REGISTERED NUMBER: 02091108 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

VELOCITI SOLUTIONS LIMITED

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

DIRECTORS:

Mr J Hewitt

C A Wilson

REGISTERED OFFICE:

20 Harris Business Park

Hanbury Road

Bromsgrove

Worcestershire

B60 4DJ

REGISTERED NUMBER:

02091108 (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

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The principal activities of the company continues as the provision of software and consultancy services across the public transport industry in both the UK and International markets.

Turnover remained flat against performance in the 2023 financial year primarily due to a drop in software services revenue but support and consultancy showed an average increase of 11% across the group driven by notable contracts signed in international markets.

PRINCIPAL RISKS AND UNCERTAINTIES

The company has an ongoing risk attached to its consultancy services by the nature of how its operators are funded through the BSOG government scheme. This risk would inherent in any grant funded scheme but this funding has underpinned a critical audit service for over 20 years. The company are not seeking mitigation as the requirement to audit its operators is still a key part of the industry but will continue to grow its software offering which is already complimenting the BSOG consultancy packages.

KEY PERFORMANCE INDICATORS

The 3 key indicators that underpin company performance are that of Earnings before Interest, Tax and Depreciation (EBITDA), Annual Recurring Revenue (ARR) and Gross Revenue Retention (GRR).

The increase in EBITDA of 48% is wholly attributed to the increase in Software support revenue and a decrease in operating costs realised through synergies in the integration of its 4 companies (EPM, Fabdigital, 3squared and Omnibus) into 1 new company - Velociti Solutions.

ARR has seen a 13% increase from 7.5m in FY23 to 8.5m in FY24 with GRR strong at 96%.

DEVELOPMENT AND PERFORMANCE

The company continues to hold a leading position in the UK market for its Software and Consultancy Services. The Consultancy Services continuing to be unparalleled in the market. Investment in the development of new products has continued, giving a good platform for new revenue streams in FY25 and beyond.

The Executive Leadership Team expect the company to continue to grow as it starts its new journey as one integrated company - Velociti Solutions Limited.

ON BEHALF OF THE BOARD:

C A Wilson - Director

26 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £800,000.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

Mr M L Hanlon - resigned 31 December 2024

Mr I Churchill - resigned 10 April 2024

Mr A M Hipkiss - appointed 15 April 2024 - resigned 8 June 2024

Mr J Darragh - appointed 15 April 2024 - resigned 16 September 2024

Mr J Hewitt - appointed 8 June 2024

C A Wilson - appointed 16 September 2024

Mr J N Anton , Mr N J Brookes and Mr G D Hyman ceased to be directors after 31 December 2024 but prior to the date of this report.

DONATIONS AND EXPENDITURE

Other donations of £6,000 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.

AUDITORS

The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C A Wilson - Director

26 September 2025

Opinion

We have audited the financial statements of Velociti Solutions Limited (the 'company') for the year ended 31 December 2024 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 2024 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.

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.

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.

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 2025

TURNOVER

5,999,846

5,740,716

Cost of sales

434,600

330,378

GROSS PROFIT

5,565,246

5,410,338

Administrative expenses

5,717,655

5,076,569

(152,409

)

333,769

Other operating income

15,041

41,680

OPERATING (LOSS)/PROFIT

4

(137,368

)

375,449

Interest payable and similar expenses

5

3,229

-

(LOSS)/PROFIT BEFORE TAXATION

(140,597

)

375,449

Tax on (loss)/profit

6

29,718

78,654

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(170,315

)

296,795

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(170,315

)

296,795

FIXED ASSETS

Intangible assets

8

241,592

-

Tangible assets

9

643,917

676,200

885,509

676,200

CURRENT ASSETS

Debtors

10

10,167,346

9,725,728

Cash at bank and in hand

328,867

351,955

10,496,213

10,077,683

CREDITORS

Amounts falling due within one year

11

8,208,899

6,604,826

NET CURRENT ASSETS

2,287,314

3,472,857

TOTAL ASSETS LESS CURRENT LIABILITIES

3,172,823

4,149,057

PROVISIONS FOR LIABILITIES

12

18,678

24,597

NET ASSETS

3,154,145

4,124,460

CAPITAL AND RESERVES

Called up share capital

13

377

377

Share premium

14

62,529

62,529

Capital redemption reserve

14

458

458

Retained earnings

14

3,090,781

4,061,096

SHAREHOLDERS' FUNDS

3,154,145

4,124,460

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

C A Wilson - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

377

3,764,301

62,529

458

3,827,665

Changes in equity

Total comprehensive income

-

296,795

-

-

296,795

Balance at 31 December 2023

377

4,061,096

62,529

458

4,124,460

Changes in equity

Dividends

-

(800,000

)

