ACCOUNTS - Final Accounts preparation

Company Registration Number 06936809

	FUTURE TRANSPORT SYSTEMS LTD

	FINANCIAL STATEMENTS

	31 DECEMBER 2024

FUTURE TRANSPORT SYSTEMS LTD

REGISTERED NUMBER: 06936809

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	5		71,836		70,655
Investments	6		100		100
			71,936		70,755
Current assets
Stocks		5,712		5,712
Debtors: amounts falling due within one year	7	12,269,658		8,197,861
Cash at bank and in hand		4,518,580		9,144,831
		16,793,950		17,348,404
Creditors: amounts falling due within one year	8	(156,372)		(125,477)
Net current assets			16,637,578		17,222,927
Total assets less current liabilities			16,709,514		17,293,682

Net assets			16,709,514		17,293,682

Page 1

FUTURE TRANSPORT SYSTEMS LTD

REGISTERED NUMBER: 06936809

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	5,598	5,598
Share premium account	23,826,731	23,826,731
Profit and loss account	(7,122,815)	(6,538,647)
	16,709,514	17,293,682

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Mr M G L Lumsden

Director

Date: 18 June 2025

The notes on pages 3 to 10 form part of these financial statements.

Page 2

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Future Transport Systems Ltd is a private company limited by shares incorporated in England and Wales. The registered office is C/o Armstrong Watson, First Floor, One Strawberry Lane, Newcastle upon Tyne, NE1 4BX and its principal place of business is The Core, Bath Lane, Newcastle Helix, Newcastle upon Tyne, NE4 5TF.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

The company incurred a loss for the financial year of £584,168. As at 31 December 2024, the company's assets exceeded its liabilities by £16,709,514. However, within the company's assets was a balance of £10,940,346 due from the company's subsidiary undertaking, which as at the balance sheet date had net liabilities of £8,858,569. Continuing losses incurred by both the company and it's subsidiary undertaking necessary to further develop the business have depleted the group's cash reserves. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern for 12 months from the date of approval of the accounts.
The company is currently concluding negotiations for a significant funding round, with committed funds in excess of the minimum business requirements.
The directors are of the opinion that growth in group turnover, contracts secured, together with the committed investment funds, will enable the company to continue in operation and the accounts are therefore prepared on a going concern basis.

Page 3

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.5

Revenue

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:

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.

2.6

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Research and development

Research expenditure is written off in the period in which it is incurred.

Page 4

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is provided on the following basis:

Leasehold improvements	-	33%	straight line
Plant and machinery	-	25%	straight line
Fixtures and fittings	-	15%	reducing balance
Computer equipment	-	25%	straight line

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 5

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable.
Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, consumer demands and the experience of recoverability.
The directors have considered the specific estimates regarding the carrying value of the investments in group undertakings and the recoverability of the amounts due from these group undertakings, as explained in note 7.

Employees

The average monthly number of employees, including directors, during the year was 17 (2023 - 18).

Page 6

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Tangible fixed assets

	Leasehold improve-ments	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	66,713	13,559	18,010	187,099	285,381
Additions	-	-	-	28,486	28,486
At 31 December 2024	66,713	13,559	18,010	215,585	313,867
Depreciation
At 1 January 2024	57,914	6,108	9,137	141,567	214,726
Charge for the year on owned assets	4,596	2,712	1,331	18,666	27,305
At 31 December 2024	62,510	8,820	10,468	160,233	242,031
Net book value
At 31 December 2024	4,203	4,739	7,542	55,352	71,836
At 31 December 2023	8,799	7,451	8,873	45,532	70,655

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	100
	At 31 December 2024	100

Page 7

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Debtors

					2024	2023
					£	£


Trade debtors	39	-
Amounts owed by group undertakings	10,940,346	6,862,333
Other debtors	13,626	14,369
Prepayments and accrued income	1,315,647	1,321,159
	12,269,658	8,197,861

The company has reviewed the recoverability of the amounts owed by group undertakings of £11,004,689 (2023: £6,862,333) shown above. The loan is interest free and repayable on demand. The company is confident that the full value of the amounts due to it from the subsidiary will be recovered.

8.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	46,988	25,124
Other taxation and social security	47,402	40,637
Other creditors	7,107	8,746
Accruals and deferred income	54,875	50,970
	156,372	125,477

9.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,067,000 (2023 - 1,067) Ordinary shares shares of £0.001 each (2023: £1 each)	1,067	1,067
1,112,000 (2023 - 1,112) Series A shares shares of £0.001 each (2023: £1 each)	1,112	1,112
3,182,000 (2023 - 3,182) Series B1 shares shares of £0.001 each (2023: £1 each)	3,182	3,182
237,000 (2023 - 237) Series B2 shares shares of £0.001 each (2023: £1 each)	237	237

	5,598	5,598

On 5 December 2024 the company subdivided each of its £1 shares into £0.001 ordinary shares.

Page 8

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.

Reserves

Share premium account

The share premium account reserve records the amount above the nominal value received for shares sold, less transaction costs. The profit and loss account reserve records retained earnings and accumulated losses.

Profit and loss account

The profit and loss reserve comprises of accumulated profits and losses.

11.Operating lease commitments

At the reporting date the company had commitments under non-cancellable operating leases totalling £- (2023 - £4,842).

12.

Related party transactions

The accounts do not include disclosure of transactions between the company and entities that are part of the Future Transport Systems Ltd group. Connected Energy Ltd is wholly owned by Future Transport Systems Ltd and therefore there is no requirement to disclose such transactions under FRS 102 Section 1A.
No transactions with related parties were undertaken such as are required to be disclosed under FRS 102 Section 1A.

13.	Subsidiary undertaking
	Subsidiary undertaking
	The following was a subsidiary undertaking of the company:
	Name	Registered office	Class of shares	Holding

Connected Energy Ltd

C/O Armstrong Watson, One Strawberry Lane, Newcastle Upon Tyne, NE1 4BX

Ordinary

100%

	The carrying value of the investments and the aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Connected Energy Ltd

(8,858,569)

(2,320,027)

Page 9

FUTURE TRANSPORT SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

In their report, the auditor emphasised the following matter without qualifying their report:

We draw attention to the financial statements, which indicate the company incurred a loss for the financial year of £584,168. As at 31 December 2024, the company's assets exceeded its liabilities by £16,709,514. However, within the company's assets was a balance of £10,940,346 due from the company's subsidiary undertaking, which as at the balance sheet date had net liabilities of £8,858,569. Continuing losses incurred by both the company and it's subsidiary undertaking necessary to further develop the business have depleted the group's cash reserves. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 18 June 2025 by Michael Morris (Senior Statutory Auditor) on behalf of Armstrong Watson Audit Limited.

Page 10