The directors present the strategic report and financial statements for the year ended 31 December 2024. The directors, in preparing the strategic report, have complied with s414C of the Companies Act 2006.

Review of Business

The principal activity of the Company in the year under review was that of a bus and coach operator serving the South Wales market.

Section 172(1) Statement

The Directors of the Company recognise their duty to promote the success of the Company for the benefit of its members as a whole whilst having due regard to the matters set out in section s172(1) of the Companies Act 2006:

• The likely consequences of any decision in the long term

• The Interests of the company’s employees

• The need to foster the company’s business relationships with suppliers, customers and others

• The impact of the company’s operations on the community and the environment

• The desirability of the company maintaining a reputation for high standards of business conduct

• The need to act fairly as between members of the company

In providing passenger transport services the Company works closely with a range of stakeholders without which the operating businesses would not succeed including the Welsh Government and local authorities. Meetings with a range of stakeholders are held regularly at all levels of the company’s organisation with decisions taken with reference to their impact on relationships and sustainability.

The passenger transport services the Company provides are key requirements of the local communities that they serve, without which residents would not be able to travel to their places of work or leisure as efficiently and cost effectively. Concessionary pass holders rely on the services we operate to provide a means of reliable transport that helps to support mobility and quality of life.

The way the Company deals with employee engagement is dealt with in the Directors report under Employee consultation.

Corporate Governance Statement

New Adventure Travel operates as a subsidiary of the Singaporean quoted business ComfortDelGro Corporation Limited. The ultimate parent company is committed and adheres to the Code of Corporate Governance issued by the Monetary Authority of Singapore dated 6 August 2018 and ensures that it is upheld throughout the Group. Details of the Corporate Governance practices are set out within the ComfortDelGro Annual Report available on the ComfortDelGro website.

Due to its role as a 100% owned subsidiary of a global operating Group, New Adventure Travel Limited did not adhere to a formalised Corporate Governance Code in the financial year to 31st December 2024, however the Company voluntarily complied with the Wates Corporate Governance Principles for large private companies as follows:

1. Purpose and leadership – The New Adventure Board determines the long term strategy, direction and performance of New Adventure Travel. Our vision is to be the Land Transport Operator of choice in the markets that we operate in and the Board are responsible for ensuring the values, strategy and culture are aligned with that vision.

Corporate Governance Statement (continued)

2. Board composition – The New Adventure Travel Board comprises of the ComfortDelGro Group CEO, Metroline CEO and CEO for UK & Ireland, Bus and Coach.

3. Director responsibilities – The ComfortDelGro Group Directors ensure that the local businesses are aligned with Shareholder Interests and with the policies and directions of the wider Group.

4. Opportunity and risk – The New Adventure Travel Board seek out opportunity while mitigating risk. Long term strategic opportunities are highlighted to the Board through regular Board meetings and through the Group Business development function. The ComfortDelGro Group Risk and Subtainability Office (changed from Audit and Risk committee) ensure that inherent and emerging risks are identified and managed appropriately and in a timely manner, updating the overall Group Risk register for any changes in underlying conditions. Risks are managed at a local level through Operational and Safety risk committees and through regular reporting and investigation of incidents. The safety of our passengers and staff are the number one priority in all that we do.

5. Remuneration – The Directors are remunerated by other entities within the group.

6. Stakeholder relationships and engagement – Directors foster effective stakeholder relationships aligned to the company’s purpose of being the lead transport Operator of choice. This requires both the board and senior management to engage with a range of stakeholders in order to deliver financial returns and growth in a sustainable way.

Stakeholders include employees, passengers, suppliers, customers including local authorities, devolved assemblies and regulators such as the Welsh Government, Transport for Wales, and the office of the Traffic commissioner.

Engagement takes many forms including local briefings and regular communication with staff via in house tools such as Blink and newsletters.

For other stakeholders such as customers and local authorities, formal meetings and daily dialogue take place with key stakeholder representatives.

Future Outlook

The Company intends to further enhance the provision of road passenger transport services. Expansion may be achieved through securing new contract work. The business is also still considering strategic acquisitions. Longer term, the business will look to engage with Welsh bus franchising models, which remain a key objective of Welsh Government.

Principal risks and uncertainties

Competition

Competitive pressure in the South Wales local bus and coach market are a continuing risk for the company, which could result in the Company losing customers to its key competitors. The company manages this risk by constantly striving to improve the quality of its services and innovating, to ensure that it leads market development.

The Welsh Government carries out annual reviews of the Concessionary Fare Scheme, aimed at making the scheme sustainable. Changes to the scheme may create risks or uncertainties to demand.

On behalf of the board

Principal activity

The principal activity of the Company during the year continued to be that of a bus and coach operator.

The results for the year are set out on page 10.

No dividends have been declared during the year (2023: £Nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Indemnification of Directors and Officers

The Company maintains Directors' and Officers' Liability insurance in respect of legal action that might be brought against its directors. The Company has indemnified each of its directors and other officers of the Company against certain liabilities that may be incurred as a result of their offices.

The company's current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the company's contractual and other legal obligations.

Trade creditors of the company at the year end were equivalent to 42 day's purchases, based on the average daily amount invoiced by suppliers during the year.

