Velociti Topco Limited - Limited company accounts 25.1

REGISTERED NUMBER: 12264066 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

VELOCITI TOPCO LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mr J Hewitt

C A Wilson

REGISTERED OFFICE:

20 Harris Business Park

Hanbury Road

Bromsgrove

Worcestershire

B60 4DJ

REGISTERED NUMBER:

12264066 (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 of the company and the group 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 be 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 overall increase in EBITDA 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

29 September 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

Mr I Churchill - resigned 10 April 2024

Mr M L Hanlon - resigned 31 December 2024

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

Mr J Darragh - 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 , Mr D A Brown and Mr G D Hyman ceased to be directors after 31 December 2024 but prior to the date of this report.

DONATIONS AND EXPENDITURE

Donations totalling £7,000 have been made by group during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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

29 September 2025

Opinion

We have audited the financial statements of Velociti Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 group's and the parent 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 group or the parent 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 he 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 delivery of services

These procedures, and the extent to which they are capable of detecting irregularities, 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

12,907,987

12,775,027

Cost of sales

2,939,320

3,161,160

GROSS PROFIT

9,968,667

9,613,867

Administrative expenses

10,386,040

9,863,595

(417,373

)

(249,728

)

Other operating income

97,070

96,372

OPERATING LOSS

4

(320,303

)

(153,356

)

Interest receivable and similar income

-

85

(320,303

)

(153,271

)

Interest payable and similar expenses

5

759,491

722,831

LOSS BEFORE TAXATION

(1,079,794

)

(876,102

)

Tax on loss

6

108,982

56,476

LOSS FOR THE FINANCIAL YEAR

(1,188,776

)

(932,578

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,188,776

)

(932,578

)

Loss attributable to:

Owners of the parent

(1,188,776

)

(932,578

)

Total comprehensive income attributable to:

Owners of the parent

(1,188,776

)

(932,578

)

FIXED ASSETS

Intangible assets

8

8,188,025

9,168,192

Tangible assets

9

708,663

897,510

Investments

10

-

8,896,688

10,065,702

CURRENT ASSETS

Stocks

11

-

5,400

Debtors

12

2,644,986

3,210,600

Cash at bank and in hand

804,602

930,132

3,449,588

4,146,132

CREDITORS

Amounts falling due within one year

13

5,854,598

6,610,256

NET CURRENT LIABILITIES

(2,405,010

)

(2,464,124

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

6,491,678

7,601,578

CREDITORS

Amounts falling due after more than one
year

14

9,763,516

9,680,185

NET LIABILITIES

(3,271,838

)

(2,078,607

)

CAPITAL AND RESERVES

Called up share capital

18

8,747

9,193

Share premium

19

77,059

82,234

Capital redemption reserve

19

5,863

4,696

Retained earnings

19

(3,363,507

)

(2,174,730

)

SHAREHOLDERS' FUNDS

(3,271,838

)

(2,078,607

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

C A Wilson - Director

FIXED ASSETS

Intangible assets

8

-

Tangible assets

9

-

Investments

10

1

CURRENT ASSETS

Debtors

12

141,575

96,091

NET CURRENT ASSETS

141,575

96,091

TOTAL ASSETS LESS CURRENT
LIABILITIES

141,576

96,092

CAPITAL AND RESERVES

Called up share capital

18

8,749

9,194

Share premium

77,059

82,234

Capital redemption reserve

5,863

4,696

Retained earnings

49,905

(32

)

SHAREHOLDERS' FUNDS

141,576

96,092

Company's profit/(loss) for the financial
year

49,935

(32

)

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

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

9,204

(1,242,152

)

82,839

4,185

(1,145,924

)

Changes in equity

Issue of share capital

501

-

4,508

-

5,009

Purchase of own shares

(511

)

-

(5,113

)

511

(5,113

)

Total comprehensive income

-

(932,578

)

-

(932,578

)

Balance at 31 December 2023

9,194

(2,174,730

)

82,234

4,696

(2,078,606

)

Changes in equity

Issue of share capital

722

-

6,496

-

7,218

Purchase of own shares

(1,167

)

-

(11,669

)

1,167

(11,669

)

Total comprehensive income

-

(1,188,776

)

-

(1,188,776

)

Balance at 31 December 2024

8,749

(3,363,506

)

77,061

5,863

(3,271,833

)

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

Balance at 1 January 2023

9,204

-

82,839

4,185

96,228

Changes in equity

Issue of share capital

501

-

4,508

-

5,009

Purchase of own shares

(511

)

-

(5,113

)

511

(5,113

)

Total comprehensive income

-

(32

)

-

(32

)

Balance at 31 December 2023

9,194

(32

)

