenue |
Coventry Business Park |
Coventry |
West Midlands |
CV5 6UB |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
STRATEGIC REPORT |
for the year ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
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. |
Velociti Topco's adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) for the year increased by 13% against 2022. The increase was achieved by maintaining existing revenues, careful cost control and the acquisition of Fab Digital Ltd. part way through the year. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The key risk facing the group continues to be the competitive nature of the marketplaces in which the trading companies operate. New software is in development which will ensure the group remains well placed to defend its market position. |
The recent change in Government is likely to lead to changes in the operating models of our key markets. The Directors have aligned strategy to ensure risks are mitigated against and we are well positioned to take advantage of opportunities as they arise. |
KEY PERFORMANCE INDICATORS |
We consider the key performance indicators of the group to be that of turnover and adjusted EBITDA. |
Turnover in 2023 was flat on 2022 (+0.8%) due to one time services revenues achieved in 2022 that were not replicated in 2023. All trading entities continued to add new SaaS subscriptions, existing customers added new modules to their software suite and Velociti Bus Solutions expanded its consultancy services offering. |
EBITDA of the group increased to £1,362,249 (2022 - £1,207,616), principally due to cost control measures enacted in the year and the performance of Fab Digital Ltd. following acquisition in June 2023. |
DEVELOPMENT AND PERFORMANCE |
The group has maintained its strong position in the UK market and continues to build its presence in overseas markets. The group is investing in the development of innovative new solutions which create value for our existing customers and new customers alike. |
The directors fully expect the success and growth of Velociti Topco Limited to continue throughout 2024 and beyond. |
ON BEHALF OF THE BOARD: |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
REPORT OF THE DIRECTORS |
for the year ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
REPORT OF THE DIRECTORS |
for the year ended 31 December 2023 |
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 GROUP LIMITED |
Opinion |
We have audited the financial statements of Velociti Group Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2023 and of its 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 company 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 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 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. |
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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VELOCITI GROUP LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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 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 company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VELOCITI GROUP 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 the 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, including fraud, 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 GROUP 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 GROUP LIMITED (REGISTERED NUMBER: 12349154) |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS | ( |
) |
Interest payable and similar expenses | 4 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 5 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
BALANCE SHEET |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
NET (LIABILITIES)/ASSETS | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Retained earnings | 13 | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
STATEMENT OF CHANGES IN EQUITY |
for the year ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | ( |
) | ( |
) |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
NOTES TO THE FINANCIAL STATEMENTS |
for the year ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Velociti Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Preparation of consolidated financial statements |
The financial statements contain information about Velociti Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Velociti Topco Limited, 20 Harris Business Park, Hanbury Road, Bromsgrove, United Kingdom, B60 4DJ. |
Related party exemption |
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. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost less provision for impairment. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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. |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
The average number of employees during the year was NIL (2022 - NIL). |
2023 | 2022 |
£ | £ |
Directors' remuneration |
4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Loan interest |
5. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Loss before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
( |
) |
Effects of: |
Losses surrendered for Group relief | 81,537 | 47,452 |
Total tax charge | - | - |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
6. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: 20 Harris Business Park, Hanbury Road, Bromsgrove, B60 4DJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
The following company is a subsidiary of Velociti Bus Solutions Limited: |
Company: | Nature of Business: | Holding |
EPM Bus Solutions Limited | Transport consultancy | 100% |
Registered office: Hollinwood Business Centre, Albert Street Hollinwood, Oldham, Lancashire, OL8 3QL |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: 2nd Floor Fountain Precinct, Balm Green, Sheffield, England, S1 2JA |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
The following company is a subsidiary of Velociti Transport Solutions Limited: |
Company: | Nature of Business: | Holding |
3Squared Limited | Transport software and consultancy | 100% |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
6. | FIXED ASSET INVESTMENTS - continued |
Registered office: 20 Harris Business Park, Hanbury Road, Bromsgrove, Worcestershire, B60 4DJ |
Nature of business: |
% |
Class of shares: | holding |
2023 |
£ |
Aggregate capital and reserves |
Profit for the year |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Other debtors |
Prepayments |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans and overdrafts (see note 10) |
Amounts owed to group undertakings |
Other creditors |
Accrued expenses |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans (see note 10) |
10. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
Amounts falling due between one and two years: |
Bank loans - 1-2 years |
Amounts falling due between two and five years: |
Bank loans - 2-5 years |
VELOCITI GROUP LIMITED (REGISTERED NUMBER: 12349154) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
11. | SECURED DEBTS |
The following secured debts are included within creditors: |
2023 | 2022 |
£ | £ |
Bank loans |
Bank loans are secured by way of a fixed and floating charge over all assets of the company. |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | 0.01 | 1 | 1 |
13. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Deficit for the year | ( |
) |
At 31 December 2023 | ( |
) |