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REGISTERED NUMBER: 09784301 (England and Wales)




STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

VELOCITI BUS SOLUTIONS LIMITED

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)






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

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


VELOCITI BUS SOLUTIONS LIMITED

COMPANY INFORMATION
for the year ended 31 December 2023







DIRECTORS: Mr N J Brookes
Mr M L Hanlon
Mr J N Anton
Mr G D Hyman
Mr J Darragh
Mr J Hewitt
C A Wilson





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





REGISTERED NUMBER: 09784301 (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 BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

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:





Mr J N Anton - Director


19 September 2024

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

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.

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

Other changes in directors holding office are as follows:

Mr J Darragh , Mr J Hewitt and C A Wilson were appointed as directors after 31 December 2023 but prior to the date of this report.

Mr I Churchill and Mr J Darragh ceased to be directors after 31 December 2023 but prior to the date of this report.

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 BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

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:





Mr J N Anton - Director


19 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VELOCITI BUS SOLUTIONS LIMITED

Opinion
We have audited the financial statements of Velociti Bus Solutions Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other 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;
-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 BUS SOLUTIONS 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 BUS SOLUTIONS 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 rendering 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 BUS SOLUTIONS 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

26 September 2024

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

INCOME STATEMENT
for the year ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER - -
OPERATING PROFIT and
PROFIT BEFORE TAXATION - -

Tax on profit 4 - -
PROFIT FOR THE FINANCIAL YEAR - -

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2023

2023 2022
Notes £    £   

PROFIT FOR THE YEAR - -


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

-

-

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

BALANCE SHEET
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 5 2,506,940 2,506,940

CREDITORS
Amounts falling due within one year 6 726,849 726,849
NET CURRENT LIABILITIES (726,849 ) (726,849 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,780,091

1,780,091

CAPITAL AND RESERVES
Called up share capital 7 214 214
Capital redemption reserve 8 32 32
Retained earnings 8 1,779,845 1,779,845
SHAREHOLDERS' FUNDS 1,780,091 1,780,091

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2024 and were signed on its behalf by:





Mr J N Anton - Director


VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2022 214 1,779,845 32 1,780,091

Changes in equity
Balance at 31 December 2022 214 1,779,845 32 1,780,091

Changes in equity
Balance at 31 December 2023 214 1,779,845 32 1,780,091

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2023

1. STATUTORY INFORMATION

Velociti Bus Solutions 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 Company 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.

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 Bus Solutions 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 undertaking are included by full consolidation in the consolidated financial statements of its parent, Velociti Topco Limited, 20 Harris Business Park, Hanbury Road, Bromsgrove, Worcestershire, B60 4DJ, United Kingdom.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2023 nor for the year ended 31 December 2022.

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was NIL (2022 - NIL).

2023 2022
£    £   
Directors' remuneration - -

4. 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.

5. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 2,506,940
NET BOOK VALUE
At 31 December 2023 2,506,940
At 31 December 2022 2,506,940

The company's investments at the Balance Sheet date in the share capital of companies include the following:

EPM Bus Solutions Limited
Registered office: 20 Harris Business Park, Hanbury Road, Bromsgrove, B60 4DJ
Nature of business: Transport consultancy
%
Class of shares: holding
Founder shares 100.00
Incentive shares 100.00
2023 2022
£    £   
Aggregate capital and reserves 4,118,996 3,827,665
Profit for the year 291,331 178,623

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed to group undertakings 726,849 726,849

VELOCITI BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 09784301)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

7. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number: Class: Nominal Value: 2023 2022
£ £
2,520 B' Founder shares £0.01 25 25
566 C' Founder shares £0.01 6 6
3,723 D' Founder shares £0.01 37 37
7,120 B' Incentive shares £0.01 71 71
2,850 C' Incentive shares £0.01 28 28
4,734 D' Incentive shares £0.01 47 47
214 214

8. RESERVES
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 January 2023 1,779,845 32 1,779,877
Profit for the year - -
At 31 December 2023 1,779,845 32 1,779,877