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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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OPTIBUS TRANSPORTATION LIMITED
COMPANY INFORMATION
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OPTIBUS TRANSPORTATION LIMITED
CONTENTS
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OPTIBUS TRANSPORTATION LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his strategic report of the Company and the Group for the year-ended 31 December 2024.
Optibus Transportation Limited is a UK private company incorporated in England and Wales and is the parent undertaking of an international group of subsidiaries operating across Europe, Latin America and Asia (the "Group"). The Group has a principal activity of providing end-to-end transportation management software for more equitable, sustainable, and efficient transportation services for agencies, operators, cities, drivers, and passengers. The Group seeks to leverage the power of machine-learning and to optimise algorithms to redefine the way mass-transportation is planned and operated. The Company's disruptive technology drives some of the most complex transportation operations worldwide, helping to improve the quality of service, increase efficiencies, save money, and streamline operations.
Sustainability
We view sustainability as a core business responsibility, not just a corporate ideal. Our efforts focus on reducing environmental impact by improving energy efficiency across operations and evaluating the use of renewable energy where feasible. Environmental, social, and governance (ESG) principles are integrated into our planning and operational decisions to support long-term value creation and responsible business conduct. We monitor the environmental impact of our activities and continue to adopt practical measures to mitigate adverse effects. This includes reviewing our processes to identify opportunities for greater efficiency and lower emissions, while complying with applicable environmental regulations. Talent Development and Culture Our people are central to our success. We are investing in the development of our employees through targeted training programs, leadership initiatives, and career progression plans that support both individual and business growth. We foster a culture that values diversity, collaboration, and continuous improvement. By promoting an inclusive and engaged workplace, we aim to attract and retain top talent and build strong teams that drive innovation and support our strategic goals.
Joint Ventures and Partnerships
We continue to explore selective strategic partnerships that can enhance our capabilities, support expansion into new markets, or accelerate product and service development. Each opportunity is assessed with a focus on long-term alignment, operational fit, and value creation potential. We remain disciplined in our approach and will proceed only with partnerships that complement our strengths and offer clear benefits to the business. Digital Transformation Digital transformation remains a cornerstone of our operational evolution. By embracing automation and optimising workflows, we are positioned to enhance efficiency and accuracy across our processes. This not only translates to cost savings but also empowers our teams to focus on strategic initiatives that drive innovation and create value for our stakeholders. Regulatory and Compliance Considerations Compliance with applicable laws and regulations is a priority for the business. We are enhancing our internal processes and systems to ensure we meet our obligations and maintain high standards of governance.
Financial Goals and Performance
We are focused on building a resilient business with sustainable and profitable growth. We remain committed to delivering long-term value to our shareholders and aligning our financial performance with our broader business
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OPTIBUS TRANSPORTATION LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
objectives.
In achieving its objectives, the Group faces risks and uncertainties, including those due to macroeconomic
conditions, global and regional financial market developments and internal factors. The specific market, operational and financial risks in the ordinary course of business are explained below and in the Director's report, including credit, currency and liquidity risks. Navigating risks is an integral part of a director's responsibilities. The director must actively assess and manage risks that could impact the Group's financial health, reputation, and overall viability. This involves identifying potential risks, developing strategies to mitigate them, and monitoring their effectiveness. The director should encourage a risk-aware culture within the organisation, where risk management is integrated into strategic planning and day-to-day operations. By prioritising risk management, the director contributes to the Group's resilience and ability to weather unforeseen challenges. Insofar as relevant, the Group will cover insurance for several common risks, which will allow for the financial consequences of calamities as much as possible. At management level, the most important risks are assessed that may affect the realisation of our strategic objectives. We assess the degree of risks and weigh against our own efficiency in containing the risks or mitigating them completely. Long-term Success The director plays a crucial role in shaping the destiny of the organisation by prioritising long-term success over short-term gains. A strategic approach that goes beyond immediate profitability, which the director assesses the potential consequences of decisions on the Group's growth trajectory, market positioning, and sustainability. By aligning actions with a forward looking vision, the director not only ensures the Group's stability but also its ability to adapt and thrive in a rapidly changing business landscape. Stakeholder