Velociti Bus Solutions Limited - Limited company accounts 25.1

REGISTERED NUMBER: 09784301 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

VELOCITI BUS SOLUTIONS LIMITED

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

DIRECTORS:

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

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 31st December 2024 will be £1,500,000.

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.

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 Bus Solutions Limited (the 'company') for the year ended 31 December 2024 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 2024 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.

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 FCA FCCA (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

-

OPERATING PROFIT

-

Income from shares in group
undertakings

800,000

-

PROFIT BEFORE TAXATION

800,000

-

Tax on profit

4

-

PROFIT FOR THE FINANCIAL YEAR

800,000

-

PROFIT FOR THE YEAR

800,000

-

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

800,000

-

FIXED ASSETS

Investments

6

2,506,940

CURRENT ASSETS

Debtors

7

79,237

-

CREDITORS

Amounts falling due within one year

8

1,506,086

726,849

NET CURRENT LIABILITIES

(1,426,849

)

(726,849

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,080,091

1,780,091

CAPITAL AND RESERVES

Called up share capital

9

214

Capital redemption reserve

10

32

Retained earnings

10

1,079,845

1,779,845

SHAREHOLDERS' FUNDS

1,080,091

1,780,091

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

redemption

Total

capital

earnings

reserve

equity

£

Balance at 1 January 2023

214

1,779,845

32

1,780,091

Changes in equity

Balance at 31 December 2023

214

1,779,845

32

1,780,091

Changes in equity

Dividends

-

(1,500,000

)

-

(1,500,000

)

Total comprehensive income

-

800,000

-

800,000

Balance at 31 December 2024

214

1,079,845

32

1,080,091

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 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

Directors' remuneration

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

5.

DIVIDENDS

2024

2023

£

B' Founder shares shares of £0.01 each

Interim

1,500,000

-

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

2,506,940

NET BOOK VALUE

At 31 December 2024

2,506,940

At 31 December 2023

2,506,940

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

Velociti 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

2024

2023

£

Aggregate capital and reserves

3,154,145

4,124,460

(Loss)/profit for the year

(170,315

)

296,795

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed by group undertakings

79,237

-

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed to group undertakings

1,506,086

726,849

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal Value:

2024

2023

£

2,520

B' Founder shares

£0.01

25

566

C' Founder shares

£0.01

6

3,723

D' Founder shares

£0.01

37

7,120

B' Incentive shares

£0.01

71

2,850

C' Incentive shares

£0.01

28

4,734

D' Incentive shares

£0.01

47

214

10.

RESERVES

Capital

Retained

redemption

earnings

reserve

Totals

£

At 1 January 2024

1,779,845

32

1,779,877

Profit for the year

800,000

Dividends

(1,500,000

)

(1,500,000

)

At 31 December 2024

1,079,845

32

1,079,877