-

-

(800,000

)

Total comprehensive income

-

(170,315

)

-

-

(170,315

)

Balance at 31 December 2024

377

3,090,781

62,529

458

3,154,145

1.	STATUTORY INFORMATION

Velociti 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.

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 as modified by the revaluation of certain assets.

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.

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.

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Hosting equipment

-

20% on cost

Fixtures and fittings

-

33% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

50% on cost

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.

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

2024

2023

£

£

Wages and salaries

3,867,274

3,536,170

Social security costs

450,734

439,887

Other pension costs

213,767

196,169

4,531,775

4,172,226

The average number of employees during the year was as follows:

2024

2023

66

64

2024

2023

£

£

Directors' remuneration

966,791

651,577

Directors' pension contributions to money purchase schemes

35,026

22,600

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

219,307

208,500

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

73,439

27,068

Profit on disposal of fixed assets

-

(20,513

)

Auditors' remuneration

23,820

17,250

Foreign exchange differences

(1,102

)

(941

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Late payment interest

3,229

-

6.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

3,760

47,404

Prior year adjustments

31,877

-

Total current tax

35,637

47,404

Deferred tax

(5,919

)

31,250

Tax on (loss)/profit

29,718

78,654

7.

DIVIDENDS

2024

2023

£

£

Interim

800,000

-

8.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

Additions

241,592

At 31 December 2024

241,592

NET BOOK VALUE

At 31 December 2024

241,592

9.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Hosting

and

property

equipment

fittings

£

£

£

COST OR VALUATION

At 1 January 2024

530,000

141,333

376,433

Additions

-

-

3,691

Disposals

-

-

(152,792

)

At 31 December 2024

530,000

141,333

227,332

DEPRECIATION

At 1 January 2024

-

141,333

253,756

Charge for year

-

-

43,104

Eliminated on disposal

-

-

(152,792

)

At 31 December 2024

-

141,333

144,068

NET BOOK VALUE

At 31 December 2024

530,000

-

83,264

At 31 December 2023

530,000

-

122,677

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST OR VALUATION

At 1 January 2024

49,139

197,322

1,294,227

Additions

-

37,465

41,156

Disposals

-

-

(152,792

)

At 31 December 2024

49,139

234,787

1,182,591

DEPRECIATION

At 1 January 2024

48,443

174,495

618,027

Charge for year

-

30,335

73,439

Eliminated on disposal

-

-

(152,792

)

At 31 December 2024

48,443

204,830

538,674

NET BOOK VALUE

At 31 December 2024

696

29,957

643,917

At 31 December 2023

696

22,827

676,200

Cost or valuation at 31 December 2024 is represented by:

Fixtures

Freehold

Hosting

and

property

equipment

fittings

£

£

£

Valuation in 2019

(148,168

)

-

-

Cost

678,168

141,333

227,332

530,000

141,333

227,332

Motor

Computer

vehicles

equipment

Totals

£

£

£

Valuation in 2019

-

-

(148,168

)

Cost

49,139

234,787

1,330,759

49,139

234,787

1,182,591

Freehold land and buildings were valued on an open market basis on 22 August 2019 by John Truslove Chartered Surveyors .

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

831,632

1,338,170

Amounts owed by group undertakings

8,823,211

8,011,398

Amounts recoverable on contract

369,918

167,770

Other debtors

8,924

5,206

Tax

11,281

41,680

Prepayments

122,380

161,504

10,167,346

9,725,728

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

91,664

112,709

Amounts owed to group undertakings

5,655,847

4,086,829

Tax

33,869

48,803

Social security and other taxes

428,891

377,750

Other creditors

137,866

36,205

Accrued expenses

1,860,762

1,942,530

8,208,899

6,604,826

12.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

18,678

24,597

Deferred

tax

£

Balance at 1 January 2024

24,597

Provided during year

(5,919

)

Balance at 31 December 2024

18,678

13.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

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