Interests Recognising that a Group's success is interwoven with the interests of various stakeholders, the director weighs these interests carefully. The director must consider the expectations of shareholders seeking returns on investment, employees seeking fulfilling careers, customers expecting value, and communities seeking positive contributions. The director seeks to harmonise these often diverse interests to achieve outcomes that are equitable, fostering a sense of trust and loyalty among stakeholders. Ethical Considerations Ethics form the moral compass that guides the director in their decision-making. Upholding ethical considerations entails more than just compliance with laws and regulations; it means adhering to a higher standard of integrity and accountability. The director must evaluate potential actions through an ethical lens, assessing whether their choices are aligned with the Group's values and principles. By demonstrating ethical leadership, the director not only sets a positive example but also builds a reputation of trustworthiness and credibility for the organisation. Good Faith The director is entrusted with the responsibility to act in good faith, demonstrating diligence and honesty in their decision-making. This involves diligently seeking information, asking probing questions, and engaging in robust discussions. Good faith decision-making requires the director to set aside personal biases and opinions, focusing on what is in the best interest of the Group and its stakeholders. By adhering to the principle of good faith, the director instils confidence that their decisions are well-considered and driven by a genuine commitment to the organisation's success. Duty of Care The director owes a duty of care to the Group, which encompasses their obligation to make informed decisions based on a thorough understanding of the Group's operations, finances, and industry dynamics. This involves staying informed about market trends, regulatory changes, and emerging risks that could impact the Group's performance. The director must also actively engage with management, asking critical questions and seeking
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OPTIBUS TRANSPORTATION LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
clarifications to ensure that they have a comprehensive grasp.
The year 2024 ended with an ordinary loss of $2,645 thousand (2023: loss $2,345 thousand).
As at the end of 2024 the balance sheet total amounted to a net liability of ($5,535) thousand (2023: net liability of ($3,459) thousand). The Company continues to monitor its liquidity and funding position closely. While the Company has net liabilities of $5,535 thousand at 31 December 2024 and remains dependent on financial support from its parent undertaking, the director has reviewed forecasts and available funding support and considers the going concern basis of preparation to remain appropriate. Outlook In 2025, we will continue to focus on identifying the required capabilities for the different segments and different regions in order to find the best strategy for each market and region, also taking the current and future developments into account. Going concern An assessment of the Company's ability to continue as a going concern was performed, taking into account all available information about the future, which is at least, but not limited to, twelve months from the date of approval of these financial statements. The parent undertaking has confirmed its intention to continue providing such support for at least twelve months from the date of approval of these financial statements and not to seek repayment of existing balances during that period. Whilst the Company remains dependent on the continued support of its parent undertaking, the director has no reason to believe that such support will not be forthcoming. Accordingly, the director considers it appropriate to prepare the financial statements on a going concern basis.
The director believes they have acted in the way most likely to promote the success of the Group for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the director to: - consider the likely consequences of any decision in the long term; - act fairly between the members of the Company; - maintain a reputation for high standards of business conduct; - consider the interests of the Company's employees; - foster the Company's relationships with suppliers, customers and others; and - consider the impact of the Company's operations on the community and the environment.
This report was approved by the board and signed on its behalf.
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OPTIBUS TRANSPORTATION LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his report and the financial statements for the year ended 31 December 2024.
The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated
financial statements in accordance with applicable law and regulations. director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group will continue in business.
The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
The loss for the year, after taxation, amounted to $2,645 thousand (2023 - loss $2,345 thousand).
No dividends will be distributed for the year-ended 31 December 2024 (2023 - $nil)
The director who served during the year was:
Information relating to events since the end of the year is given in the notes to the financial statements.
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OPTIBUS TRANSPORTATION LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Looking ahead, our R&D roadmap remains ambitious and forward-thinking. We are excited to continue investing in emerging technologies, testing new markets, and collaborating with industry partners to constantly improve performance of our investment strategy and increase its capacity. By maintaining a proactive stance and continuously evaluating our R&D portfolio, we are poised to identify opportunities that will shape our industry's landscape.