82,234

4,696

96,092

Changes in equity

Issue of share capital

722

-

6,496

-

7,218

Purchase of own shares

(1,167

)

-

(11,669

)

1,167

(11,669

)

Total comprehensive income

-

49,935

-

49,935

Balance at 31 December 2024

8,749

49,903

77,061

5,863

141,576

Cash flows from operating activities

Cash generated from operations

1

1,001,454

1,922,145

Interest paid

(332,574

)

(323,747

)

Tax paid

(96,365

)

(21,214

)

Net cash from operating activities

572,515

1,577,184

Cash flows from investing activities

Purchase of intangible fixed assets

(301,648

)

(19,396

)

Purchase of tangible fixed assets

(48,953

)

(192,812

)

Sale of tangible fixed assets

2

20,513

Acquisition of business

-

(1,288,792

)

Interest received

-

85

Net cash from investing activities

(350,599

)

(1,480,402

)

Cash flows from financing activities

Loan repayments in year

(550,000

)

(900,000

)

Share issue

(446

)

(11

)

Loan notes issued

412,500

852,500

Loan notes repaid

(209,500

)

(37,240

)

Net cash from financing activities

(347,446

)

(84,751

)

(Decrease)/increase in cash and cash equivalents

(125,530

)

12,031

Cash and cash equivalents at
beginning of year

2

930,132

918,101

Cash and cash equivalents at end of
year

2

804,602

930,132

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

Loss before taxation

(1,079,794

)

(876,102

)

Depreciation charges

1,386,683

1,339,942

Loss/(profit) on disposal of fixed assets

3,613

(20,513

)

Impairment losses

129,326

-

Government grants

(97,574

)

(17,879

)

Finance costs

759,491

722,831

Finance income

-

(85

)

1,101,745

1,148,194

Decrease in stocks

5,400

-

Decrease in trade and other debtors

558,359

190,329

(Decrease)/increase in trade and other creditors

(664,050

)

583,622

Cash generated from operations

1,001,454

1,922,145

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

Cash and cash equivalents

804,602

930,132

Year ended 31 December 2023

31.12.23

1.1.23

£

Cash and cash equivalents

930,132

918,101

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

Net cash

Cash at bank and in hand

930,132

(125,530

)

804,602

930,132

(125,530

)

804,602

Debt

Debts falling due within 1 year

(500,000

)

-

(500,000

)

Debts falling due after 1 year

(9,680,185

)

(83,331

)

(9,763,516

)

(10,180,185

)

(83,331

)

(10,263,516

)

Total

(9,250,053

)

(208,861

)

(9,458,914

)

4.	ACQUISITION OF BUSINESS

Balance sheet at date of Acquisition

2024

2023

£

Intangible assets

-

1,145,000

Tangible assets

-

Stock

-

Trade and other debtors

-

14,988

Cash at bank

-

622,078

Trade and other creditors

-

(168,730

)

Net Assets

-

1,613,336

-

Goodwill on acquisition

-

297,534

Purchase price

-

1,910,870

During the comparative period, the group acquired Fab Digital Limited.

1.	STATUTORY INFORMATION

Velociti Topco 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 General 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.

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its

subsidiary undertakings drawn up to 31 December each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.

Business combinations are accounted for under the acquisition method. Where necessary,

adjustments are made to the financial statements of subsidiaries to bring the accounting policies

used into line with those used by the Group. All intra-group transactions, balances, income and

expenses are eliminated on consolidation.

Significant judgements and estimates

The following judgements have been made in the process of applying the above accounting policies that have had the most significant effect on amounts recognised in the financial statements:

Rendering of services

Revenue from Software Development services is recognised by reference to the stage of completion at the balance sheet date. The stage of completion is measured by reference to the number of staff hours required to complete the contract which is estimated by management.

Estimation is required in determining an appropriate number of staff hours required to complete a contract. The staff hours are based on managements best estimate after considering works performed to the year end date.

Turnover

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

* the Company has transferred the significant risks and rewards of ownership to the buyer;

* the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

* the amount of revenue can be measured reliably;

* it is probable that the Company will receive the consideration due under the transaction; and

* the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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

Stage of completion is measured by reference to the number of staff hours required to complete the contract.

Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.

Goodwill

Goodwill arising on acquisition is amortised over a period of 10 years from the date of the acquisition of the shares in the subsidiary company. Goodwill is calculated by considering the level of consideration paid in comparison to the fair value of the assets and liabilities of the acquired subsidiary at that date. Both positive and negative goodwill are recognised within intangible assets and are both amortised over a ten year period.

Goodwill arising on acquisition is reviewed for impairment at the end of the first full financial year after the acquisition and as necessary, a provision is made if the value of goodwill is considered to be impaired at this time.