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

The directors are responsible for preparing the Annual Report 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of New Adventure Travel Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included review of the budgets, as well as the reliance placed upon group with regards to its going concern.

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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. 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 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 auditor's 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 financial statements.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's 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.

The income statement has been prepared on the basis that all operations are continuing operations.

New Adventure Travel Limited ("NAT" or the "Company") is a company incorporated in the United Kingdom under the Companies Act.

The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is ComfortDelGro House, 329 Edgware Road, Cricklewood, London, UK, NW2 6JP. The nature of the Company's operations and its principal activities are set out in the Directors Report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards. The financial statements have been prepared under the historical cost convention.

The financial statements are displayed in round £1,000's.

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of paragraph 17 of IAS 24 Related Party Disclosures;

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

The preparation of financial statements in conformity with FRS 101 requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

New Adventure Travel Limited is included in the group accounts of Braddell Limited. The group accounts of Braddell Limited are available to the public and can be obtained as set out in note 24.

The financial statements have been prepared on a going concern basis, which contemplates continuity of business and the realisation of assets and the discharge of liabilities in the normal course of business. The business continues to review and update the ongoing business plan post April 2024, when the BES/BTF funding scheme came to a complete end and has continued to target additional efficiency and cost savings initiatives during 2025, resulting in growth during 2025. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and these financial statements have therefore been prepared on a going concern basis true

Taking into account the existing cash balances held in the business and the continued mitigating efficiency and cost saving actions undertaken by the business since the 1st April 2024, as well as the continuing support from the group resources including available working capital financing, the company will have sufficient funds to meet its liabilities as they fall due. In addition, the parent company, Braddell Limited has provided a letter of support as further assurance over the availability of reserves and sustainability of the group should any of the existing financial facilities remain uncommitted.

Revenue is shown net of value-added tax, rebates and discounts. Revenues incidental to the Company's principal activity are reported as other operating income.

The company recognises revenue from the following major sources:

• Sales of travel tickets

The Company recognises revenue when the amount of revenue can be reliably measured and is recorded on date of travel, with relevant deferral of revenue for advance bookings.

• Contract revenue

Revenue generated from contracted services provided on behalf of local transport authorities as well as private hire customers is also recognised as income in the period to which it relates.

• Interest income

Interest income is recognised on an accruals basis.

• Other operating income

Other operating income relates to commissions receivable, which are recognised on an accruals basis.

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.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Cash and cash equivalents include cash in hand and at bank as well as short term deposits with an original maturity of three months or less.

Taxation for the year comprises of 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 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.

Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Judgement has been applied to determine that the Company should recognise revenue as a principal rather than as an agent. This is because, while the Company's coach services are operated by contractors rather than using its own public service vehicles, the Company sells and markets tickets for services registered in the name of New Adventure Travel Limited and sets prices for these services and bears the risks and rewards of fluctuations in prices and passenger numbers.

Judgement has been applied to determine that the Company should recognise a reasonable provision in respect of past events. The estimation used has been based on historical data along with management expectation.

The estimation of the self-insurance provision is based on an assessment of the expected settlement on known claims together with an estimate of settlements for incidents which has occurred but not been reported before the reporting date. The Company makes assumptions concerning these judgemental matters based on its claims team's past experience of similar incidents as well as the advice of its lawyers and insurers.

All the above income is generated in the United Kingdom.

Due to the nature of the Company's business, the origin and destination of revenue is the same in all cases. The Company provides local bus and coach services in Wales.

The turnover for the year includes grant income reflecting Welsh Government payments to ensure the continuation of services. Concessionary Support of £1,873k (2023: £2,680k) are reported as grant income within turnover.

In addition, the company received support grants in the form of the Bus Emergency Subsidy (BES) Scheme and Bus Transition Fund (BTF) totalling £1,919k (2023: £8,099k) from the Government. This income has been included in other operating income in the income statement.

The average monthly number of persons (including directors) employed by the company during the year was:

The charge for the year can be reconciled to the profit per the income statement as follows:

The cost of goodwill in these financial statements has been measured at its amortised book value.

Trade receivables disclosed above measured at amortised cost.

Included in the above lease liabilities are rights-of-use assets:                        

                                        Buildings

Right-of-use assets                                £'000

1 January 2024                                    2,378

Additions                                   46

Disposals                        

Depreciation                                     (182)

                                        ────

At 31 December 2024                                 2,242

                                        ══════

Lease liabilities                    

1 January 2024                                    2,379

New leases in the year                                   21

Leases settled in the year                        

Interest expense                                      40

Lease principal paid                                  (157)

Lease interest paid                                  (40)

                                        ────

At 31 December 2024                                 2,243

                                        ═════

Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

On 7th February 2018 the shares of the Company were purchased by Braddell Limited.

The Company's immediate parent undertaking is Braddell Limited, a company incorporated in the United Kingdom. Copies of its accounts can be obtained from ComfortDelGro House, 329 Edgware Road, London NW2 6JP.

The ultimate parent undertaking of the largest group of which the Company is a member was ComfortDelGro Corporation Limited, a company incorporated in Singapore. Copies of its accounts can be obtained from 205 Braddell Road, Singapore 579701.