Entity-Specific Risk
In our continuous pursuit of excellence, we acknowledge the importance of addressing entity-specific risks that may impact our operations. These risks, inherent to our industry and organization, require diligent management. Our commitment to effective governance, strategic decision-making, and operational efficiency remains unwavering. Through a comprehensive risk assessment framework, we aim to identify, mitigate, and monitor entity-specific risks, ensuring that our business remains resilient and adaptive in the face of internal challenges. Credit Risk As stewards of responsible corporate practices, we are dedicated to managing credit risk prudently. Our rigorous credit assessment procedures allow us to extend credit only to trustworthy counterparties whose financial capabilities align with their obligations. By emphasizing transparency and risk-mitigation mechanisms, such as collateral requirements, we safeguard our financial stability. This approach ensures that we maintain a healthy balance betwe Liquidity Risk In the pursuit of sustainable growth, we recognize the significance of maintaining robust liquidity. Our commitment to managing liquidity risk entails prudent cash flow management, optimizing working capital, and establishing contingency plans. This ensures our ability to meet short-term financial commitments even in the face of unexpected challenges. By conducting regular cash flow projections and having access to credit facilities, we build a safety net that enables us to navigate potential disruptions without compromising our operational efficiency. Cash Flow Risk Our dedication to prudent financial management extends to addressing cash flow risk, a critical element of our strategic vision. By conducting comprehensive financial planning and scenario analysis, we identify potential gaps in cash flow and develop proactive strategies to bridge them. Through diversification of revenue streams, optimizing cost structures, and aligning our expenditure with our strategic objectives, we minimize the impact of unforeseen changes on our ability to generate sufficient cash to meet obligations and fuel growth.
Although we are exempt from reporting detailed energy and carbon information under SECR, we remain devoted to environmental sustainability. We acknowledge that climate change poses a significant challenge to the global community and are determined to contribute to mitigating its effects.
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OPTIBUS TRANSPORTATION LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, Forvis Mazars, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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OPTIBUS TRANSPORTATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIBUS TRANSPORTATION LIMITED
We have audited the financial statements of Optibus Transportation Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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).
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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent 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.
In auditing the financial statements, we have concluded that the director's 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.
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OPTIBUS TRANSPORTATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIBUS TRANSPORTATION LIMITED (CONTINUED)
The other information comprises the information included in the Group Strategic and Director's report, other than
the financial statements and our auditor’s report thereon. The director is responsible for the other information contained within the annual report. 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 course of 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
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 Director's Report.
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OPTIBUS TRANSPORTATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIBUS TRANSPORTATION LIMITED (CONTINUED)
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 an Auditors' Report 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 Group financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the company and its industry, we identified the principal risks of non-compliance with laws and regulations related to the UK tax legislation, employment regulation and health and safety regulation, anti-bribery, corruption and fraud and money laundering. To help us identify instances of non-compliance and its industry with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: • Inquiries of management, and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; • Inspecting correspondence, if any, with relevant licensing or regulatory authorities; • Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and • Considering the risk of act by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006. In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut off assertion) and significant one-off or unusual transactions.
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OPTIBUS TRANSPORTATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIBUS TRANSPORTATION LIMITED (CONTINUED)
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; • Gaining an understanding of the internal controls established to mitigate risks related to fraud; • Discussing amongst the engagement team the risks of fraud; and • Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 Auditors' 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 an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
Mayoralty House
Flood Street
Ireland
H91 P8PR
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OPTIBUS TRANSPORTATION LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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OPTIBUS TRANSPORTATION LIMITED
REGISTERED NUMBER: 11494674
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 41 form part of these financial statements.
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OPTIBUS TRANSPORTATION LIMITED
REGISTERED NUMBER: 11494674
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
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OPTIBUS TRANSPORTATION LIMITED
REGISTERED NUMBER: 11494674
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 41 form part of these financial statements.
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