Other goodwill which arises on the acquisition of a business is amortised over a period of 10 years from the date of acquisition of the business.

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.

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

Other intangible assets and development expenditure are being amortised evenly over their estimated useful life of ten years.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

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

Office equipment

-

at variable rates on reducing balance

Improvements to property

-

10% on reducing balance

Plant and machinery

-

20% on cost, 15% on reducing balance and 20 - 33% straight line

Fixtures and fittings

-

33% on cost, 15% on reducing balance and 15% on cost

Motor vehicles

-

25% on cost, 25% on reducing balance and at variable rates on reducing balance

Computer equipment

-

50% on cost and 33% on cost

The Company follows a revaluation policy in respect of freehold property in line with FRS 102.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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.

Development expenditure

IT development costs are recognised in the profit and loss account when incurred unless the group is developing a specific software for resale in future years. In this case the costs are deferred and released to profit and loss over the useful life of the developed software.

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

7,194,941

7,362,407

Social security costs

844,452

876,511

Other pension costs

311,424

300,152

8,350,817

8,539,070

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

2024

2023

132

147

2024

2023

£

Directors' remuneration

966,792

683,577

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

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

2024

2023

£

Other operating leases

414,887

244,596

Depreciation - owned assets

104,868

123,756

Loss/(profit) on disposal of fixed assets

3,613

(20,513

)

Goodwill amortisation

1,281,356

1,211,479

Trademarks amortisation

460

364

Auditors' remuneration

32,970

37,650

Foreign exchange differences

(3,181

)

(662

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

Bank interest

5

-

Loan interest

756,257

722,831

Late payment interest

3,229

-

759,491

722,831

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

23,089

119,491

Prior period adjustment

23,069

-

Total current tax

46,158

119,491

Deferred tax

62,824

(63,015

)

Tax on loss

108,982

56,476

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

Loss before tax

(1,079,794

)

(876,102

)

Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 25 %)

(269,949

)

(219,026

)

Effects of:

Expenses not deductible for tax purposes

193,481

58,247

Capital allowances in excess of depreciation

-

(89,012

)

Depreciation in excess of capital allowances

27,685

-

Utilisation of tax losses

(208,732

)

-

Adjustments to tax charge in respect of previous periods

21,891

19,105

Goodwill

30,000

16,250

Goodwill on consolidation

290,339

286,620

Marginal rate tax relief

-

(15,708

)

Tax on RDEC

24,267

-

Total tax charge

108,982

56,476

7.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

8.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

assets

and

development

Computer

Goodwill

Trademarks

expenditure

software

Totals

£

COST

At 1 January 2024

12,740,756

1,517

15,364

-

12,757,637

Additions

-

297,934

3,714

301,648

At 31 December 2024

12,740,756

1,517

313,298

3,714

13,059,285

AMORTISATION

At 1 January 2024

3,573,179

906

15,359

-

3,589,444

Amortisation for year

1,281,356

460

-

1,281,816

At 31 December 2024

4,854,535

1,366

15,359

-

4,871,260

NET BOOK VALUE

At 31 December 2024

7,886,221

151

297,939

3,714

8,188,025

At 31 December 2023

9,167,577

611

5

-

9,168,193

9.	TANGIBLE FIXED ASSETS

Group

Improvements

Freehold

Office

to

Plant and

property

equipment

property

machinery

£

COST

At 1 January 2024

530,000

13,293

71,398

151,580

Additions

-

6,006

Disposals

-

Impairments

-

(13,293

)

(71,398

)

(87,263

)

At 31 December 2024

530,000

-

70,323

DEPRECIATION

At 1 January 2024

-

5,981

16,241

83,097

Charge for year

-

2,416

7,316

14,987

Eliminated on disposal

-

Impairments

-

(8,397

)

(23,557

)

(37,755

)

At 31 December 2024

-

60,329

NET BOOK VALUE

At 31 December 2024

530,000

-

9,994

At 31 December 2023

530,000

7,312

55,157

68,483

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

COST

At 1 January 2024

203,359

20,229

270,403

1,260,262

Additions

5,345

-

37,602

48,953

Disposals

(19,513

)

-

(19,513

)

Impairments

(37,886

)

-

(209,840

)

At 31 December 2024

151,305

20,229

308,005

1,079,862

DEPRECIATION

At 1 January 2024

47,747

19,533

190,145

362,744

Charge for year

46,998

-

33,151

104,868

Eliminated on disposal

(15,898

)

-

(15,898

)

Impairments

(10,806

)

-

(80,515

)

At 31 December 2024

68,041

19,533

223,296

371,199

NET BOOK VALUE

At 31 December 2024

83,264

696

84,709

708,663

At 31 December 2023

155,612

696

80,258

897,518

Freehold property was valued on an open market basis on 22nd August 2019 by John Truslove Chartered Surveyors. The directors do not believe there has been a material change in value of freehold property since the valuation date.

