REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
EPM BUS SOLUTIONS LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
EPM BUS SOLUTIONS LIMITED |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
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 |
EPM BUS SOLUTIONS 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 |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
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 company continues to be the development of software and provision of consultancy services for the public transport industry in the United Kingdom and worldwide markets. |
EPM Bus Solution's turnover for the year increased by 13.6% against 2022, driven by the sale of new products to existing customers in the software business and the return of specific consultancy assignments post-Covid. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The key risk facing the company is a fundamental change to the operating environment of the bus market and the removal of industry specific Government grants. To mitigate against this risk, the company is developing complementary consultancy offerings and continues to broaden its software capabilities, ensuring it is fit for all operating environments. |
KEY PERFORMANCE INDICATORS |
We consider the key performance indicators of EPM Bus Solutions to be that of turnover and adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA). |
The overall increase in turnover of 10.0% was in part due to existing customers adding new modules to their software suite and the expansion of consultancy services. |
EBITDA increased to £522,478 (2022 - £285,051) due to the increase in revenue and careful cost control. |
DEVELOPMENT AND PERFORMANCE |
The company continues to maintain a leading position in the UK market for its software and consultancy services. The company continues to invest in new and existing software to build on its position in the market and to ensure it is well placed for future opportunities that will arise from changes to the operating environment. |
The directors fully expect the success and growth of EPM Bus Solutions Limited to continue throughout 2024 and beyond. |
ON BEHALF OF THE BOARD: |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
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: |
DONATIONS AND EXPENDITURE |
Other donations of £1,200 have been made in the year. |
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. |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
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 |
EPM BUS SOLUTIONS LIMITED |
Opinion |
We have audited the financial statements of EPM Bus Solutions 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 profit 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 |
EPM 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 |
EPM 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 |
EPM 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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditors |
1110 Elliott Court |
Herald Avenue |
Coventry Business Park |
Coventry |
West Midlands |
CV5 6UB |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
333,769 | 180,810 |
Other operating income |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
BALANCE SHEET |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 9 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Share premium | 11 |
Capital redemption reserve | 11 |
Retained earnings | 11 |
The financial statements were approved by the Board of Directors and authorised for issue on |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
STATEMENT OF CHANGES IN EQUITY |
for the year ended 31 December 2023 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | 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 |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
NOTES TO THE FINANCIAL STATEMENTS |
for the year ended 31 December 2023 |
1. | STATUTORY INFORMATION |
EPM Bus Solutions 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. |
Turnover |
Turnover represents net invoiced sales of services, excluding value added tax, except in respect of service contracts where turnover is recognised when the company obtains the right to consideration in line with the provisions of FRS 102 section 23.14. |
Tangible fixed assets |
Hosting equipment | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
The Company follows a revaluation policy in respect of freehold property in line with FRS 102. |
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. |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Employee benefit trust |
In accordance with FRS 102 section 9.35, the assets and liabilities of the Employee Benefit Trust are treated as assets and liabilities of the Company. However, where the Employee Benefit Trust holds the Company's own shares these are excluded from the Company balance sheet. |
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 |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
3. | EMPLOYEES AND DIRECTORS - continued |
2023 | 2022 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
Information regarding the highest paid director is as follows: |
2023 | 2022 |
£ | £ |
Emoluments etc |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Depreciation - owned assets |
Profit on disposal of fixed assets | ( |
) | ( |
) |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
5. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax |
Tax on profit |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
6. | TANGIBLE FIXED ASSETS |
Fixtures |
Freehold | Hosting | and |
property | equipment | fittings |
£ | £ | £ |
COST OR VALUATION |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Cost or valuation at 31 December 2023 is represented by: |
Fixtures |
Freehold | Hosting | and |
property | equipment | fittings |
£ | £ | £ |
Valuation in 2019 | (148,168 | ) | - | - |
Cost | 678,168 | 141,333 | 376,433 |
530,000 | 141,333 | 376,433 |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
6. | TANGIBLE FIXED ASSETS - continued |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
Valuation in 2019 | - | - | (148,168 | ) |
Cost | 49,139 | 197,322 | 1,442,395 |
49,139 | 197,322 | 1,294,227 |
Freehold land and buildings were valued on an open market basis on 22 August 2019 by John Truslove Chartered Surveyors . |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Amounts recoverable on contract |
Other debtors |
Tax |
Prepayments |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
Other creditors |
Accrued expenses |
9. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£ | £ |
Deferred tax | 24,597 | - |
Deferred |
tax |
£ |
Provided during year |
Balance at 31 December 2023 |
EPM BUS SOLUTIONS LIMITED (REGISTERED NUMBER: 02091108) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
10. | CALLED UP SHARE CAPITAL |
Allotted and issued: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
1,900 | Incentive A shares | 1p | 19 | 19 |
7,600 | Incentive B shares | 1p | 76 | 76 |
2,850 | Incentive C shares | 1p | 29 | 29 |
3,990 | Incentive D shares | 1p | 40 | 40 |
13,200 | Founder A shares | 1p | 132 | 132 |
3,780 | Founder B shares | 1p | 38 | 38 |
566 | Founder C shares | 1p | 6 | 6 |
3,723 | Founder D shares | 1p | 37 | 37 |
377 | 377 |
11. | RESERVES |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | 3,827,288 |
Profit for the year |
At 31 December 2023 | 4,124,083 |
12. | RELATED PARTY DISCLOSURES |
During the year, the company paid professional and consultancy fees to its non-executive directors of £55,436 (2022: £32,876). |
During the year, the company paid professional fees of £66,660 (2022: £60,000) to owners holding a participating interest in the company. |