10.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

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

Subsidiary

Velociti Midco Limited

Registered office: 20 Harris Business Park, Hanbury Road, Bromsgrove, United Kingdom, B60 4DJ

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

Aggregate capital and reserves

51,393

(1,298,022

)

Profit/(loss) for the year

1,399,415

(399,084

)

The following company is a subsidiary of Velociti Midco Limited:-

Company:

Nature of Business:

Holding

Velociti Group Limited

Holding company

100%

The following companies are subsidiaries of Velociti Group Limited

Company:

Nature of Business:

Holding

Velociti Transport Solutions Limited

Holding company

100%

Velociti Bus Solutions Limited

Holding company

100%

Omnibus Solutions Limited

Transport software and consultancy

100%

Fab Digital Limited

Transport consultancy

100%

The following company is a subsidiary of Velociti Bus Solutions Limited:

Company:

Nature of Business:

Holding

Velociti Solutions Limited

Transport consultancy

100%

The following company is a subsidiary of Velociti Transport Solutions Limited:

Company:

Nature of Business:

Holding

3Squared Limited

Transport software and consultancy

100%

11.

STOCKS

Group

2024

2023

£

Stocks

-

5,400

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Trade debtors

1,382,276

2,143,099

-

Amounts owed by group undertakings

-

141,575

96,091

Amounts recoverable on contract

551,416

172,219

-

Other debtors

24,780

14,067

-

Tax

199,363

143,795

-

Deferred tax asset

89,178

152,002

-

Prepayments and accrued income

397,973

585,418

-

2,644,986

3,210,600

141,575

96,091

Deferred tax asset

Group

Company

2024

2023

2024

2023

£

Deferred tax

89,178

152,002

-

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2024

2023

£

Bank loans and overdrafts (see note 15)

500,000

Trade creditors

255,502

382,096

Tax

78,843

157,889

Social security and other taxes

671,052

698,220

VAT

73,382

48,008

Other creditors

152,220

755,855

Accruals and deferred income

4,123,599

4,068,188

5,854,598

6,610,256

14.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

2024

2023

£

Bank loans (see note 15)

2,050,000

2,600,000

Other loans (see note 15)

7,713,516

7,080,185

9,763,516

9,680,185

15.

LOANS

An analysis of the maturity of loans is given below:

Group

2024

2023

£

Amounts falling due within one year or

on demand:

Bank loans

500,000

Amounts falling due between one and

two years:

Bank loans - 1-2 years

2,050,000

500,000

Amounts falling due between two and

five years:

Bank loans - 2-5 years

-

2,100,000

Other loans - 2-5 years

7,713,516

-

7,713,516

2,100,000

Amounts falling due in more than five

years:

Repayable otherwise than by instalments

Other loans more 5yrs non-inst

-

7,080,185

16.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

2024

2023

£

Within one year

42,746

134,560

Between one and five years

25,200

21,421

67,946

155,981

17.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2024

2023

£

Bank loans

2,550,000

3,100,000

Bank loans are secured by way of a fixed and floating charge over all assets of the group.

18.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

6,473,208

A Ordinary

£0.00

1

6,073

6,424

1,428,811

B Ordinary

£0.00

1

1,429

1,479

1,291,843

C Ordinary

£0.00

1

1,246

1,291

8,748

9,194

721,774 C Ordinary shares of £0.001 each were allotted as fully paid at a premium of £0.009 per share during the year.

400,000 A Ordinary shares of £0.001 each were bought back during the year for a value of £4,000.

766,909 C Ordinary shares of £0.001 each were bought back during the year for a value of £7,669.09.

19.

RESERVES

Group

Capital

Retained

Share

redemption

earnings

premium

reserve

Totals

£

At 1 January 2024

(2,174,731

)

82,232

4,696

(2,087,803

)

Deficit for the year

(1,188,776

)

(1,188,776

)

Issue of share capital

-

6,496

-

6,496

Purchase of own shares

-

(11,669

)

1,167

(10,502

)

At 31 December 2024

(3,363,507

)

77,059

5,863

(3,280,585

)

20.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

During the year, the group paid professional and consultancy fees to its non-executive directors of £107,541 (2023: £55,436 ).

During the year, the group paid professional fees of £69,726 (2023: £66,660) to owners holding a participating interest in the company.

21.	POST BALANCE SHEET EVENTS

At the 31st December 2024, Velociti Topco was in the control of Literacy Capital Plc. Following investment by CBPE Capital Partners LLP on 26 July 2025, no one party maintains overall control of Velociti Topco Ltd.